PROSPECTUS & APPLICATION
FRANKLIN
TAX-FREE
TRUST
JULY 1, 1998
INVESTMENT STRATEGY
TAX-FREE INCOME
FRANKLIN ARIZONA INSURED TAX-FREE INCOME FUND
FRANKLIN FLORIDA INSURED TAX-FREE INCOME FUND
FRANKLIN INSURED TAX-FREE INCOME FUND
FRANKLIN MASSACHUSETTS INSURED TAX-FREE INCOME FUND
FRANKLIN MICHIGAN INSURED TAX-FREE INCOME FUND
FRANKLIN MINNESOTA INSURED TAX-FREE INCOME FUND
FRANKLIN OHIO INSURED TAX-FREE INCOME FUND
Please read this prospectus before investing, and keep it for future reference.
It contains important information, including how each fund invests and the
services available to shareholders.
To learn more about each fund and its policies, you may request a copy of the
funds' Statement of Additional Information ("SAI"), dated July 1, 1998, which we
may amend from time to time. We have filed the SAI with the SEC and have
incorporated it by reference into this prospectus.
FOR A FREE COPY OF THE SAI OR A LARGER PRINT VERSION OF THIS PROSPECTUS, CONTACT
YOUR INVESTMENT REPRESENTATIVE OR CALL 1-800/DIAL BEN.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S.
GOVERNMENT. MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
LIKE ALL MUTUAL FUND SHARES, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
FRANKLIN TAX-FREE TRUST
THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED IN ANY
STATE, JURISDICTION OR COUNTRY IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.
TABLE OF CONTENTS
ABOUT THE FUNDS
Expense Summary 2
Financial Highlights 4
How Do the Funds Invest Their Assets? 16
What Are the Risks of Investing in the Funds? 20
Who Manages the Funds? 22
How Taxation Affects the Funds and Their Shareholders 25
How Is the Trust Organized? 28
ABOUT YOUR ACCOUNT
How Do I Buy Shares? 29
May I Exchange Shares for Shares of Another Fund? 36
How Do I Sell Shares? 39
What Distributions Might I Receive From the Funds? 41
Transaction Procedures and Special Requirements 42
Services to Help You Manage Your Account 47
What If I Have Questions About My Account? 49
GLOSSARY
Useful Terms and Definitions 50
FRANKLIN
TAX-FREE
TRUST
July 1, 1998
When reading this prospectus, you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo
CA 94403-7777
1-800/DIAL BEN(R)
ABOUT THE FUNDS
<TABLE>
<CAPTION>
EXPENSE SUMMARY
This table is designed to help you understand the costs of investing in a fund.
It is based on the historical expenses of each fund for the fiscal year ended
February 28, 1998. Each fund's actual expenses may vary.
Arizona Florida Insured Massachusetts Michigan Minnesota Ohio
FUND FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------
A. SHAREHOLDER TRANSACTION EXPENSES+
CLASS I
Maximum Sales Charge
<S> <C> <C> <C> <C> <C> <C> <C>
(as a percentage of Offering Price) 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at time of purchase++ 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at redemption++++ NONE NONE NONE NONE NONE NONE NONE
Exchange Fee (per transaction) NONE NONE $5.00* NONE NONE NONE NONE
CLASS II
Maximum Sales Charge
(as a percentage of Offering Price) - - 1.99% 1.99% 1.99% 1.99% 1.99%
Paid at time of purchase+++ - - 1.00% 1.00% 1.00% 1.00% 1.00%
Paid at redemption++++ - - 0.99% 0.99% 0.99% 0.99% 0.99%
Exchange Fee (per transaction) - - $5.00* NONE NONE NONE NONE
B. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS I
Management Fees 0.63%** 0.63%** 0.47% 0.52% 0.47% 0.50% 0.49%
Rule 12b-1 Fees*** 0.10% 0.10% 0.08% 0.08% 0.08% 0.08% 0.09%
Other Expenses 0.09% 0.07% 0.06% 0.08% 0.08% 0.07% 0.06%
-------------------------------------------------------------------------------------
Total Fund Operating Expenses 0.82%** 0.80%** 0.61% 0.68% 0.63% 0.65% 0.64%
=====================================================================================
CLASS II
Management Fees - - 0.47% 0.52% 0.47% 0.50% 0.49%
Rule 12b-1 Fees*** - - 0.65% 0.65% 0.65% 0.65% 0.65%
Other Expenses - - 0.06% 0.08% 0.08% 0.07% 0.06%
-------------------------------------------------------------------------------------
Total Fund Operating Expenses - - 1.18% 1.25% 1.20% 1.22% 1.20%
=====================================================================================
</TABLE>
<TABLE>
<CAPTION>
C. EXAMPLE
Assume the annual return for each class is 5%, operating expenses are as
described above, and you sell your shares after the number of years shown.
These are the projected expenses for each $1,000 that you invest in a fund.
Arizona Florida Insured Massachusetts Michigan Minnesota Ohio
FUND FUND FUND FUND FUND FUND FUND
- ------------------------------------------------------------------------------------------------------------------
CLASS I
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year****..................... $ 51 $ 50 $ 48 $ 49 $ 49 $ 49 $ 49
3 Years ....................... $ 68 $ 67 $ 61 $ 63 $ 62 $ 62 $ 62
5 Years ....................... $ 86 $ 85 $ 75 $ 79 $ 76 $ 77 $ 77
10 Years ...................... $140 $137 $115 $124 $118 $120 $119
CLASS II
1 Year ........................ - - $ 32 $ 32 $ 32 $ 32 $ 32
3 Years ....................... - - $ 47 $ 49 $ 48 $ 48 $ 48
5 Years ....................... - - $ 74 $ 78 $ 75 $ 76 $ 75
10 Years ...................... - - $152 $160 $154 $156 $154
</TABLE>
For the same Class II investment, you would pay projected expenses of $22 for
the Insured, Michigan, Minnesota and Ohio funds, and $23 for the
Massachusetts Fund, if you did not sell your shares at the end of the first
year. Your projected expenses for the remaining periods would be the same.
THIS IS JUST AN EXAMPLE. IT DOES NOT REPRESENT PAST OR FUTURE EXPENSES OR
RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
Each fund pays its operating expenses. The effects of these expenses are
reflected in the Net Asset Value or dividends of each class and are not
directly charged to your account.
+If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more in Class I
shares.
+++Although Class II has a lower front-end sales charge than Class I, its Rule
12b-1 fees are higher. Over time you may pay more for Class II shares. Please
see "How Do I Buy Shares? - Choosing a Share Class."
++++A Contingent Deferred Sales Charge may apply to any Class II purchase if you
sell the shares within 18 months and to Class I purchases of $1 million or more
if you sell the shares within one year. The charge is 1% of the value of the
shares sold or the Net Asset Value at the time of purchase, whichever is less.
The number in the table shows the charge as a percentage of Offering Price.
While the percentage is different depending on whether the charge is shown based
on the Net Asset Value or the Offering Price, the dollar amount you would pay is
the same. See "How Do I Sell Shares? - Contingent Deferred Sales Charge" for
details.
*$5.00 fee is only for Market Timers. We process all other exchanges without a
fee.
**For the period shown, Advisers had agreed in advance to limit its management
fees. With this reduction, management fees were 0.11% for the Arizona Fund and
0.18% for the Florida Fund and total operating expenses were 0.30% for the
Arizona Fund and 0.35% for the Florida Fund.
***For the Arizona and Florida funds, these fees may not exceed 0.15%. For the
remaining funds, these fees may not exceed 0.10% for Class I and 0.65% for Class
II. 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 charge permitted under the NASD's rules.
****Assumes a Contingent Deferred Sales Charge will not apply.
FINANCIAL HIGHLIGHTS
This table summarizes each fund's financial history. The information has been
audited by Coopers & Lybrand L.L.P., the funds' independent auditors. Their
audit report covering each of the most recent five years appears in the Trust's
Annual Report to Shareholders for the fiscal year ended February 28, 1998. The
Annual Report to Shareholders also includes more information about each fund's
performance. For a free copy, please call Fund Information.
<TABLE>
<CAPTION>
ARIZONA FUND
YEAR ENDED FEB. 28
-----------------------------------------------------------------------
1998 1997 1996 1995 19941
-----------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.36 $10.36 $ 9.80 $10.28 $10.00
-----------------------------------------------------------------------
Income from investment operations:
Net investment income .54 .55 .55 .55 .34
Net realized and unrealized
gains (losses) .42 - .57 (.48) .27
-----------------------------------------------------------------------
Total from investment operations .96 .55 1.12 .07 .61
-----------------------------------------------------------------------
Less distributions from:
Net investment income (.55) (.55) (.56) (.55) (.33)
------------------------------------------------------------------------
Net asset value, end of year $10.77 $10.36 $10.36 $ 9.80 $10.28
=======================================================================
Total return* 9.53% 5.55% 11.64% .94% 6.04%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $58,059 $39,693 $38,199 $20,794 $12,895
Ratios to average net assets:
Expenses .30% .25% .16% .10% .03%**
Expenses excluding waiver and
payments by affiliate .82% .86% .86% .96% .83%**
Net investment income 5.11% 5.45% 5.51% 5.80% 4.85%**
Portfolio turnover rate 17.44% 18.27% 4.12% 44.61% 62.88%
</TABLE>
<TABLE>
<CAPTION>
FLORIDA FUND
YEAR ENDED FEB. 28
-----------------------------------------------------------------------
1998 1997 1996 1995 19941
-----------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 9.99 $10.02 $ 9.53 $10.07 $10.00
-----------------------------------------------------------------------
Income from investment operations:
Net investment income .53 .53 .53 .52 .34
Net realized and unrealized
gains (losses) .44 (.03) .49 (.53) .06
-----------------------------------------------------------------------
Total from investment operations .97 .50 1.02 (.01) .40
-----------------------------------------------------------------------
Less distributions from:
Net investment income (.53) (.53) (.53) (.53) (.33)
-----------------------------------------------------------------------
Net asset value, end of year $10.43 $ 9.99 $10.02 $ 9.53 $10.07
=======================================================================
Total return* 9.94% 5.17% 10.95% .21% 3.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $101,506 $77,177 $69,583 $46,847 $32,150
Ratios to average net assets:
Expenses .35% .35% .35% .35% -
Expenses excluding waiver and
payments by affiliate .80% .80% .82% .88% .83%**
Net investment income 5.16% 5.36% 5.37% 5.61% 4.97%**
Portfolio turnover rate 8.08% 32.23% 24.36% 43.71% 28.72%
</TABLE>
<TABLE>
<CAPTION>
INSURED FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $12.15 $12.27 $11.97 $12.45 $12.43 $11.68 $11.41 $11.26 $11.08 $11.12
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .66 .69 .71 .71 .73 .74 .74 .78 .78 .78
Net realized and unrealized
gains (losses) .29 (.11) .30 (.48) .02 .75 .30 .16 .20 .03
---------------------------------------------------------------------------------------
Total from investment
operations .95 .58 1.01 .23 .75 1.49 1.04 .94 .98 .81
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.66) (.70) (.71) (.71) (.73) (.74) (.77) (.79) (.80) (.85)
In excess of net
investment income (.01) - - - - - - - - -
Net realized gains (.12) - - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.79) (.70) (.71) (.71) (.73) (.74) (.77) (.79) (.80) (.85)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.31 $12.15 $12.27 $11.97 $12.45 $12.43 $11.68 $11.41 $11.26 $11.08
=======================================================================================
Total return* 8.09% 4.88% 8.66% 2.03% 5.93% 12.93% 9.29% 8.38% 8.81% 7.38%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions) $1,685 $1,662 $1,705 $1,683 $1,803 $1,539 $1,131 $850 $711 $551
Ratios to average net assets:
Expenses .61% .60% .60% .59% .52% .53% .53% .53% .54% .58%
Net investment income 5.44% 5.68% 5.81% 6.00% 5.79% 6.22% 6.55% 6.95% 6.92% 7.01%
Portfolio turnover rate 27.77% 18.66% 13.52% 14.42% 6.85% 7.95% 6.35% 9.76% 11.96% 12.79%
</TABLE>
<TABLE>
<CAPTION>
INSURED FUND (CONT.)
CLASS II
---------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------
1998 1997 19962
---------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $12.21 $12.31 $11.98
---------------------------------------------
Income from investment operations:
Net investment income .60 .62 .54
Net realized and unrealized
gains (losses) .29 (.09) .32
---------------------------------------------
Total from investment operations .89 .53 .86
---------------------------------------------
Less distributions from:
Net investment income (.60) (.63) (.53)
Net realized gains (.12) - -
---------------------------------------------
Total distributions (.72) (.63) (.53)
---------------------------------------------
Net asset value, end of year $12.38 $12.21 $12.31
=============================================
Total return* 7.52% 4.42% 7.32%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $38,057 $21,521 $8,152
Ratios to average net assets:
Expenses 1.18% 1.17% 1.18%**
Net investment income 4.86% 5.10% 5.21%**
Portfolio turnover rate 27.77% 18.66% 13.52%
</TABLE>
<TABLE>
<CAPTION>
MASSACHUSETTS FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.54 $11.65 $11.34 $11.81 $11.73 $11.03 $10.76 $10.72 $10.59 $10.61
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .61 .63 .66 .66 .67 .69 .68 .72 .72 .71
Net realized and
unrealized gains (losses) .35 (.10) .31 (.47) .09 .69 .31 .04 .12 (.02)
---------------------------------------------------------------------------------------
Total from investment
operations .96 .53 .97 .19 .76 1.38 .99 .76 .84 .69
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.61) (.64)3 (.66) (.66) (.68) (.68) (.72) (.72) (.71) (.71)
In excess of net
investment income (.01) - - - - - - - - -
Net realized gains (.13) - - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.75) (.64) (.66) (.66) (.68) (.68) (.72) (.72) (.71) (.71)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.75 $11.54 $11.65 $11.34 $11.81 $11.73 $11.03 $10.76 $10.72 $10.59
=======================================================================================
Total return* 8.50% 4.75% 8.80% 1.83% 6.39% 12.61% 9.34% 7.10% 7.82% 6.56%
RATIOS/SUPPLEMENTAL DATA
Net assets, end
of year (000's) $328,147 $325,065 $301,529 $288,331 $307,013 $278,510 $218,336 $152,622 $123,906 $109,851
Ratios to average net assets:
Expenses .68% .68% .69% .67% .60% .64% .67% .70% .72% .75%
Expenses excluding waiver
and payments by affiliate .68% .68% .69% .67% .60% .64% .67% .70% .72% .79%
Net investment income 5.21% 5.51% 5.67% 5.89% 5.69% 6.09% 6.40% 6.72% 6.65% 6.81%
Portfolio turnover rate 30.46% 29.22% 10.29% 16.90% 13.82% 9.65% 7.49% 11.47% 14.14% 22.97%
</TABLE>
<TABLE>
<CAPTION>
MASSACHUSETTS FUND (CONT.)
CLASS II
---------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------
1998 1997 19962
---------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.59 $11.69 $11.36
---------------------------------------------
Income from investment operations:
Net investment income .55 .57 .50
Net realized and unrealized
gains (losses) .34 (.09) .32
---------------------------------------------
Total from investment operations .89 .48 .82
---------------------------------------------
Less distributions from:
Net investment income (.55) (.58)3 (.49)
Net realized gains (.13) - -
---------------------------------------------
Total distributions (.68) (.58) (.49)
---------------------------------------------
Net asset value, end of year $11.80 $11.59 $11.69
=============================================
Total return* 7.86% 4.22% 7.36%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $13,937 $6,378 $2,759
Ratios to average net assets:
Expenses 1.25% 1.25% 1.26%**
Net investment income 4.59% 4.96% 5.06%**
Portfolio turnover rate 30.46% 29.22% 10.29%
</TABLE>
<TABLE>
<CAPTION>
MICHIGAN FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $12.00 $12.09 $11.76 $12.24 $12.18 $11.41 $11.19 $11.06 $10.89 $10.89
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .63 .66 .68 .69 .70 .71 .71 .75 .75 .74
Net realized and
unrealized gains (losses) .34 (.09) .34 (.48) .07 .77 .25 .12 .15 .03
---------------------------------------------------------------------------------------
Total from investment
operations .97 .57 1.02 .21 .77 1.48 .96 .87 .90 .77
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.63) (.66)4 (.69)3 (.69) (.71) (.71) (.74) (.74) (.73) (.77)
In excess of net
investment income (.01) - - - - - - - - -
Net realized gains (.13) - - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.77) (.66) (.69) (.69) (.71) (.71) (.74) (.74) (.73) (.77)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.20 $12.00 $12.09 $11.76 $12.24 $12.18 $11.41 $11.19 $11.06 $10.89
========================================================================================
Total return* 8.37% 4.90% 8.86% 1.87% 6.18% 13.23% 8.78% 7.93% 8.21% 7.15%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions) $1,143 $1,112 $1,115 $1,038 $1,055 $882 $666 $515 $428 $370
Ratios to average net assets:
Expenses .63% .62% .62% .61% .54% .58% .59% .61% .63% .67%
Net investment income 5.24% 5.52% 5.65% 5.87% 5.66% 6.09% 6.45% 6.72% 6.72% 6.86%
Portfolio turnover rate 20.08% 30.03% 9.38% 9.12% 3.21% 2.04% 10.80% 4.17% 7.93% 9.83%
</TABLE>
<TABLE>
<CAPTION>
MICHIGAN FUND (CONT.)
CLASS II
---------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------
1998 1997 19962
---------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $12.07 $12.14 $11.77
---------------------------------------------
Income from investment operations:
Net investment income .57 .59 .51
Net realized and unrealized
gains (losses) .33 (.07) .37
---------------------------------------------
Total from investment operations .90 .52 .88
---------------------------------------------
Less distributions from:
Net investment income (.57) (.59) (.51)
Net realized gains (.13) - -
---------------------------------------------
Total distributions (.70) (.59) (.51)
---------------------------------------------
Net asset value, end of year $12.27 $12.07 $12.14
=============================================
Total return* 7.70% 4.44% 7.58%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $32,873 $20,162 $6,683
Ratios to average net assets:
Expenses 1.20% 1.19% 1.20%**
Net investment income 4.67% 4.94% 5.03%**
Portfolio turnover rate 20.08% 30.03% 9.38%
</TABLE>
<TABLE>
<CAPTION>
MINNESOTA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $12.01 $12.14 $11.88 $12.33 $12.35 $11.68 $11.44 $11.40 $11.24 $11.26
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .64 .65 .67 .69 .70 .73 .73 .76 .77 .76
Net realized and
unrealized gains (losses) .25 (.12) .27 (.45) (.01) .67 .28 .07 .18 .01
---------------------------------------------------------------------------------------
Total from investment
operations .89 .53 .94 .24 .69 1.40 1.01 .83 .95 .77
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64) (.66) (.68) (.69)7 (.71) (.73) (.77) (.79) (.79) (.79)
Net realized gains (.10) - - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.74) (.66) (.68) (.69) (.71) (.73) (.77) (.79) (.79) (.79)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.16 $12.01 $12.14 $11.88 $12.33 $12.35 $11.68 $11.44 $11.40 $11.24
=======================================================================================
Total return* 7.60% 4.54% 8.06% 2.12% 5.42% 12.23% 8.95% 7.29% 8.39% 6.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end
of year (000's) $495,315 $482,128 $492,139 $479,934 $499,619 $445,767 $357,279 $284,779 $235,058 $183,867
Ratios to average net assets:
Expenses .65% .66% .66% .66% .60% .63% .65% .67% .70% .75%
Expenses excluding waiver
and payments by affiliate .65% .66% .66% .66% .60% .63% .65% .67% .70% .76%
Net investment income 5.29% 5.47% 5.58% 5.81% 5.67% 6.12% 6.43% 6.62% 6.68% 6.80%
Portfolio turnover rate 14.87% 14.40% 17.72% 17.59% 13.42% 5.58% 3.14% 9.12% 4.55% 15.19%
</TABLE>
<TABLE>
<CAPTION>
MINNESOTA FUND (CONT.)
CLASS II
---------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------
1998 1997 19962
---------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $12.05 $12.17 $11.89
---------------------------------------------
Income from investment operations:
Net investment income .57 .59 .50
Net realized and unrealized
gains (losses) .26 (.12) .28
---------------------------------------------
Total from investment operations .83 .47 .78
---------------------------------------------
Less distributions from:
Net investment income (.57) (.59) (.50)
Net realized gains (.10) - -
---------------------------------------------
Total distributions (.67) (.59) (.50)
---------------------------------------------
Net asset value, end of year $12.21 $12.05 $12.17
=============================================
Total return* 7.04% 3.98% 6.67%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $10,131 $4,844 $1,152
Ratios to average net assets:
Expenses 1.22% 1.23% 1.25%**
Net investment income 4.72% 4.87% 4.94%**
Portfolio turnover rate 14.87% 14.40% 17.72%
</TABLE>
<TABLE>
<CAPTION>
OHIO FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $12.19 $12.22 $11.90 $12.40 $12.34 $11.55 $11.33 $11.17 $11.02 $10.93
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .64 .66 .68 .69 .70 .72 .71 .75 .75 .74
Net realized and
unrealized gains (losses) .33 (.03) .33 (.50) .07 .78 .28 .17 .14 .08
---------------------------------------------------------------------------------------
Total from investment
operations .97 .63 1.01 .19 .77 1.50 .99 .92 .89 .82
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64)6 (.66)5 (.69)3 (.69) (.71) (.71) (.77) (.76) (.74) (.73)
Net realized gains (.07) - - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.71) (.66) (.69) (.69) (.71) (.71) (.77) (.76) (.74) (.73)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.45 $12.19 $12.22 $11.90 $12.40 $12.34 $11.55 $11.33 $11.17 $11.02
=======================================================================================
Total return* 8.22% 5.35% 8.66% 1.74% 6.08% 13.26% 8.86% 8.28% 8.00% 7.58%
RATIOS/SUPPLEMENTAL DATA
Net assets, end
of year (000's) $741,079 $698,360 $685,783 $652,545 $686,398 $564,758 $409,044 $273,119 $224,722 $203,230
Ratios to average net assets:
Expenses .64% .64% .64% .63% .56% .59% .62% .65% .65% .71%
Net investment income 5.24% 5.43% 5.58% 5.83% 5.59% 6.05% 6.36% 6.67% 6.71% 6.80%
Portfolio turnover rate 12.84% 14.95% 11.47% 11.76% 7.29% 2.87% 1.16% 4.44% 10.80% 32.48%
</TABLE>
<TABLE>
<CAPTION>
OHIO FUND (CONT.)
CLASS II
---------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------
1998 1997 19962
---------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $12.24 $12.26 $11.90
---------------------------------------------
Income from investment operations:
Net investment income .58 .59 .52
Net realized and unrealized
gains (losses) .34 (.02) .35
---------------------------------------------
Total from investment operations .92 (.57) .87
---------------------------------------------
Less distributions from:
Net investment income (.58) (.59) (.51)
Net realized gains (.07) - -
---------------------------------------------
Total distributions (.65) (.59) (.51)
---------------------------------------------
Net asset value, end of year $12.51 $12.24 $12.26
=============================================
Total return* 7.66% 4.79% 7.43%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $28,178 $15,786 $6,085
Ratios to average net assets:
Expenses 1.20% 1.20% 1.22%**
Net investment income 4.67% 4.80% 4.99%**
Portfolio turnover rate 12.84% 14.95% 11.47%
</TABLE>
*Total return does not reflect sales commissions or the Contingent Deferred
Sales Charge, and is not annualized. Prior to May 1, 1994, dividends from net
investment income were reinvested at the Offering Price.
**Annualized
1For the period April 30, 1993 (effective date) to February 28, 1994.
2For the period May 1, 1995 (effective date) to February 29, 1996.
3Includes distributions in excess of net investment income in the amount of
$.001.
4Includes distributions in excess of net investment income in the amount of
$.002.
5Includes distributions in excess of net investment income in the amount of
$.003.
6Includes distributions in excess of net investment income in the amount of
$.007.
7Includes distributions from net realized gains of $.004.
HOW DO THE FUNDS INVEST THEIR ASSETS?
A QUICK LOOK AT THE FUNDS
FRANKLIN INSURED STATE SPECIFIC INSURED
TAX-FREE INCOME FUND TAX-FREE INCOME FUNDS
- --------------------------------------------------------------------------------
GOAL: High current income free from GOAL: High current tax-free income for
federal income taxes. residents of the fund's state.
STRATEGY: Invests primarily in STRATEGY: Invest primarily in
municipal securities covered by municipal securities covered by
insurance guaranteeing the timely insurance guaranteeing the timely
payment of principal and interest and payment of principal and interest and
whose interest is free from federal whose interest is free from federal
income taxes. and state personal income taxes, if
any, for residents of the fund's state.
WHAT IS THE MANAGER'S APPROACH?
Advisers tries to select securities that it believes will provide the best
balance between risk and return within each fund's range of allowable
investments. Advisers considers a number of factors including general market and
economic conditions, the credit quality of the issuer, and the cost of insurance
when selecting securities for each fund.
To provide tax-free income to shareholders, Advisers typically uses a buy and
hold strategy. This means it holds securities in a fund's portfolio for income
purposes, rather than trading securities for capital gains. Advisers may sell a
security at any time, however, when Advisers believes doing so could help the
fund meet its goals.
While income is the most important part of return over time, the total return
from a municipal security includes both income and price gains or losses. Each
fund's focus on income does not mean it invests only in the highest-yielding
securities available, or that it can avoid losses of principal.
WHO MAY WANT TO INVEST?
The funds may be appropriate for investors in higher tax brackets who seek high
current income that is free from federal and, for the state funds, state
personal income taxes.
The value of each fund's investments and the income they generate will vary from
day to day, and generally reflect interest rates, market conditions, and other
federal and state political and economic news. When you sell your shares, they
may be worth more or less than what you paid for them. Please consider your
investment goals and tolerance for price fluctuations and risk when making your
investment decision.
THE FUNDS IN MORE DETAIL
WHAT ARE THE FUNDS' GOALS?
The investment goal of each fund is to provide investors with as high a level of
income exempt from federal income taxes as is consistent with prudent investing,
while seeking preservation of shareholders' capital. Each state fund also tries
to provide a maximum level of income that is exempt from personal income taxes,
if any, for resident shareholders of the fund's state. These goals are
fundamental, which means that they may not be changed without shareholder
approval.
WHAT KINDS OF SECURITIES DO THE FUNDS BUY?
Each fund tries to invest all of its assets in tax-free municipal securities,
including bonds, notes and commercial paper.
MUNICIPAL SECURITIES are issued by state and local governments, their agencies
and authorities, as well as by the District of Columbia and U.S. territories and
possessions, to borrow money for various public or private projects. The issuer
pays a fixed or variable rate of interest, and must repay the amount borrowed
(the "principal") at maturity.
Municipal securities help the funds meet their investment goals because they
generally pay interest free from federal income tax. Municipal securities issued
by a fund's state or that state's counties, municipalities, authorities,
agencies, or other subdivisions, as well as municipal securities issued by U.S.
territories such as Guam, Puerto Rico, or the Mariana Islands, also generally
pay interest free from state personal income taxes, if any, for residents of the
fund's state.
Each fund normally invests:
o at least 80% of its net assets in securities that pay interest free from
federal income taxes, including the federal alternative minimum tax (this
policy is fundamental);
o at least 80% of its net assets in securities that pay interest free from
the personal income taxes, if any, of its state, although each fund tries
to invest all of its assets in these securities (this policy is fundamental
and applies only to the state funds); and
o at least 65% of its total assets in municipal securities of its state.
Unlike the state funds, however, the Franklin Insured Tax-Free Income Fund
is diversified nationally and will not invest more than 25% of its total
assets in the municipal securities of any one state or territory.
While each fund tries to invest 100% of its assets in municipal securities whose
interest is free from federal and, for the state funds, state personal income
taxes, it is possible, although not anticipated, that a fund may have up to 20%
of its assets in securities that pay taxable interest. If you are subject to the
federal alternative minimum tax, please keep in mind that each fund may also
have a portion of its assets in municipal securities that pay interest subject
to the federal alternative minimum tax.
QUALITY. All things being equal, the lower a security's credit quality, the
higher the risk and the higher the yield the security generally must pay as
compensation to investors for the higher risk.
A security's credit quality depends on the issuer's ability to pay interest on
the security and, ultimately, to repay the principal. Independent rating
agencies, such as Fitch, Moody's and S&P, often rate municipal securities based
on their opinion of the issuer's credit quality. Most rating agencies use a
descending alphabet scale to rate long-term securities, and a descending
numerical scale to rate short-term securities. For example, Fitch and S&P use
AAA, AA, A and BBB for their top four long-term ratings, while Moody's uses Aaa,
Aa, A and Baa. Securities rated in the highest rating category are "top rated."
Securities in the top four ratings are "investment grade," although securities
in the fourth highest rating may have some speculative features. These ratings
are described in more detail in the SAI.
An insurance company, bank or other foreign or domestic entity may provide
credit support for a municipal security and enhance its credit quality. For
example, some municipal securities are insured, which means they are covered by
an insurance policy that insures the timely payment of principal and interest.
Other municipal securities may be backed by letters of credit, guarantees, or
escrow or trust accounts that contain securities backed by the full faith and
credit of the U.S. government to secure the payment of principal and interest.
o Each fund invests at least 65% of its total assets in insured municipal
securities. Each fund pays insurance premiums either directly or
indirectly, which increases the credit safety of its insured investments,
but decreases its yield. It is important to note that the insurance does
not guarantee the market value of a security, or a fund's shares or
distributions, and shares of a fund are not insured.
o Each fund may invest the balance of its assets in the following types of
uninsured securities: (i) municipal securities secured by an escrow or
trust account containing direct U.S. government obligations; (ii)
securities rated in one of the top three ratings or unrated securities that
Advisers believes are comparable in quality; or (iii) top rated short-term,
tax-free securities, pending investment in longer-term municipal
securities. Each fund may only invest up to 20% of its total assets in the
type of securities described in (ii) above.
MATURITY. Municipal securities are issued with a specific maturity date - the
date when the issuer must repay the amount borrowed. Maturities typically range
from less than one year (short term) to 30 years (long term). In general,
securities with longer maturities are more sensitive to price changes, although
they may provide higher yields.
o The funds have no restrictions on the maturity of the securities they may
buy or on their average portfolio maturity.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that change either at
specific intervals or whenever a benchmark rate changes. While this feature
helps to protect against a decline in the security's market price, it also
lowers a fund's income when interest rates fall. Of course, a fund's income from
its variable rate investments may also increase if interest rates rise.
o Each fund may invest in top rated variable and floating rate securities.
MUNICIPAL LEASE OBLIGATIONS finance the purchase of public property. The
property is leased to the state or a local government, and the lease payments
are used to pay the interest on the obligations. Municipal lease obligations
differ from other municipal securities because the lessee's governing body must
set aside the money to make the lease payments each year. If the money is not
set aside, the issuer or the lessee can end the lease without penalty. If the
lease is cancelled, investors who own the municipal lease obligations may not be
paid.
o Each fund may invest in municipal lease obligations without limit, if the
obligations meet the fund's quality and maturity standards.
WHAT ARE SOME OF THE FUNDS' OTHER INVESTMENT STRATEGIES AND PRACTICES?
TEMPORARY INVESTMENTS. When Advisers believes unusual or adverse economic,
market or other conditions exist, it may invest a fund's portfolio in a
temporary defensive manner. Under these circumstances, each fund may invest all
of its assets in securities that pay taxable interest, including (i) high
quality commercial paper; (ii) securities issued by or guaranteed by the full
faith and credit of the U.S. government; or (iii) for the state funds, municipal
securities issued by a state or local government other than the fund's state, or
by a U.S. territory such as Guam, Puerto Rico or the Mariana Islands.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS are those where payment and
delivery for the security take place at a future date. Since the market price of
the security may fluctuate during the time before payment and delivery, the fund
assumes the risk that the value of the security at delivery may be more or less
than the purchase price.
DIVERSIFICATION. Diversification involves limiting the amount of money
invested in any one issuer or, on a broader scale, in any one state or type
of project to help spread and reduce the risks of investment. Non-diversified
funds may invest a greater portion of their assets in the securities of one
issuer than diversified funds. Economic, business, political or other changes
can affect all securities of a similar type. A non-diversified fund may be
more sensitive to these changes.
o The Arizona and Florida funds are non-diversified funds, although they
intend to meet certain diversification requirements for tax purposes. The
other funds are all diversified. Each fund may invest more than 25% of its
assets in municipal securities that finance similar types of projects, such
as hospitals, housing, industrial development, transportation or pollution
control.
OTHER POLICIES AND RESTRICTIONS. Each fund has a number of additional investment
policies and restrictions that govern its activities. Those that are identified
as "fundamental" may only be changed with shareholder approval. The others may
be changed by the Board alone. For a list of these restrictions and more
information about each fund's investment policies, including those described
above, please see "How Do the Funds Invest Their Assets?" and "Investment
Restrictions" in the SAI.
Generally, the policies and restrictions discussed in this prospectus and in the
SAI apply when a fund makes an investment. In most cases, a fund is not required
to sell a security because circumstances change and the security no longer meets
one or more of the fund's policies or restrictions.
WHAT ARE THE RISKS OF INVESTING IN THE FUNDS?
Like all investments, an investment in a fund involves risks. The risks of each
fund are basically the same as those of other investments in municipal
securities of similar quality, although an investment in one of the state funds
may involve more risk than an investment in a fund that does not focus on
securities of a single state. Because each fund holds many securities, it is
likely to be less risky than any one, or few, directly held municipal
investments.
GENERAL RISK. There is no assurance that a fund will meet its investment goal. A
fund's share price, and the value of your investment, may change. Generally,
when the value of a fund's investments go down, so does the fund's share price.
Similarly, when the value of a fund's investments go up, so does the fund's
share price. Since the value of a fund's shares can go up or down, it is
possible to lose money by investing in a fund.
INTEREST RATE RISK is the risk that changes in interest rates can reduce the
value of a security. When interest rates rise, municipal security prices fall.
The opposite is also true: municipal security prices go up when interest rates
fall. To explain why this is so, assume you hold a municipal security offering a
5% yield. A year later, interest rates are on the rise and comparable securities
are offered with a 6% yield. With higher-yielding securities available, you
would have trouble selling your 5% security for the price you paid - causing you
to lower your asking price. On the other hand, if interest rates were falling
and 4% municipal securities were being offered, you would be able to sell your
5% security for more than you paid.
INCOME RISK is the risk that a fund's income will decrease due to falling
interest rates. Since a fund can only distribute what it earns, a fund's
distributions to its shareholders may decline when interest rates fall.
CREDIT RISK is the possibility that an issuer will be unable to make interest
payments or repay principal. Changes in an issuer's financial strength or in a
security's credit rating may affect its value. Even securities supported by
credit enhancements have the credit risk of the entity providing the credit
support. Credit support provided by a foreign entity may be less certain because
of the possibility of adverse foreign economic, political or legal developments
that may affect the ability of that foreign entity to meet its obligations.
Changes in the credit quality of the credit provider could affect the value of
the security and the fund's share price.
MARKET RISK is the risk that a security's value will be reduced by market
activity or the results of supply and demand. This is a basic risk associated
with all securities. When there are more sellers than buyers, prices tend to
fall. Likewise, when there are more buyers than sellers, prices tend to
increase.
CALL RISK is the likelihood that a security will be prepaid (or "called") before
maturity. An issuer is more likely to call its bonds when interest rates are
falling, because the issuer can issue new bonds with lower interest payments. If
a bond is called, a fund may have to replace it with a lower-yielding security.
STATE RISKS. Since each state fund invests heavily in municipal securities of
its state, events in that state are likely to affect the fund's investments and
its performance. These events may include:
o economic or political policy changes;
o tax base erosion;
o state constitutional limits on tax increases;
o budget deficits and other financial difficulties; and
o changes in the ratings assigned to municipal issuers.
A negative change in any one of these or other areas could affect the ability of
a state's municipal issuers to meet their obligations. It is important to
remember that economic, budget and other conditions within a state are
unpredictable and can change at any time.
To the extent the Franklin Insured Tax-Free Income Fund is invested in a state,
events in that state may effect its investments and its performance.
For more specific information on the economy and financial strength of the
funds' various states, please see "What Are the Risks of Investing in the
Funds?" in the SAI.
U.S. TERRITORIES RISKS. Each fund may invest a portion of its assets in
municipal securities issued by U.S. territories such as Guam, Puerto Rico or the
Mariana Islands. As with state municipal securities, events in any of these
territories where a fund invests may affect the fund's investments and its
performance.
WHO MANAGES THE FUNDS?
THE BOARD. The Board oversees the management of each fund and elects its
officers. The officers are responsible for each fund's day-to-day operations.
The Board also monitors each fund to ensure no material conflicts exist among
the fund's classes of shares. While none is expected, the Board will act
appropriately to resolve any material conflict that may arise.
INVESTMENT MANAGER. Advisers manages each fund's assets and makes its investment
decisions. Advisers also performs similar services for other funds. It is wholly
owned by Resources, a publicly owned company engaged in the financial services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are the principal shareholders of Resources. Together, Advisers and its
affiliates manage over $243 billion in assets, including $48 billion in the
municipal securities market. Please see "Investment Management and Other
Services" and "Miscellaneous Information" in the SAI for information on
securities transactions and a summary of the funds' Code of Ethics.
MANAGEMENT TEAM. The team responsible for the day-to-day management of each
fund's portfolio is:
Thomas Kenny
Senior Vice President of Advisers
Mr. Kenny has been an analyst or portfolio manager for the Arizona and Florida
funds since their inception and the Massachusetts, Michigan, Minnesota, Insured
and Ohio funds since 1987. Mr. Kenny is the Director of Franklin's Municipal
Bond Department. He holds a Master of Science degree in Finance from Golden Gate
University and a Bachelor of Arts degree in Business and Economics from the
University of California at Santa Barbara. Mr. Kenny joined the Franklin
Templeton Group in 1986. He is a member of several securities industry-related
committees and associations.
John Pomeroy
Portfolio Manager of Advisers
Mr. Pomeroy has been an analyst or portfolio manager for the Arizona and Florida
funds since their inception and the Massachusetts, Michigan, Minnesota, Insured
and Ohio funds since 1989. Mr. Pomeroy holds a Bachelor of Science degree in
Finance from San Francisco State University. He joined the Franklin Templeton
Group in 1986. He is a member of several securities industry-related committees
and associations.
Sheila Amoroso
Vice President of Advisers
Ms. Amoroso has been an analyst or portfolio manager for the Arizona Fund since
its inception and the Michigan, Minnesota, Insured and Massachusetts funds since
1987. Ms. Amoroso holds a Bachelor of Science degree from San Francisco State
University. She joined the Franklin Templeton Group in 1986. She is a member of
several securities industry-related committees and associations.
Stella Wong
Vice President of Advisers
Ms. Wong has been an analyst or portfolio manager for the Florida Fund since its
inception and the Ohio Fund since 1986. Ms. Wong holds a Master degree in
Financial Planning from Golden Gate University and a Bachelor of Science degree
in Business Administration from San Francisco State University. She joined the
Franklin Templeton Group in 1986. She is a member of several securities
industry-related committees and associations.
MANAGEMENT FEES. During the fiscal year ended February 28, 1998, management fees
paid to Advisers and total operating expenses, as a percentage of average
monthly net assets, were as follows:
TOTAL
MANAGEMENT OPERATING EXPENSES
----------------------
FEES CLASS I CLASS II
- --------------------------------------------------------------------------
Arizona Fund ....................... 0.11%* 0.30%* -
Florida Fund ....................... 0.18%* 0.35%* -
Insured Fund ....................... 0.47% 0.61% 1.18%
Massachusetts Fund ................. 0.52% 0.68% 1.25%
Michigan Fund ...................... 0.47% 0.63% 1.20%
Minnesota Fund ..................... 0.50% 0.65% 1.22%
Ohio Fund .......................... 0.49% 0.64% 1.20%
*Management fees, before any advance waiver, totaled 0.63% for the Arizona and
Florida funds. Total operating expenses were 0.82% for the Arizona Fund and
0.80% for the Florida Fund. Under an agreement by Advisers to limit its fees,
the Arizona and Florida funds paid the management fees and total operating
expenses shown. Advisers may end this arrangement at any time upon notice to the
Board.
PORTFOLIO TRANSACTIONS. Advisers tries to obtain the best execution on all
transactions. If Advisers believes more than one broker or dealer can provide
the best execution, it may consider research and related services and the sale
of fund shares, as well as shares of other funds in the Franklin Templeton Group
of Funds, when selecting a broker or dealer. Please see "How Do the Funds Buy
Securities for Their Portfolios?" in the SAI for more information.
ADMINISTRATIVE SERVICES. Under an agreement with Advisers, FT Services provides
certain administrative services and facilities for each fund. During the fiscal
year ended Febru- ary 28, 1998, administration fees paid to FT Services, as a
percentage of average daily net assets, were as follows:
ADMINISTRATION
FEES
- -------------------------------------------
Arizona Fund .............. 0.15%
Florida Fund .............. 0.15%
Insured Fund .............. 0.11%
Massachusetts Fund ........ 0.14%
Michigan Fund ............. 0.12%
Minnesota Fund ............ 0.14%
Ohio Fund ................. 0.14%
These fees are paid by Advisers. They are not a separate expense of the funds.
Please see "Investment Management and Other Services" in the SAI for more
information.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 Plans" under
which they may pay or reimburse Distributors or others for the expenses of
activities that are primarily intended to sell shares of the fund. These
expenses may include, among others, distribution or service fees paid to
Securities Dealers or others who have executed a servicing agreement with the
fund, Distributors or its affiliates; a prorated portion of Distributors'
overhead expenses; and the expenses of printing prospectuses and reports used
for sales purposes, and preparing and distributing sales literature and
advertisements.
Payments by the Arizona and Florida funds under their plans may not exceed 0.15%
per year of the fund's average daily net assets. Payments by the remaining funds
under their Class I plans may not exceed 0.10% per year of Class I's average
daily net assets. All distribution expenses over this amount will be borne by
those who have incurred them. During the first year after certain Class I
purchases made without a sales charge, Securities Dealers may not be eligible to
receive the Rule 12b-1 fees associated with the purchase.
Under the Class II plans, a fund may pay Distributors up to 0.50% per year of
Class II's average daily net assets to pay Distributors or others for providing
distribution and related services and bearing certain Class II expenses. All
distribution expenses over this amount will be borne by those who have incurred
them. During the first year after a purchase of Class II shares, Securities
Dealers may not be eligible to receive this portion of the Rule 12b-1 fees
associated with the purchase.
A fund may also pay a servicing fee of up to 0.15% per year of Class II's
average daily net assets under the Class II plans. This fee may be used to pay
Securities Dealers or others for, among other things, helping to establish and
maintain customer accounts and records, helping with requests to buy and sell
shares, receiving and answering correspondence, monitoring dividend payments
from the fund on behalf of customers, and similar servicing and account
maintenance activities.
The Rule 12b-1 fees charged to each class are based only on the fees
attributable to that particular class. For more information, please see "The
Funds' Underwriter" in the SAI.
<TABLE>
<CAPTION>
HOW TAXATION AFFECTS THE FUNDS AND THEIR SHAREHOLDERS
ON AUGUST 5, 1997, PRESIDENT CLINTON SIGNED INTO LAW THE TAXPAYER RELIEF ACT OF 1997
(THE "1997 ACT"). THIS NEW LAW MAKES SWEEPING CHANGES TO THE CODE. BECAUSE MANY OF
THESE CHANGES ARE COMPLEX, THEY ARE DISCUSSED IN THE SAI.
<S> <C>
TAXATION OF THE FUNDS' INVESTMENTS.
-------------------------------------------
Each fund invests your money in the HOW DO THE FUNDS
municipal and other securities described EARN INCOME AND GAINS?
in the section "How Do the Funds Invest
Their Assets?" Special tax rules may apply Each fund earns interest and other income
when determining the income and gains that (the fund's "income") on its investments.
each fund earns on its investments. These When a fund sells a security for a price
rules may, in turn, affect the amount of that is higher than it paid, it has a
distributions that a fund pays to you. gain. When a fund sells a security for a
These special tax rules are discussed in price that is lower than it paid, it has
the SAI. a loss. If a fund has held the security
for more than one year, the gain or loss
Taxation of the Funds. As a regulated will be a long-term capital gain or loss.
investment company, each fund generally If a fund has held the security for one
pays no federal income tax on the income year or less, the gain or loss will be a
and gains that it distributes to you. short-term capital gain or loss. A fund's
gains and losses are netted together,
and, if the fund has a net gain (the
fund's "gains"), that gain will generally
be distributed to you.
-------------------------------------------
TAXATION OF SHAREHOLDERS.
-------------------------------------------
DISTRIBUTIONS. Distributions made to you WHAT IS A DISTRIBUTION?
from interest income on municipal
securities will be exempt from the regular As a shareholder, you will receive your
federal income tax. Distributions made to share of a fund's income and gains on its
you from other income on temporary investments. A fund's interest income on
investments, short-term capital gains, or municipal securities is paid to you as
ordinary income from the sale of market exempt-interest dividends. A fund's
discount bonds will be taxable to you as ordinary income and short-term capital
ordinary dividends, whether you receive gains are paid to you as ordinary
them in cash or in additional shares. dividends. A fund's long-term capital
Distributions made to you from interest on gains are paid to you as capital gain
certain private activity bonds, while distributions. If a fund pays you an
still exempt from the regular federal amount in excess of its income and gains,
income tax, are a preference item when this excess will generally be treated as
determining your alternative minimum tax. a non-taxable distribution. These
The fund will send you a statement in amounts, taken together, are what we call
January of the current year that reflects a fund's distributions to you.
the amount of exempt-interest dividends,
ordinary dividends, capital gain
distributions, interest income that is a
tax preference item under the alternative
minimum tax and non-taxable distributions
you received from the fund in the prior
year. This statement will include
distributions declared in December and
paid to you in January of the current
year, but which are taxable as if paid on
December 31 of the prior year. The IRS
requires you to report these amounts on
your income tax return for the prior year.
A fund's statement for the prior year will
tell you how much of your capital gain
distribution represents 28% rate gain. The
remainder of the capital gain distribution
represents 20% rate gain.
-------------------------------------------
DIVIDENDS-RECEIVED DEDUCTION. It is anticipated that no portion of the funds'
distributions will qualify for the
corporate dividends-received deduction.
-------------------------------------------
REDEMPTIONS AND EXCHANGES. If you redeem WHAT IS A REDEMPTION?
your shares or if you exchange your shares
in the funds for shares in another A redemption is a sale by you to the fund
Franklin Templeton Fund, you will of some or all of your shares in the
generally have a gain or loss that the IRS fund. The price per share you receive
requires you to report on your income tax when you redeem fund shares may be more
return. If you exchange fund shares held or less than the price at which you
for 90 days or less and pay no sales purchased those shares. An exchange of
charge, or a reduced sales charge, for the shares in the fund for shares of another
new shares, all or a portion of the sales Franklin Templeton Fund is treated as a
charge you paid on the purchase of the redemption of fund shares and then a
shares you exchanged is not included in purchase of shares of the other fund.
their cost for purposes of computing gain When you redeem or exchange your shares,
or loss on the exchange. If you hold your you will generally have a gain or loss,
shares for six months or less, any loss depending upon whether the amount you
you have will be disallowed to the extent receive for your shares is more or less
of any exempt-interest dividends paid on than your cost or other basis in the
your shares. Any such loss not disallowed shares. Please call Fund Information for
will be treated as a long-term capital a free shareholder Tax Information
loss to the extent of any long-term Handbook if you need more information on
capital gain distributions paid on your calculating the gain or loss on the
shares. All or a portion of any loss on redemption or exchange of your shares.
the redemption or exchange of your shares
will be disallowed by the IRS if you buy
other shares in the fund within 30 days
before or after your redemption or
exchange.
-------------------------------------------
STATE TAXES. Ordinary dividends and capital gain distributions that you receive from
the funds, and gains arising from redemptions or exchanges of your fund shares, will
generally be subject to state and local income tax. Distributions paid from the
interest earned on municipal securities of a state, or its political subdivisions,
will generally be exempt from that state's personal income taxes. Dividends paid from
interest earned on qualifying U.S. territorial obligations (including qualifying
obligations of Puerto Rico, the U.S. Virgin Islands and Guam) will also be exempt
from that state's personal income taxes. A state does not, however, grant tax-free
treatment to interest on investments in municipal securities of other states.
Corporate taxpayers subject to a state's corporate income or franchise tax may be
subject to special rules. The holding of fund shares may also be subject to state and
local intangibles taxes. Each fund in which you are a shareholder will provide you
with information at the end of each calendar year on the amounts of such dividends
that may qualify for exemption from reporting on your individual income tax returns.
You may wish to contact your tax advisor to determine the state and local tax
consequences of your investment in the fund.
SOCIAL SECURITY AND RAILROAD RETIREMENT BENEFITS. Exempt-interest dividends paid to
you, although exempt from the regular federal income tax, are includible in the tax
base for determining the taxable portion of your social security or railroad
retirement benefits. The IRS requires you to disclose these exempt-interest dividends
on your federal income tax return.
NON-U.S. INVESTORS. Ordinary dividends generally will be subject to U.S. income tax
withholding. Your home country may also tax ordinary dividends, exempt-interest
dividends, capital gain distributions and gains arising from redemptions or exchanges
of your fund shares. Fund shares held by the estate of a non-U.S. investor may be
subject to U.S. estate tax. You may wish to contact your tax advisor to determine the
U.S. and non-U.S. tax consequences of your investment in a fund.
-------------------------------------------
BACKUP WITHHOLDING. When you open an WHAT IS A BACKUP WITHHOLDING?
account, IRS regulations require that you
provide your taxpayer identification Backup withholding occurs when a fund is
number ("TIN"), certify that it is required to withhold and pay over to the
correct, and certify that you are not IRS 31% of your distributions and
subject to backup withholding under IRS redemption proceeds. You can avoid backup
rules. If you fail to provide a correct withholding by providing the fund with
TIN or the proper tax certifications, the your TIN, and by completing the tax
IRS requires the fund to withhold 31% of certifications on your shareholder
all the distributions (including ordinary application that you were asked to sign
dividends and capital gain distributions), when you opened your account. However, if
and redemption proceeds paid to you. the IRS instructs the fund to begin
backup withholding, it is required to do
so even if you provided the fund with
your TIN and these tax certifications,
and backup withholding will remain in
place until the fund is instructed by the
IRS that it is no longer required.
-------------------------------------------
</TABLE>
The fund is also required to begin backup withholding on your account if the IRS
instructs the fund to do so. The fund reserves the right not to open your
account, or, alternatively, to redeem your shares at the current Net Asset
Value, less any taxes withheld, if you fail to provide a correct TIN, fail to
provide the proper tax certifications, or the IRS instructs the fund to begin
backup withholding on your account.
THIS TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL, STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE FUNDS. FOR A MORE COMPLETE
DISCUSSION OF THESE RULES AND RELATED MATTERS, PLEASE SEE "ADDITIONAL
INFORMATION ON DISTRIBUTIONS AND TAXES" AND "APPENDICES - STATE TAX TREATMENT"
IN THE SAI. THE TAX TREATMENT TO YOU OF DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS,
FOREIGN TAXES PAID AND INCOME TAXES WITHHELD IS ALSO DISCUSSED IN A FREE
FRANKLIN TEMPLETON TAX INFORMATION HANDBOOK, WHICH YOU MAY REQUEST BY CONTACTING
FUND INFORMATION.
HOW IS THE TRUST ORGANIZED?
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company, commonly called a mutual fund. It was organized
as a Massachusetts business trust in September 1984, and is registered with the
SEC. Except for the Arizona and Florida funds, each fund offers two classes of
shares: Franklin Insured Tax-Free Income Fund - Class I, Franklin Massachusetts
Insured Tax-Free Income Fund - Class I, Franklin Michigan Insured Tax-Free
Income Fund - Class I, Franklin Minnesota Insured Tax-Free Income Fund - Class
I, Franklin Ohio Insured Tax-Free Income Fund - Class I, and Franklin Insured
Tax-Free Income Fund - Class II, Franklin Massachusetts Insured Tax-Free Income
Fund - Class II, Franklin Michigan Insured Tax-Free Income Fund - Class II,
Franklin Minnesota Insured Tax-Free Income Fund - Class II, and Franklin Ohio
Insured Tax-Free Income Fund - Class II. All shares outstanding before the
offering of Class II shares, and all shares of the Arizona and Florida funds,
are considered Class I shares. Additional series and classes of shares may be
offered in the future.
Shares of each class represent proportionate interests in the assets of the fund
and have the same voting and other rights and preferences as any other class of
the fund for matters that affect the fund as a whole. For matters that only
affect one class, however, only shareholders of that class may vote. Each class
will vote separately on matters affecting only that class, or expressly required
to be voted on separately by state or federal law. Shares of each class of a
series have the same voting and other rights and preferences as the other
classes and series of the Trust for matters that affect the Trust as a whole.
The Trust has noncumulative voting rights. This gives holders of more than 50%
of the shares voting the ability to elect all of the members of the Board. If
this happens, holders of the remaining shares voting will not be able to elect
anyone to the Board.
The Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may also be called by the Board in its
discretion or by shareholders holding at least 10% of the outstanding shares. In
certain circumstances, we are required to help you communicate with other
shareholders about the removal of a Board member.
ABOUT YOUR ACCOUNT
HOW DO I BUY SHARES?
OPENING YOUR ACCOUNT
To open your account, please follow the steps below. This will help avoid any
delays in processing your request. PLEASE KEEP IN MIND THAT NONE OF THE FUNDS,
EXCEPT THE INSURED FUND, CURRENTLY ALLOW INVESTMENTS BY MARKET TIMERS.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The funds' minimum
investments are:
o To open your account: $100*
o To add to your account: $25*
*We reserve the right to refuse any order to buy shares.
3. Carefully complete and sign the enclosed shareholder application,
including the optional shareholder privileges section. By applying for
privileges now, you can avoid the delay and inconvenience of having to
send an additional application to add privileges later. PLEASE ALSO
INDICATE WHICH CLASS OF SHARES YOU WANT TO BUY. IF YOU DO NOT SPECIFY A
CLASS, WE WILL AUTOMATICALLY INVEST YOUR PURCHASE IN CLASS I SHARES. It
is important that we receive a signed application since we will not be
able to process any redemptions from your account until we receive your
signed application.
4. Make your investment using the table below.
- -------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL For an initial investment:
Return the application to the fund with your
check made payable to the fund.
For additional investments:
Send a check made payable to the fund. Please
include your account number on the check.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY WIRE 1. Call Shareholder Services or, if that number is
busy, call 1-650/312-2000 collect, to receive a
wire control number and wire instructions. You
need a new wire control number every time you
wire money into your account. If you do not
have a currently effective wire control number,
we will return the money to the bank, and we
will not credit the purchase to your account.
2. For an initial investment you must also return
your signed shareholder application to the fund.
IMPORTANT DEADLINES: If we receive your call before
1:00 p.m. Pacific time and the bank receives the
wired funds and reports the receipt of wired funds
to the fund by 3:00 p.m. Pacific time, we will
credit the purchase to your account that day. If we
receive your call after 1:00 p.m. or the bank
receives the wire after 3:00 p.m., we will credit
the purchase to your account the following business
day.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
CHOOSING A SHARE CLASS
Each class has its own sales charge and expense structure, allowing you to
choose the class that best meets your situation. The class that may be best for
you depends on a number of factors, including the amount and length of time you
expect to invest. Generally, Class I shares may be more attractive for long-term
investors or investors who qualify to buy Class I shares at a reduced sales
charge. Your financial representative can help you decide.
CLASS I CLASS II
- --------------------------------------------------------------------------------
Higher front-end sales charges Lower front-end sales charges than
than Class II shares. There are Class I shares
several ways to reduce these
charges, as described below. There
is no front-end sales charge for
purchases of $1 million or more.*
Contingent Deferred Sales Charge Contingent Deferred Sales Charge
on purchases of $1 million or more on purchases sold within 18 months
sold within one year
Lower annual expenses than Class Higher annual expenses than Class
II shares I shares
*If you are investing $1 million or more, it is generally more beneficial for
you to buy Class I shares because there is no front-end sales charge and the
annual expenses are lower. Therefore, any purchase of $1 million or more is
automatically invested in Class I shares. You may accumulate more than $1
million in Class II shares through purchases over time. If you plan to do this,
however, you should determine if it would be better for you to buy Class I
shares through a Letter of Intent.
PURCHASE PRICE OF FUND SHARES
For Class I shares, the sales charge you pay depends on the dollar amount you
invest, as shown in the table below. The sales charge for Class II shares is 1%
and, unlike Class I, does not vary based on the size of your purchase.
<TABLE>
<CAPTION>
TOTAL SALES CHARGE AMOUNT PAID
AS A PERCENTAGE OF TO DEALER AS A
-----------------------------------
AMOUNT OF PURCHASE OFFERING NET AMOUNT PERCENTAGE OF
AT OFFERING PRICE PRICE INVESTED OFFERING PRICE
- --------------------------------------------------------------------------------------------------------
CLASS I
<S> <C> <C> <C>
Under $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 None
CLASS II
Under $1,000,000* ........................ 1.00% 1.01% 1.00%
</TABLE>
*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases of $1
million or more and any Class II purchase. Please see "How Do I Sell Shares? -
Contingent Deferred Sales Charge." Please also see "Other Payments to Securities
Dealers" below for a discussion of payments Distributors may make out of its own
resources to Securities Dealers for certain purchases. Purchases of Class II
shares are limited to purchases below $1 million. Please see "Choosing a Share
Class."
SALES CHARGE REDUCTIONS AND WAIVERS
- - IF YOU QUALIFY TO BUY SHARES UNDER ONE OF THE SALES CHARGE REDUCTION OR
WAIVER CATEGORIES DESCRIBED BELOW, PLEASE INCLUDE A WRITTEN STATEMENT WITH
EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES. If you don't
include this statement, we cannot guarantee that you will receive the sales
charge reduction or waiver.
CUMULATIVE QUANTITY DISCOUNTS - CLASS I ONLY. To determine if you may pay a
reduced sales charge, the amount of your current Class I purchase is added to
the cost or current value, whichever is higher, of your existing shares in the
Franklin Templeton Funds, as well as those of your spouse, children under the
age of 21 and grandchildren under the age of 21. If you are the sole owner of a
company, you may also add any company accounts, including retirement plan
accounts.
LETTER OF INTENT - Class I Only. You may buy Class I shares at a reduced sales
charge by completing the Letter of Intent section of the shareholder
application. A Letter of Intent is a commitment by you to invest a specified
dollar amount during a 13 month period. The amount you agree to invest
determines the sales charge you pay on Class I shares.
BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
o You authorize Distributors to reserve 5% of your total intended purchase in
Class I shares registered in your name until you fulfill your Letter.
o You give Distributors a security interest in the reserved shares and
appoint Distributors as attorney-in-fact.
o Distributors may sell any or all of the reserved shares to cover any
additional sales charge if you do not fulfill the terms of the Letter.
o Although you may exchange your shares, you may not sell reserved shares
until you complete the Letter or pay the higher sales charge.
Your periodic statements will include the reserved shares in the total shares
you own. We will pay or reinvest dividend and capital gain distributions on the
reserved shares as you direct.
If you would like more information about the Letter of Intent privilege, please
see "How Do I Buy, Sell and Exchange Shares? - Letter of Intent" in the SAI or
call Shareholder Services.
GROUP PURCHASES - Class I Only. If you are a member of a qualified group, you
may buy Class I shares at a reduced sales charge that applies to the group as a
whole. The sales charge is based on the combined dollar value of the group
members' existing investments, plus the amount of the current purchase.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton Fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
SALES CHARGE WAIVERS. If one of the following sales charge waivers applies to
you or your purchase of fund shares, you may buy shares of the fund without a
front-end sales charge or a Contingent Deferred Sales Charge. All of the sales
charge waivers listed below apply to purchases of Class I shares only, except
for items 1 and 2 which also apply to Class II purchases.
Certain distributions, payments or redemption proceeds that you receive may be
used to buy shares of the fund without a sales charge if you reinvest them
within 365 days of their payment or redemption date. They include:
1. Dividend and capital gain distributions from any Franklin Templeton
Fund. The distributions generally must be reinvested in the same class
of shares. Certain exceptions apply, however, to Class II shareholders
who chose to reinvest their distributions in Class I shares of the fund
before November 17, 1997, and to Advisor Class or Class Z shareholders
of a Franklin Templeton Fund who may reinvest their distributions in
Class I shares of the fund.
2. Redemption proceeds from the sale of shares of any Franklin Templeton
Fund if you originally paid a sales charge on the shares and you
reinvest the money in the same class of shares. This waiver does not
apply to exchanges.
If you paid a Contingent Deferred Sales Charge when you redeemed your
shares from a Franklin Templeton Fund, a Contingent Deferred Sales
Charge will apply to your purchase of fund shares and a new Contingency
Period will begin. We will, however, credit your fund account with
additional shares based on the Contingent Deferred Sales Charge you paid
and the amount of redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Bank
CD, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date the CD matures, including any
rollover.
3. Dividend or capital gain distributions from a real estate investment
trust (REIT) sponsored or advised by Franklin Properties, Inc.
4. Annuity payments received under either an annuity option or from death
benefit proceeds, only if the annuity contract offers as an investment
option the Franklin Valuemark Funds or the Templeton Variable Products
Series Fund. You should contact your tax advisor for information on any
tax consequences that may apply.
5. Redemption proceeds from a repurchase of shares of Franklin Floating
Rate Trust, if the shares were continuously held for at least 12 months.
If you immediately placed your redemption proceeds in a Franklin Bank CD
or a Franklin Templeton money fund, you may reinvest them as described
above. The proceeds must be reinvested within 365 days from the date the
CD matures, including any rollover, or the date you redeem your money
fund shares.
6. Redemption proceeds from the sale of Class A shares of any of the
Templeton Global Strategy Funds if you are a qualified investor.
If you paid a contingent deferred sales charge when you redeemed your
Class A shares from a Templeton Global Strategy Fund, a Contingent
Deferred Sales Charge will apply to your purchase of fund shares and a
new Contingency Period will begin. We will, however, credit your fund
account with additional shares based on the contingent deferred sales
charge you paid and the amount of the redemption proceeds that you
reinvest.
If you immediately placed your redemption proceeds in a Franklin
Templeton money fund, you may reinvest them as described above. The
proceeds must be reinvested within 365 days from the date they are
redeemed from the money fund.
Various individuals and institutions also may buy Class I shares without a
front-end sales charge or Contingent Deferred Sales Charge, including:
1. Trust companies and bank trust departments agreeing to invest in
Franklin Templeton Funds over a 13 month period at least $1 million of
assets held in a fiduciary, agency, advisory, custodial or similar
capacity and over which the trust companies and bank trust departments
or other plan fiduciaries or participants, in the case of certain
retirement plans, have full or shared investment discretion. We will
accept orders for these accounts 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 the order.
2. An Eligible Governmental Authority. Please consult your legal and
investment advisors to determine if an investment in the fund is
permissible and suitable for you and the effect, if any, of payments by
the fund on arbitrage rebate calculations.
3. Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for
clients participating in comprehensive fee programs
4. Registered Securities Dealers and their affiliates, for their investment
accounts only
5. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer
6. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group, and their family
members, consistent with our then-current policies
7. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
8. Accounts managed by the Franklin Templeton Group
9. Certain unit investment trusts and their holders reinvesting
distributions from the trusts
OTHER PAYMENTS TO SECURITIES DEALERS
The payments described below may be made to Securities Dealers who initiate and
are responsible for Class II purchases and certain Class I purchases made
without a sales charge. The payments are subject to the sole discretion of
Distributors, and are paid by Distributors or one of its affiliates and not by
the fund or its shareholders.
1. Class II purchases - up to 1% of the purchase price.
2. Class I purchases of $1 million or more - up to 0.75% of the amount
invested.
3. Class I purchases by trust companies and bank trust departments,
Eligible Governmental Authorities, and broker-dealers or others on
behalf of clients participating in comprehensive fee programs - up to
0.25% of the amount invested.
A Securities Dealer may receive only one of these payments for each qualifying
purchase. Securities Dealers who receive payments in connection with investments
described in paragraphs 1 or 2 above will be eligible to receive the Rule 12b-1
fee associated with the purchase starting in the thirteenth calendar month after
the purchase.
FOR BREAKPOINTS THAT MAY APPLY AND INFORMATION ON ADDITIONAL COMPENSATION
PAYABLE TO SECURITIES DEALERS IN CONNECTION WITH THE SALE OF FUND SHARES, PLEASE
SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES? - OTHER PAYMENTS TO SECURITIES
DEALERS" IN THE SAI.
FOR INVESTORS OUTSIDE THE U.S.
The distribution of this prospectus and the offering of fund shares may be
limited in many jurisdictions. An investor who wishes to buy shares of the fund
should determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to obtain
information on the rules applicable to these transactions.
MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?
We offer a wide variety of funds. If you would like, you can move your
investment from your fund account to an existing or new account in another
Franklin Templeton Fund (an "exchange"). Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.
If you own Class I shares, you may exchange into any of our money funds except
Franklin Templeton Money Fund II ("Money Fund II"). Money Fund II is the only
money fund exchange option available to Class II shareholders. Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no drafts
(checks) may be written on Money Fund II accounts.
Before making an exchange, please read the prospectus of the fund you are
interested in. This will help you learn about the fund, its investment goal and
policies, and its rules and requirements for exchanges. For example, some
Franklin Templeton Funds do not accept exchanges and others may have different
investment minimums. Some Franklin Templeton Funds do not offer Class II shares.
- --------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL 1. Send us signed written instructions
2. Include any outstanding share certificates for
the shares you want to exchange
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY PHONE Call Shareholder Services or TeleFACTS(R)
- If you do not want the ability to exchange by
phone to apply to your account, please let us
know.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.
WILL SALES CHARGES APPLY TO MY EXCHANGE?
You generally will not pay a front-end sales charge on exchanges. If you have
held your shares less than six months, however, you will pay the percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund. If you have never paid a sales charge on your shares
because, for example, they have always been held in a money fund, you will pay
the fund's applicable sales charge no matter how long you have held your shares.
These charges may not apply if you qualify to buy shares without a sales charge.
CONTINGENT DEFERRED SALES CHARGE. We will not impose a Contingent Deferred Sales
Charge when you exchange shares. Any shares subject to a Contingent Deferred
Sales Charge at the time of exchange, however, will remain so in the new fund.
For accounts with shares subject to a Contingent Deferred Sales Charge, we will
first exchange any shares in your account that are not subject to the charge. If
there are not enough of these to meet your exchange request, we will exchange
shares subject to the charge in the order they were purchased.
If you exchange Class I shares into one of our money funds, the time your shares
are held in that fund will not count towards the completion of any Contingency
Period. If you exchange your Class II shares for shares of Money Fund II,
however, the time your shares are held in that fund will count towards the
completion of any Contingency Period.
For more information about the Contingent Deferred Sales Charge, please see "How
Do I Sell Shares?"
EXCHANGE RESTRICTIONS
Please be aware that the following restrictions apply to exchanges:
o You may only exchange shares within the same class, except as noted below.
o The accounts must be identically registered. You may, however, exchange
shares from a fund account requiring two or more signatures into an
identically registered money fund account requiring only one signature for
all transactions. Please notify us in writing if you do not want this
option to be available on your account. Additional procedures may apply.
Please see "Transaction Procedures and Special Requirements."
o The fund you are exchanging into must be eligible for sale in your state.
o We may modify or discontinue our exchange policy if we give you 60 days'
written notice.
o Your exchange may be restricted or refused if you have: (i) requested an
exchange out of the fund within two weeks of an earlier exchange request,
(ii) exchanged shares out of the fund more than twice in a calendar
quarter, or (iii) exchanged shares equal to at least $5 million, or more
than 1% of the fund's net assets. Shares under common ownership or control
are combined for these limits. If you have exchanged shares as described in
this paragraph, you will be considered a Market Timer. Each exchange by a
Market Timer, if accepted, will be charged $5.00. Currently, none of the
funds, except the Insured Fund, allow investments by Market Timers. Some of
the other funds in the Franklin Templeton Funds also may not allow
investments by Market Timers.
Because excessive trading can hurt fund performance, operations and
shareholders, we may refuse any exchange purchase if (i) we believe the fund
would be harmed or unable to invest effectively, or (ii) the fund receives or
anticipates simultaneous orders that may significantly affect the fund.
LIMITED EXCHANGES BETWEEN DIFFERENT CLASSES OF SHARES
Certain funds in the Franklin Templeton Funds offer classes of shares not
offered by the funds, such as "Advisor Class" or "Class Z" shares. Because the
funds do not currently offer an Advisor Class, you may exchange Advisor Class
shares of any Franklin Templeton Fund for Class I shares of a fund at Net Asset
Value. If you do so and you later decide you would like to exchange into a fund
that offers an Advisor Class, you may exchange your Class I shares for Advisor
Class shares of that fund. Certain shareholders of Class Z shares of Franklin
Mutual Series Fund Inc. may also exchange their Class Z shares for Class I
shares of a fund at Net Asset Value.
HOW DO I SELL SHARES?
You may sell (redeem) your shares at any time.
- --------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL 1. Send us signed written instructions. If you
would like your redemption proceeds wired to
a bank account, your instructions should
include:
o The name, address and telephone number of
the bank where you want the proceeds sent
o Your bank account number
o The Federal Reserve ABA routing number
o If you are using a savings and loan or
credit union, the name of the corresponding
bank and the account number
2. Include any outstanding share certificates for
the shares you are selling
3. Provide a signature guarantee if required
4. Corporate, partnership and trust accounts may
need to send additional documents. Accounts
under court jurisdiction may have other
requirements.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY PHONE Call Shareholder Services. If you would like your
redemption proceeds wired to a bank account, other
than an escrow account, you must first sign up for
the wire feature. To sign up, send us written
instructions, with a signature guarantee. To avoid
any delay in processing, the instructions should
include the items listed in "By Mail" above.
Telephone requests will be accepted:
o If the request is $50,000 or less.
Institutional accounts may exceed $50,000
by completing a separate agreement. Call
Institutional Services to receive a copy.
o If there are no share certificates issued
for the shares you want to sell or you have
already returned them to the fund
o Unless the address on your account was
changed by phone within the last 15 days
- If you do not want the ability to redeem by
phone to apply to your account, please let
us know.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
We will send your redemption check within seven days after we receive your
request in proper form. If you would like the check sent to an address other
than the address of record or made payable to someone other than the registered
owners on the account, send us written instructions signed by all account
owners, with a signature guarantee. We are not able to receive or pay out cash
in the form of currency.
The wiring of redemption proceeds is a special service that we make available
whenever possible for redemption requests of $1,000 or more. If we receive your
request in proper form before 1:00 p.m. Pacific time, your wire payment will be
sent the next business day. For requests received in proper form after 1:00 p.m.
Pacific time, the payment will be sent the second business day. By offering this
service to you, the funds are not bound to meet any redemption request in less
than the seven day period prescribed by law. Neither the funds nor their agents
shall be liable to you or any other person if, for any reason, a redemption
request by wire is not processed as described in this section.
If you sell shares you recently purchased with a check or draft, we may delay
sending you the proceeds until your check or draft has cleared, which may take
seven business days or more. A certified or cashier's check may clear in less
time.
Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to sell shares.
CONTINGENT DEFERRED SALES CHARGE
For Class I purchases, if you did not pay a front-end sales charge because you
invested $1 million or more or agreed to invest $1 million or more under a
Letter of Intent, a Contingent Deferred Sales Charge may apply if you sell all
or a part of your investment within the Contingency Period. Once you have
invested $1 million or more, any additional Class I investments you make without
a sales charge may also be subject to a Contingent Deferred Sales Charge if they
are sold within the Contingency Period. For any Class II purchase, a Contingent
Deferred Sales Charge may apply if you sell the shares within the Contingency
Period. The charge is 1% of the value of the shares sold or the Net Asset Value
at the time of purchase, whichever is less.
We will first redeem any shares in your account that are not subject to the
charge. If there are not enough of these to meet your request, we will redeem
shares subject to the charge in the order they were purchased.
Unless otherwise specified, when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests to sell a stated NUMBER OF SHARES, we will deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.
WAIVERS. We waive the Contingent Deferred Sales Charge for:
o Account fees
o Redemptions by a fund when an account falls below the minimum required
account size
o Redemptions following the death of the shareholder or beneficial owner
o Redemptions through a systematic withdrawal plan set up before February 1,
1995
o Redemptions through a systematic withdrawal plan set up on or after
February 1, 1995, at a rate of up to 1% a month of an account's Net Asset
Value. For example, if you maintain an annual balance of $1 million in
Class I shares, you can redeem up to $120,000 annually through a systematic
withdrawal plan free of charge. Likewise, if you maintain an annual balance
of $10,000 in Class II shares, $1,200 may be redeemed annually free of
charge.
WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUNDS?
Each fund receives income generally in the form of interest and other income
derived from its investments. This income, less the expenses incurred in the
fund's operations, is its net investment income from which income dividends may
be distributed. Thus, the amount of dividends paid per share may vary with each
distribution.
The funds declare dividends from their net investment income daily and pay them
monthly on or about the 20th day of the month. The daily allocation of net
investment income begins on the day after we receive your money or settlement of
a wire order trade and continues to accrue through the day we receive your
request to sell your shares or the settlement of a wire order trade.
Capital gains, if any, may be distributed twice a year, usually once in December
and once after the end of the fund's fiscal year.
Dividends and capital gains are calculated and distributed the same way for each
class. The amount of any income dividends per share will differ, however,
generally due to the difference in the Rule 12b-1 fees of each class.
Dividend payments are not guaranteed, are subject to the Board's discretion and
may vary with each payment. THE FUNDS DO NOT PAY "INTEREST" OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN THEIR SHARES.
If you buy shares shortly before a fund deducts a capital gain distribution from
its Net Asset Value, please keep in mind that you will receive a portion of the
price you paid back in the form of a taxable distribution.
DISTRIBUTION OPTIONS
You may receive your distributions from a fund in any of these ways:
1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of
the fund (without a sales charge or imposition of a Contingent Deferred Sales
Charge) by reinvesting capital gain distributions, or both dividend and
capital gain distributions. This is a convenient way to accumulate additional
shares and maintain or increase your earnings base.
2. BUY SHARES OF OTHER FRANKLIN TEMPLETON FUNDS - You may direct your
distributions to buy shares of another Franklin Templeton Fund (without a
sales charge or imposition of a Contingent Deferred Sales Charge). Many
shareholders find this a convenient way to diversify their investments.
3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both
dividend and capital gain distributions in cash. If you have the money sent
to another person or to a checking account, you may need a signature
guarantee. If you send the money to a checking account, please see
"Electronic Fund Transfers - Class I Only" under "Services to Help You Manage
Your Account."
Distributions may be reinvested only in the same class of shares, except as
follows: (i) Class II shareholders who chose to reinvest their distributions in
Class I shares of the fund or another Franklin Templeton Fund before November
17, 1997, may continue to do so; and (ii) Class II shareholders may reinvest
their distributions in shares of any Franklin Templeton money fund.
TO SELECT ONE OF THESE OPTIONS, PLEASE COMPLETE SECTIONS 6 AND 7 OF THE
SHAREHOLDER APPLICATION INCLUDED WITH THIS PROSPECTUS OR TELL YOUR INVESTMENT
REPRESENTATIVE WHICH OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL
AUTOMATICALLY REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE SAME CLASS
OF THE FUND. You may change your distribution option at any time by notifying us
by mail or phone. Please allow at least seven days before the reinvestment date
for us to process the new option.
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
SHARE PRICE
When you buy shares, you pay the Offering Price. This is the Net Asset Value per
share of the class you wish to purchase, plus any applicable sales charges. When
you sell shares, you receive the Net Asset Value per share minus any applicable
Contingent Deferred Sales Charges.
The Net Asset Value we use when you buy or sell shares is the one next
calculated after we receive your transaction request in proper form. If you buy
or sell shares through your Securities Dealer, however, we will use the Net
Asset Value next calculated after your Securities Dealer receives your request,
which is promptly transmitted to the fund.
HOW AND WHEN SHARES ARE PRICED
The funds are open for business each day the NYSE is open. We determine the Net
Asset Value per share of each class as of the close of the NYSE, normally 1:00
p.m. Pacific time. You can find the prior day's closing Net Asset Value and
Offering Price in many newspapers.
The Net Asset Value of all outstanding shares of each class is calculated on a
pro rata basis. It is based on each class' proportionate participation in the
fund, determined by the value of the shares of each class. Each class, however,
bears the Rule 12b-1 fees payable under its Rule 12b-1 plan. To calculate Net
Asset Value per share of each class, the assets of each class are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares of the class outstanding. Each fund's assets are
valued as described under "How Are Fund Shares Valued?" in the SAI.
WRITTEN INSTRUCTIONS
Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:
o Your name,
o The fund's name,
o The class of shares,
o A description of the request,
o For exchanges, the name of the fund you are exchanging into,
o Your account number,
o The dollar amount or number of shares, and
o A telephone number where we may reach you during the day, or in the evening
if preferred.
JOINT ACCOUNTS. For accounts with more than one registered owner, we accept
written instructions signed by only one owner for certain types of transactions
or account changes. These include transactions or account changes that you could
also make by phone, such as certain redemptions of $50,000 or less, exchanges
between identically registered accounts, and changes to the address of record.
For most other types of transactions or changes, written instructions must be
signed by all registered owners.
Please keep in mind that if you have previously told us that you do not want
telephone exchange or redemption privileges on your account, then we can only
accept written instructions to exchange or redeem shares if they are signed by
all registered owners on the account.
SIGNATURE GUARANTEES
For our mutual protection, we require a signature guarantee in the following
situations:
1) You wish to sell over $50,000 worth of shares,
2) You want the proceeds to be paid to someone other than the registered
owners,
3) The proceeds are not being sent to the address of record, preauthorized
bank account, or preauthorized brokerage firm account,
4) We receive instructions from an agent, not the registered owners,
5) We believe a signature guarantee would protect us against potential
claims based on the instructions received.
A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker, credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.
SHARE CERTIFICATES
We will credit your shares to your fund account. We do not issue share
certificates unless you specifically request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed, you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.
Any outstanding share certificates must be returned to the fund if you want to
sell or exchange those shares or if you would like to start a systematic
withdrawal plan. The certificates should be properly endorsed. You can do this
either by signing the back of the certificate or by completing a share
assignment form. For your protection, you may prefer to complete a share
assignment form and to send the certificate and assignment form in separate
envelopes.
TELEPHONE TRANSACTIONS
You may initiate many transactions and changes to your account by phone. Please
refer to the sections of this prospectus that discuss the transaction you would
like to make or call Shareholder Services.
When you call, we will request personal or other identifying information to
confirm that instructions are genuine. We may also record calls. If our lines
are busy or you are otherwise unable to reach us by phone, you may wish to ask
your investment representative for assistance or send us written instructions,
as described elsewhere in this prospectus.
For your protection, we may delay a transaction or not implement one if we are
not reasonably satisfied that the instructions are genuine. If this occurs, we
will not be liable for any loss. We also will not be liable for any loss if we
follow instructions by phone that we reasonably believe are genuine or if you
are unable to execute a transaction by phone.
ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS
When you open an account, we need you to tell us how you want your shares
registered. How you register your account will affect your ownership rights and
ability to make certain transactions. If you have questions about how to
register your account, you should consult your investment representative or
legal advisor. Please keep the following information in mind when registering
your account.
JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account as "joint tenants with rights of survivorship" unless you tell us
otherwise. An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, we cannot accept instructions to change owners on the account unless all
owners agree in writing, even if the law in your state says otherwise. If you
would like another person or owner to sign for you, please send us a current
power of attorney.
GIFTS AND TRANSFERS TO MINORS. You may set up a custodial account for a minor
under your state's Uniform Gifts/Transfers to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.
TRUSTS. You should register your account as a trust only if you have a valid
written trust document. This avoids future disputes or possible court action
over who owns the account.
REQUIRED DOCUMENTS. For corporate, partnership and trust accounts, please send
us the following documents when you open your account. This will help avoid
delays in processing your transactions while we verify who may sign on the
account.
- --------------------------------------------------------------------------------
TYPE OF ACCOUNT DOCUMENTS REQUIRED
- --------------------------------------------------------------------------------
CORPORATION Corporate Resolution
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PARTNERSHIP 1. The pages from the partnership agreement that
identify the general partners, or
2. A certification for a partnership agreement
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TRUST 1. The pages from the trust document that identify the
trustees, or
2. A certification for trust
- --------------------------------------------------------------------------------
STREET OR NOMINEE ACCOUNTS. If you have fund shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement with Distributors or we cannot process the transfer.
Contact your Securities Dealer to initiate the transfer. We will process the
transfer after we receive authorization in proper form from your delivering
Securities Dealer. Accounts may be transferred electronically through the NSCC.
For accounts registered in street or nominee name, we may take instructions
directly from the Securities Dealer or your nominee.
IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE
If there is a Securities Dealer or other representative of record on your
account, we are authorized: (1) to provide confirmations, account statements and
other information about your account directly to your dealer and/or
representative; and (2) to accept telephone and electronic instructions directly
from your dealer or representative, including instructions to exchange or redeem
your shares. Electronic instructions may be processed through established
electronic trading systems and programs used by the fund. Telephone instructions
directly from your representative will be accepted unless you have told us that
you do not want telephone privileges to apply to your account.
KEEPING YOUR ACCOUNT OPEN
Due to the relatively high cost of maintaining a small account, we may close
your account if the value of your shares is less than $50. We will only do this
if the value of your account fell below this amount because you voluntarily sold
your shares and your account has been inactive (except for the reinvestment of
distributions) for at least six months. Before we close your account, we will
notify you and give you 30 days to increase the value of your account to $100.
SERVICES TO HELP YOU MANAGE YOUR ACCOUNT
AUTOMATIC INVESTMENT PLAN
Our automatic investment plan offers a convenient way to invest in a fund. Under
the plan, you can have money transferred automatically from your checking
account to a fund each month to buy additional shares. If you are interested in
this program, please refer to the automatic investment plan application included
with this prospectus or contact your investment representative. The market value
of a fund's shares may fluctuate and a systematic investment plan such as this
will not assure a profit or protect against a loss. You may discontinue the
program at any time by notifying Investor Services by mail or phone.
AUTOMATIC PAYROLL DEDUCTION - CLASS I ONLY
You may have money transferred from your paycheck to a fund to buy additional
Class I shares. Your investments will continue automatically until you instruct
the fund and your employer to discontinue the plan. To process your investment,
we must receive both the check and payroll deduction information in required
form. Due to different procedures used by employers to handle payroll
deductions, there may be a delay between the time of the payroll deduction and
the time we receive the money.
SYSTEMATIC WITHDRAWAL PLAN
Our systematic withdrawal plan allows you to sell your shares and receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50.
If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder application included with
this prospectus and indicate how you would like to receive your payments. You
may choose to direct your payments to buy the same class of shares of another
Franklin Templeton Fund or have the money sent directly to you, to another
person, or to a checking account. If you choose to have the money sent to a
checking account, please see "Electronic Fund Transfers - Class I Only" below.
Once your plan is established, any distributions paid by the fund will be
automatically reinvested in your account.
You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a systematic withdrawal
plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, you may not want to set up a systematic withdrawal plan if you
plan to buy shares on a regular basis. Shares sold under the plan may also be
subject to a Contingent Deferred Sales Charge. Please see "Contingent Deferred
Sales Charge" under "How Do I Sell Shares?"
You may discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment by notifying us by mail or by
phone at least seven business days before the end of the month preceding a
scheduled payment. Please see "How Do I Buy, Sell and Exchange Shares? -
Systematic Withdrawal Plan" in the SAI for more information.
ELECTRONIC FUND TRANSFERS - CLASS I ONLY
You may choose to have dividend and capital gain distributions from Class I
shares of a fund or payments under a systematic withdrawal plan sent directly to
a checking account. If the checking account is with a bank that is a member of
the Automated Clearing House, the payments may be made automatically by
electronic funds transfer. If you choose this option, please allow at least
fifteen days for initial processing. We will send any payments made during that
time to the address of record on your account.
TELEFACTS(R)
From a touch-tone phone, you may call our TeleFACTS(R) system (day or night) at
1-800/247-1753 to:
o obtain information about your account;
o obtain price and performance information about any Franklin Templeton
Fund;
o exchange shares (within the same class) between identically registered
Franklin Templeton Class I and Class II accounts; and
o request duplicate statements and deposit slips for Franklin Templeton
accounts.
You will need the code number for each class to use TeleFACTS(R). The code
numbers are as follows:
CODE NUMBER
------------------------
CLASS I CLASS II
- -----------------------------------------------------------------
Arizona Fund ....................... 177 -
Florida Fund ....................... 178 -
Insured Fund ....................... 121 221
Massachusetts Fund ................. 118 218
Michigan Fund ...................... 119 219
Minnesota Fund ..................... 120 220
Ohio Fund .......................... 122 222
STATEMENTS AND REPORTS TO SHAREHOLDERS
We will send you the following statements and reports on a regular basis:
o Confirmation and account statements reflecting transactions in your
account, including additional purchases and dividend reinvestments. PLEASE
VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.
o Financial reports of the funds will be sent every six months. To reduce
fund expenses, we attempt to identify related shareholders within a
household and send only one copy of a report. Call Fund Information if you
would like an additional free copy of the funds' financial reports.
INSTITUTIONAL ACCOUNTS
Additional methods of buying, selling or exchanging shares of the funds may be
available to institutional accounts. Institutional investors may also be
required to complete an institutional account application. For more information,
call Institutional Services.
AVAILABILITY OF THESE SERVICES
The services above are available to most shareholders. If, however, your shares
are held by a financial institution, in a street name account, or networked
through the NSCC, the funds may not be able to offer these services directly to
you. Please contact your investment representative.
WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?
If you have any questions about your account, you may write to Investor Services
at 777 Mariners Island Blvd., P.O. Box 7777, San Mateo, California 94403-7777.
The funds, Distributors and Advisers are also located at this address. You may
also contact us by phone at one of the numbers listed below.
HOURS OF OPERATION (PACIFIC TIME)
DEPARTMENT NAME TELEPHONE NO. (MONDAY THROUGH FRIDAY)
Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
Dealer Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Fund Information 1-800/DIAL BEN 5:30 a.m. to 8:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Plan Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
Your phone call may be monitored or recorded to ensure we provide you with high
quality service. You will hear a regular beeping tone if your call is being
recorded.
GLOSSARY
USEFUL TERMS AND DEFINITIONS
ADVISERS - Franklin Advisers, Inc., the funds' investment manager
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS I AND CLASS II - Each fund, except the Arizona and Florida funds, offers
two classes of shares, designated "Class I" and "Class II." The two classes have
proportionate interests in the fund's portfolio. They differ, however, primarily
in their sales charge structures and Rule 12b-1 plans. Shares of the Arizona and
Florida funds are considered Class I shares for redemption, exchange and other
purposes.
CODE - Internal Revenue Code of 1986, as amended
CONTINGENCY PERIOD - For Class I shares, the 12 month period during which a
Contingent Deferred Sales Charge may apply. For Class II shares, the contingency
period is 18 months. The holding period for Class I begins on the first day of
the month in which you buy shares. Regardless of when during the month you buy
Class I shares, they will age one month on the last day of that month and each
following month. The holding period for Class II begins on the day you buy your
shares. For example, if you buy Class II shares on the 18th of the month, they
will age one month on the 18th day of the next month and each following month.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the funds' principal
underwriter. The SAI lists the officers and Board members who are affiliated
with Distributors. See "Officers and Trustees."
ELIGIBLE GOVERNMENTAL AUTHORITY - Any state or local government or any
instrumentality, department, authority or agency thereof that has determined the
fund is a legally permissible investment and that can only buy shares of the
fund without paying sales charges.
FITCH - Fitch Investors Service, Inc.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator
INVESTOR SERVICES - Franklin/Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LETTER - Letter of Intent
MARKET TIMERS - Market Timers generally include market timing or asset
allocation services, accounts administered so as to buy, sell or exchange shares
based on predetermined market indicators, or any person or group whose
transactions seem to follow a timing pattern or whose transactions include
frequent or large exchanges.
MOODY'S - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NSCC - National Securities Clearing Corporation
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II.
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
TELEFACTS(R) - Franklin Templeton's automated customer servicing system
WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
PROSPECTUS & APPLICATION
FRANKLIN
TAX-FREE
TRUST
JULY 1, 1998
INVESTMENT STRATEGY
TAX-FREE INCOME
FRANKLIN ALABAMA TAX-FREE INCOME FUND
FRANKLIN FLORIDA TAX-FREE INCOME FUND
FRANKLIN GEORGIA TAX-FREE INCOME FUND
FRANKLIN KENTUCKY TAX-FREE INCOME FUND
FRANKLIN LOUISIANA TAX-FREE INCOME FUND
FRANKLIN MARYLAND TAX-FREE INCOME FUND
FRANKLIN MISSOURI TAX-FREE INCOME FUND
FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND
FRANKLIN TEXAS TAX-FREE INCOME FUND
FRANKLIN VIRGINIA TAX-FREE INCOME FUND
Please read this prospectus before investing, and keep it for future reference.
It contains important information, including how each fund invests and the
services available to shareholders.
To learn more about each fund and its policies, you may request a copy of the
funds' Statement of Additional Information ("SAI"), dated July 1, 1998, which we
may amend from time to time. We have filed the SAI with the SEC and have
incorporated it by reference into this prospectus.
FOR A FREE COPY OF THE SAI OR A LARGER PRINT VERSION OF THIS PROSPECTUS, CONTACT
YOUR INVESTMENT REPRESENTATIVE OR CALL 1-800/DIAL BEN.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S.
GOVERNMENT. MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
LIKE ALL MUTUAL FUND SHARES, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
FRANKLIN TAX-FREE TRUST
THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED IN ANY
STATE, JURISDICTION OR COUNTRY IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.
TABLE OF CONTENTS
ABOUT THE FUNDS
Expense Summary .................................................. 2
Financial Highlights ............................................. 4
How Do the Funds Invest Their Assets? ............................ 23
What Are the Risks of Investing in the Funds? .................... 26
Who Manages the Funds? ........................................... 28
How Taxation Affects the Funds and Their Shareholders ............ 32
How Is the Trust Organized? ...................................... 35
ABOUT YOUR ACCOUNT
How Do I Buy Shares? ............................................. 36
May I Exchange Shares for Shares of Another Fund? ................ 43
How Do I Sell Shares? ............................................ 45
What Distributions Might I Receive From the Funds? ............... 47
Transaction Procedures and Special Requirements .................. 48
Services to Help You Manage Your Account ......................... 52
What If I Have Questions About My Account? ....................... 55
GLOSSARY
Useful Terms and Definitions ..................................... 56
FRANKLIN
TAX-FREE
TRUST
July 1, 1998
When reading this prospectus, you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo
CA 94403-7777
1-800/DIAL BEN(R)
FRANKLIN TAX-FREE TRUST
ABOUT THE FUNDS
EXPENSE SUMMARY
This table is designed to help you understand the costs of investing in a fund.
It is based on the historical expenses of each fund for the fiscal year ended
February 28, 1998. Each fund's actual expenses may vary.
<TABLE>
<CAPTION>
NORTH
ALABAMA FLORIDA GEORGIA KENTUCKY LOUISIANA MARYLAND MISSOURI CAROLINA TEXAS VIRGINIA
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------
A. SHAREHOLDER TRANSACTION EXPENSES+
CLASS I
Maximum Sales Charge
(as a percentage of
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Offering Price) 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at time of purchase++ 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at redemption++++ NONE NONE NONE NONE NONE NONE NONE NONE NONE NONE
CLASS II
Maximum Sales Charge
(as a percentage of
Offering Price) 1.99% 1.99% 1.99% - 1.99% 1.99% 1.99% 1.99% 1.99% 1.99%
Paid at time of purchase+++ 1.00% 1.00% 1.00% - 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Paid at redemption++++ 0.99% 0.99% 0.99% - 0.99% 0.99% 0.99% 0.99% 0.99% 0.99%
B. ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
CLASS I
Management Fees 0.56% 0.47% 0.59% 0.63%* 0.60% 0.56% 0.54% 0.54% 0.60% 0.53%
Rule 12b-1 Fees** 0.09% 0.09% 0.09% 0.10% 0.09% 0.09% 0.09% 0.09% 0.08% 0.09%
Other Expenses 0.07% 0.05% 0.08% 0.08% 0.07% 0.09% 0.08% 0.07% 0.08% 0.07%
-----------------------------------------------------------------------------------------------
Total Fund Operating
Expenses 0.72% 0.61% 0.76% 0.81%* 0.76% 0.74% 0.71% 0.70% 0.76% 0.69%
===============================================================================================
CLASS II
Management Fees 0.56% 0.47% 0.59% - 0.60% 0.56% 0.54% 0.54% 0.60% 0.53%
Rule 12b-1 Fees** 0.65% 0.65% 0.65% - 0.65% 0.65% 0.65% 0.65% 0.65% 0.65%
Other Expenses 0.07% 0.05% 0.08% - 0.07% 0.09% 0.08% 0.07% 0.08% 0.07%
-----------------------------------------------------------------------------------------------
Total Fund Operating
Expenses 1.28%*** 1.17% 1.32% - 1.32% 1.30% 1.27% 1.26% 1.33% 1.25%
===============================================================================================
</TABLE>
C. EXAMPLE
Assume the annual return for each class is 5%, operating expenses are as
described above, and you sell your shares after the number of years shown.
These are the projected expenses for each $1,000 that you invest in a fund.
<TABLE>
<CAPTION>
NORTH
ALABAMA FLORIDA GEORGIA KENTUCKY LOUISIANA MARYLAND MISSOURI CAROLINA TEXAS VIRGINIA
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------
CLASS I
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year**** $ 50 $ 48 $ 50 $ 50 $ 50 $ 50 $ 49 $ 49 $ 50 $ 49
3 Years $ 65 $ 61 $ 66 $ 67 $ 66 $ 65 $ 64 $ 64 $ 66 $ 64
5 Years $ 81 $ 75 $ 83 $ 86 $ 83 $ 82 $ 80 $ 80 $ 83 $ 79
10 Years $128 $115 $133 $138 $133 $130 $127 $126 $133 $125
CLASS II
1 Year $ 33 $ 32 $ 33 - $ 33 $ 33 $ 33 $ 33 $ 33 $ 33
3 Years $ 50 $ 47 $ 51 - $ 51 $ 51 $ 50 $ 50 $ 52 $ 49
5 Years $ 80 $ 74 $ 82 - $ 82 $ 81 $ 79 $ 78 $ 82 $ 78
10 Years $164 $151 $167 - $167 $165 $162 $161 $169 $160
</TABLE>
For the same Class II investment, you would pay projected expenses of $22
for the Florida Fund, and $23 for each of the remaining funds, if you did
not sell your shares at the end of the first year. Your projected expenses
for the remaining periods would be the same.
THIS IS JUST AN EXAMPLE. IT DOES NOT REPRESENT PAST OR FUTURE EXPENSES OR
RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
Each fund pays its operating expenses. The effects of these expenses are
reflected in the Net Asset Value or dividends of each class and are not
directly charged to your account.
+If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more in Class I
shares.
+++Although Class II has a lower front-end sales charge than Class I, its Rule
12b-1 fees are higher. Over time you may pay more for Class II shares. Please
see "How Do I Buy Shares? - Choosing a Share Class."
++++A Contingent Deferred Sales Charge may apply to any Class II purchase if you
sell the shares within 18 months and to Class I purchases of $1 million or more
if you sell the shares within one year. The charge is 1% of the value of the
shares sold or the Net Asset Value at the time of purchase, whichever is less.
The number in the table shows the charge as a percentage of Offering Price.
While the percentage is different depending on whether the charge is shown based
on the Net Asset Value or the Offering Price, the dollar amount you would pay is
the same. See "How Do I Sell Shares? - Contingent Deferred Sales Charge" for
details.
*For the period shown, Advisers had agreed in advance to limit its management
fees. With this reduction, management fees were 0.17% and total operating
expenses were 0.35%.
**These fees may not exceed 0.10% for Class I and 0.65% for Class II. 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 charge permitted under the NASD's rules.
***Class II total fund operating expenses are different than the ratio of
expenses to average net assets shown under "Financial Highlights" due to a
timing difference between the end of the 12b-1 plan year and the fund's fiscal
year end.
****Assumes a Contingent Deferred Sales Charge will not apply.
FINANCIAL HIGHLIGHTS
This table summarizes each fund's financial history. The information has been
audited by Coopers & Lybrand L.L.P., the funds' independent auditors. Their
audit report covering each of the most recent five years appears in the Trust's
Annual Report to Shareholders for the fiscal year ended February 28, 1998. The
Annual Report to Shareholders also includes more information about each fund's
performance. For a free copy, please call Fund Information.
<TABLE>
<CAPTION>
ALABAMA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.73 $11.73 $11.31 $11.80 $11.71 $11.00 $10.75 $10.74 $10.59 $10.54
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .64 .65 .66 .66 .66 .68 .66 .71 .75 .79
Net realized & unrealized
gains (losses) .36 .01 .42 (.50) .09 .71 .35 .07 .17 .01
---------------------------------------------------------------------------------------
Total from investment
operations 1.00 .66 1.08 .16 .75 1.39 1.01 .78 .92 .80
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.65) (.66) (.66) (.65) (.66) (.68) (.76) (.77) (.77) (.72)
Net realized gains (.10) - - - - - - - - (.02)
---------------------------------------------------------------------------------------
Total distributions (.75) (.66) (.66) (.65) (.66) (.68) (.76) (.77) (.77) (.74)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.98 $11.73 $11.73 $11.31 $11.80 $11.71 $11.00 $10.75 $10.74 $10.59
=======================================================================================
Total return* 8.79% 5.84% 9.74% 1.54% 6.35% 12.84% 9.51% 7.27% 8.61% 7.59%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $216,982 $193,466 $185,981 $170,051 $178,414 $144,480 $96,254 $50,182 $21,685 $6,079
Ratios to average net assets:
Expenses .72% .71% .72% .72% .64% .68% .71% .70% .42% -
Expenses excluding waiver
and payments by affiliate .72% .71% .72% .72% .64% .68% .71% .72% .72% .74%
Net investment income 5.39% 5.62% 5.69% 5.88% 5.62% 6.04% 6.21% 6.45% 6.69% 7.33%
Portfolio turnover rate 10.44% 15.47% 12.39% 19.85% 14.87% 11.27% 1.21% 28.36% 4.97% 12.70%
</TABLE>
<TABLE>
<CAPTION>
ALABAMA FUND (CONT.)
CLASS II
----------------------------
YEAR ENDED FEB. 28
----------------------------
1998 1997 1996***
----------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.78 $11.77 $11.36
----------------------------
Income from investment operations:
Net investment income .58 .59 .49
Net realized & unrealized gains .36 .01 .41
----------------------------
Total from investment operations .94 .60 .90
----------------------------
Less distributions from:
Net investment income (.58) (.59) (.49)
Net realized gains (.10) - -
----------------------------
Total distributions (.68) (.59) (.49)
----------------------------
Net asset value, end of year $12.04 $11.78 $11.77
============================
Total return* 8.23% 5.28% 8.01%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $9,469 $5,683 $1,662
Ratios to average net assets:
Expenses 1.29% 1.28% 1.29%**
Net investment income 4.80% 5.05% 5.09%**
Portfolio turnover rate 10.44% 15.47% 12.39%
</TABLE>
<TABLE>
<CAPTION>
FLORIDA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.59 $11.69 $11.35 $11.77 $11.68 $11.04 $10.75 $10.73 $10.59 $10.61
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .64 .67 .69 .69 .70 .71 .71 .73 .73 .81
Net realized & unrealized
gains (losses) .30 (.08) .34 (.44) .09 .65 .35 .09 .23 (.04)
---------------------------------------------------------------------------------------
Total from investment
operations .94 .59 1.03 .25 .79 1.36 1.06 .82 .96 .77
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.65) (.69) (.69) (.67) (.70) (.72) (.77) (.80) (.82) (.78)
In excess of net investment
income (.01) - - - - - - - - (.01)
---------------------------------------------------------------------------------------
Total distributions (.66) (.69) (.69) (.67) (.70) (.72) (.77) (.80) (.82) (.79)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.87 $11.59 $11.69 $11.35 $11.77 $11.68 $11.04 $10.75 $10.73 $10.59
=======================================================================================
Total return* 8.37% 5.20% 9.28% 2.36% 6.63% 12.45% 10.02% 7.69% 8.98% 7.28%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
of year (millions) $1,650 $1,458 $1,354 $1,265 $1,362 $1,165 $886 $606 $302 $34
Ratios to average net assets:
Expenses .61% .60% .60% .59% .52% .54% .54% .57% .66% .24%
Expenses excluding waiver
and payments by affiliate .61% .60% .60% .59% .52% .54% .54% .57% .66% .74%
Net investment income 5.45% 5.78% 5.93% 6.15% 5.90% 6.30% 6.60% 6.76% 6.40% 6.42%
Portfolio turnover rate 5.60% 12.00% 11.78% 14.34% 11.77% 11.72% 16.69% 10.80% 8.50% 8.64%
</TABLE>
<TABLE>
<CAPTION>
FLORIDA FUND (CONT.)
CLASS II
----------------------------
YEAR ENDED FEB. 28
----------------------------
1998 1997 1996***
----------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.67 $11.76 $11.37
----------------------------
Income from investment operations:
Net investment income .60 .60 .52
Net realized & unrealized gains (losses) .29 (.07) .38
----------------------------
Total from investment operations .89 .53 .90
----------------------------
Less distributions from:
Net investment income (.59) (.62) (.51)
In excess of net investment income (.01) - -
----------------------------
Total distributions (.60) (.62) (.51)
----------------------------
Net asset value, end of year $11.96 $11.67 $11.76
============================
Total return* 7.80% 4.65% 8.05%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $56,027 $23,556 $7,644
Ratios to average net assets:
Expenses 1.17% 1.17% 1.18%**
Net investment income 4.88% 5.17% 5.33%**
Portfolio turnover rate 5.60% 12.00% 11.78%
</TABLE>
<TABLE>
<CAPTION>
GEORGIA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.86 $11.88 $11.54 $12.00 $11.85 $11.18 $10.94 $10.90 $10.59 $10.55
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .63 .65 .66 .66 .66 .68 .65 .72 .79 .80
Net realized & unrealized
gains (losses) .27 (.02) .34 (.46) .15 .66 .35 .10 .26 (.03)
---------------------------------------------------------------------------------------
Total from investment
operations .90 .63 1.00 .20 .81 1.34 1.00 .82 1.05 .77
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64)1 (.65) (.66) (.66) (.66) (.67) (.76) (.78) (.74) (.72)
Net realized gains - - - - - - - - - (.01)
---------------------------------------------------------------------------------------
Total distributions (.64)1 (.65) (.66) (.66) (.66) (.67) (.76) (.78) (.74) (.73)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.12 $11.86 $11.88 $11.54 $12.00 $11.85 $11.18 $10.94 $10.90 $10.59
=======================================================================================
Total return* 7.75% 5.47% 8.90% 1.87% 6.77% 12.09% 9.32% 7.53% 9.94% 7.32%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $149,642 $139,903 $130,380 $116,771 $120,882 $91,017 $68,546 $32,011 $13,877 $5,640
Ratios to average net assets:
Expenses .76% .75% .77% .76% .69% .71% .72% .56% .09% -
Expenses excluding waiver
and payments by affiliate .76% .75% .77% .76% .69% .71% .72% .74% .74% .76%
Net investment income 5.28% 5.49% 5.58% 5.76% 5.48% 5.91% 6.11% 6.53% 7.07% 7.31%
Portfolio turnover rate 14.77% 17.47% 10.98% 36.17% 16.75% 17.10% 6.18% 1.20% 14.43% 12.23%
</TABLE>
<TABLE>
<CAPTION>
GEORGIA FUND (CONT.)
CLASS II
----------------------------
YEAR ENDED FEB. 28
----------------------------
1998 1997 1996***
----------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.92 $11.92 $11.57
----------------------------
Income from investment operations:
Net investment income .57 .58 .50
Net realized & unrealized gains (losses) .27 (.01) .34
----------------------------
Total from investment operations .84 .57 .84
----------------------------
Less distributions from net investment income (.57) (.57) (.49)
----------------------------
Net asset value, end of year $12.19 $11.92 $11.92
============================
Total return* 7.19% 4.97% 7.40%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $9,107 $4,484 $1,335
Ratios to average net assets:
Expenses 1.32% 1.32% 1.34%**
Net investment income 4.72% 4.87% 5.04%**
Portfolio turnover rate 14.77% 17.47% 10.98%
</TABLE>
<TABLE>
<CAPTION>
KENTUCKY FUND
YEAR ENDED FEB. 28
------------------------------------------------------------
1998 1997 1996 1995 1994 1993 19922
------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.05 $11.04 $10.54 $11.18 $11.05 $10.30 $10.00
------------------------------------------------------------
Income from investment operations:
Net investment income .61 .61 .62 .61 .63 .57 .15
Net realized & unrealized gains (losses) .40 .01 .50 (.62) .16 .83 .16
------------------------------------------------------------
Total from investment operations 1.01 .62 1.12 (.01) .79 1.40 .31
------------------------------------------------------------
Less distributions from net investment income (.61) (.61) (.62) (.63) (.66) (.65) (.01)
-------------------------------------------------------------
Net asset value, end of year $11.45 $11.05 $11.04 $10.54 $11.18 $11.05 $10.30
============================================================
Total return* 9.38% 5.86% 10.73% .11% 7.07% 13.81% 8.37%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $54,211 $44,289 $38,991 $32,831 $28,057 $11,678 $3,032
Ratios to average net assets:
Expenses .35% .34% .33% .29% - - -
Expenses excluding waiver and payments
by affiliate .81% .81% .82% .80% .71% .81% .82%**
Net investment income 5.40% 5.63% 5.65% 5.94% 5.73% 6.11% 3.52%**
Portfolio turnover rate 26.61% 24.81% 31.89% 32.92% 13.22% 18.41% 53.90%
</TABLE>
<TABLE>
<CAPTION>
LOUISIANA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.32 $11.32 $11.03 $11.56 $11.57 $10.90 $10.68 $10.58 $10.39 $10.41
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .63 .65 .66 .66 .67 .69 .67 .71 .78 .78
Net realized & unrealized
gains (losses) .30 - .28 (.55) (.01) .67 .33 .18 .20 (.03)
---------------------------------------------------------------------------------------
Total from investment
operations .93 .65 .94 .11 .66 1.36 1.00 .89 .98 .75
---------------------------------------------------------------------------------------
Less distributions from net
investment income (.64) (.65) (.65) (.64) (.67) (.69) (.78) (.79) (.79) (.77)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.61 $11.32 $11.32 $11.03 $11.56 $11.57 $10.90 $10.68 $10.58 $10.39
=======================================================================================
Total return* 8.46% 5.94% 8.75% 1.14% 5.63% 12.61% 9.49% 8.50% 9.41% 7.27%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $134,922 $112,981 $107,461 $104,980 $115,971 $95,368 $72,923 $35,862 $17,696 $4,257
Ratios to average net assets:
Expenses .76% .76% .78% .75% .68% .70% .70% .56% .04% -
Expenses excluding waiver
and payments by affiliate .76% .76% .78% .75% .68% .70% .70% .72% .70% .73%
Net investment income 5.50% 5.76% 5.89% 5.98% 5.70% 6.18% 6.33% 6.60% 7.10% 7.33%
Portfolio turnover rate 15.26% 13.68% 5.23% 32.28% 17.63% 23.37% 10.51% 0.76% 16.65% 5.91%
</TABLE>
<TABLE>
<CAPTION>
LOUISIANA FUND (CONT.)
CLASS II
----------------------------
YEAR ENDED FEB. 28
----------------------------
1998 1997 1996***
----------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.37 $11.37 $11.01
----------------------------
Income from investment operations:
Net investment income .57 .58 .49
Net realized & unrealized gains .32 - .35
----------------------------
Total from investment operations .89 .58 .84
----------------------------
Less distributions from net investment income (.58) (.58) (.48)
----------------------------
Net asset value, end of year $11.68 $11.37 $11.37
============================
Total return* 8.02% 5.27% 7.76%
Ratios/supplemental data
Net assets, end of year (000's) $4,469 $3,004 $1,438
Ratios to average net assets:
Expenses 1.32% 1.33% 1.35%**
Net investment income 4.95% 5.29% 5.27%**
Portfolio turnover rate 15.26% 13.68% 5.23%
</TABLE>
<TABLE>
<CAPTION>
MARYLAND FUND
CLASS I
----------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 19893
----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.33 $11.38 $10.92 $11.36 $11.27 $10.60 $10.37 $10.31 $10.07 $10.00
----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .59 .61 .62 .63 .64 .65 .64 .68 .72 .18
Net realized & unrealized
gains (losses) .32 (.03) .47 (.45) .09 .67 .30 .10 .19 (.05)
----------------------------------------------------------------------------------------
Total from investment
operations .91 .58 1.09 .18 .73 1.32 .94 .78 .91 .13
----------------------------------------------------------------------------------------
Less distributions from net
investment income (.60)4 (.63) (.63) (.62) (.64) (.65) (.71) (.72) (.67) (.06)
----------------------------------------------------------------------------------------
Net asset value,
end of year $11.64 $11.33 $11.38 $10.92 $11.36 $11.27 $10.60 $10.37 $10.31 $10.07
========================================================================================
Total return* 8.27% 5.24% 10.18% 1.78% 6.40% 12.64% 9.21% 7.57% 9.01% 2.98%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $213,005 $185,234 $175,078 $153,145 $156,683 $115,873 $71,538 $33,421 $14,004 $3,313
Ratios to average net assets:
Expenses .74% .73% .74% .73% .66% .71% .71% .54% .07% -
Expenses excluding waiver
and payments by affiliate .74% .73% .74% .73% .66% .71% .71% .73% .73% .65%**
Net investment income 5.20% 5.42% 5.56% 5.86% 5.58% 6.00% 6.15% 6.50% 6.84% 4.26%**
Portfolio turnover rate 3.19% 12.71% 8.11% 20.30% 18.38% 14.73% 16.65% 12.14% 6.03% 11.78%
</TABLE>
<TABLE>
<CAPTION>
MARYLAND FUND (CONT.)
CLASS II
----------------------------
YEAR ENDED FEB. 28
----------------------------
1998 1997 1996***
----------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.40 $11.44 $10.93
----------------------------
Income from investment operations:
Net investment income .54 .55 .47
Net realized & unrealized gains (losses) .31 (.03) .51
----------------------------
Total from investment operations .85 .52 .98
----------------------------
Less distributions from net investment income (.53) (.56) (.47)
----------------------------
Net asset value, end of year $11.72 $11.40 $11.44
============================
Total return* 7.70% 4.68% 9.06%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $10,515 $5,084 $913
Ratios to average net assets:
Expenses 1.30% 1.27% 1.31%**
Net investment income 4.63% 4.78% 4.95%**
Portfolio turnover rate 3.19% 12.71% 8.11%
</TABLE>
<TABLE>
<CAPTION>
MISSOURI FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.83 $11.94 $11.44 $11.94 $11.75 $11.07 $10.74 $10.64 $10.44 $10.35
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .64 .65 .65 .65 .66 .68 .65 .69 .74 .78
Net realized & unrealized
gains (losses) .44 (.07) .49 (.50) .21 .68 .41 .15 .20 .02
---------------------------------------------------------------------------------------
Total from investment
operations 1.08 .58 1.14 .15 .87 1.36 1.06 .84 .94 .80
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64) (.65) (.64) (.65) (.68) (.68) (.73) (.74) (.74) (.71)
Net realized gains (.04) (.04) - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.68) (.69) (.64) (.65) (.68) (.68) (.73) (.74) (.74) (.71)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.23 $11.83 $11.94 $11.44 $11.94 $11.75 $11.07 $10.74 $10.64 $10.44
=======================================================================================
Total return* 9.43% 5.06% 10.23% 1.44% 7.29% 12.40% 10.04% 7.96% 8.94% 7.74%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $308,045 $269,564 $247,522 $227,442 $228,149 $164,122 $110,940 $55,560 $28,479 $7,996
Ratios to average net assets:
Expenses .71% .70% .71% .70% .64% .67% .71% .72% .40% -
Expenses excluding waiver
and payments by affiliate .71% .70% .71% .70% .64% .67% .71% .72% .72% .77%
Net investment income 5.32% 5.56% 5.58% 5.75% 5.55% 6.03% 6.21% 6.42% 6.66% 7.30%
Portfolio turnover rate 14.30% 21.81% 18.27% 19.84% 11.02% 10.28% 16.40% 40.08% 8.69% 7.15%
</TABLE>
<TABLE>
<CAPTION>
MISSOURI FUND (CONT.)
CLASS II
--------------------------
YEAR ENDED FEB. 28
--------------------------
1998 1997 1996***
--------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.85 $11.97 $11.47
--------------------------
Income from investment operations:
Net investment income .58 .57 .48
Net realized & unrealized gains (losses) .45 (.07) .50
--------------------------
Total from investment operations 1.03 .50 .98
--------------------------
Less distributions from:
Net investment income (.57) (.58) (.48)
Net realized gains (.04) (.04) -
--------------------------
Total distributions (.61) (.62) (.48)
--------------------------
Net asset value, end of year $12.27 $11.85 $11.97
==========================
Total return* 8.96% 4.32% 8.66%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $10,045 $4,295 $1,325
Ratios to average net assets:
Expenses 1.27% 1.27% 1.27%**
Net investment income 4.75% 4.92% 4.94%**
Portfolio turnover rate 14.30% 21.81% 18.27%
</TABLE>
<TABLE>
<CAPTION>
NORTH CAROLINA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.73 $11.75 $11.37 $11.92 $11.88 $11.12 $10.86 $10.79 $10.55 $10.46
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .62 .64 .64 .65 .65 .67 .64 .70 .74 .77
Net realized & unrealized
gains (losses) .38 (.03) .39 (.55) .05 .75 .35 .12 .22 .06
---------------------------------------------------------------------------------------
Total from investment
operations 1.00 .61 1.03 .10 .70 1.42 .99 .82 .96 .83
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.62) (.63) (.65)1 (.65) (.66) (.66) (.73) (.74) (.72) (.72)
Net realized gains - - - - - - - (.01) - (.02)
---------------------------------------------------------------------------------------
Total distributions (.62) (.63) (.65)1 (.65) (.66) (.66) (.73) (.75) (.72) (.74)
---------------------------------------------------------------------------------------
Net asset value,
end of year $12.11 $11.73 $11.75 $11.37 $11.92 $11.88 $11.12 $10.86 $10.79 $10.55
=======================================================================================
Total return* 8.78% 5.38% 9.28% 1.06% 5.81% 12.97% 9.28% 7.66% 9.06% 7.98%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $297,406 $260,979 $247,031 $216,263 $215,540 $156,517 $106,960 $50,328 $24,746 $10,346
Ratios to average net assets:
Expenses .70% .70% .71% .70% .63% .67% .71% .74% .50% -
Expenses excluding waiver
and payments by affiliate .70% .70% .71% .70% .63% .67% .71% .74% .71% .74%
Net investment income 5.24% 5.47% 5.52% 5.75% 5.44% 5.86% 6.03% 6.37% 6.68% 7.09%
Portfolio turnover rate 9.95% 9.98% 25.19% 25.05% 3.86% 8.48% 3.16% 7.99% 11.80% 12.35%
</TABLE>
<TABLE>
<CAPTION>
NORTH CAROLINA FUND (CONT.)
CLASS II
--------------------------
YEAR ENDED FEB. 28
--------------------------
1998 1997 1996***
--------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.79 $11.80 $11.41
--------------------------
Income from investment operations:
Net investment income .56 .57 .49
Net realized & unrealized gains (losses) .39 (.02) .38
--------------------------
Total from investment operations .95 .55 .87
--------------------------
Less distributions from net investment income (.56) (.56) (.48)
--------------------------
Net asset value, end of year $12.18 $11.79 $11.80
==========================
Total return* 8.22% 4.83% 7.77%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $20,043 $9,607 $2,430
Ratios to average net assets:
Expenses 1.26% 1.26% 1.28%**
Net investment income 4.69% 4.85% 4.90%**
Portfolio turnover rate 9.95% 9.98% 25.19%
</TABLE>
<TABLE>
<CAPTION>
TEXAS FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.37 $11.58 $11.25 $11.72 $11.69 $11.03 $10.77 $10.74 $10.59 $10.56
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .62 .66 .67 .68 .69 .69 .67 .73 .84 .78
Net realized & unrealized
gains (losses) .36 - .34 (.49) .03 .66 .37 .10 .11 .04
---------------------------------------------------------------------------------------
Total from investment
operations .98 .66 1.01 .19 .72 1.35 1.04 .83 .95 .82
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.63) (.67) (.68) (.66) (.69) (.69) (.78) (.80) (.80) (.79)
In excess of net investment
income (.01) - - - - - - - - -
Net realized gains (.03) (.20) - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.67) (.87) (.68) (.66) (.69) (.69) (.78) (.80) (.80) (.79)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.68 $11.37 $11.58 $11.25 $11.72 $11.69 $11.03 $10.77 $10.74 $10.59
=======================================================================================
Total Return* 8.91% 5.91% 9.15% 1.80% 6.09% 12.41% 9.84% 7.81% 8.95% 7.88%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $130,578 $126,612 $129,702 $130,684 $148,684 $139,389 $123,722 $29,036 $6,094 $2,356
Ratios to average net assets:
Expenses .76% .75% .76% .73% .65% .66% .70% .40% - -
Expenses excluding waiver
and payments by affiliate .76% .75% .76% .73% .65% .66% .70% .75% .71% .76%
Net investment income 5.44% 5.70% 5.86% 6.05% 5.85% 6.15% 6.14% 6.46% 7.26% 7.65%
Portfolio turnover rate 34.52% 35.57% 18.38% 6.36% 20.18% 12.33% 6.44% 0.55% 3.53% 6.95%
</TABLE>
<TABLE>
<CAPTION>
TEXAS FUND (CONT.)
CLASS II
--------------------------
YEAR ENDED FEB. 28
--------------------------
1998 1997 1996***
--------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.49 $11.68 $11.27
--------------------------
Income from investment operations:
Net investment income .58 .60 .51
Net realized & unrealized gains .35 .02 .40
--------------------------
Total from investment operations .93 .62 .91
--------------------------
Less distributions from:
Net investment income (.58)1 (.61) (.50)
Net realized gains (.03) (.20) -
--------------------------
Total distributions (.61) (.81) (.50)
--------------------------
Net asset value, end of year $11.81 $11.49 $11.68
==========================
Total return* 8.31% 5.48% 8.23%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $2,076 $740 $79
Ratios to average net assets:
Expenses 1.33% 1.32% 1.33%**
Net investment income 4.79% 5.03% 5.23%**
Portfolio turnover rate 34.52% 35.57% 18.38%
</TABLE>
<TABLE>
<CAPTION>
VIRGINIA FUND
CLASS I
---------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.65 $11.72 $11.33 $11.82 $11.69 $10.98 $10.70 $10.63 $10.43 $10.45
---------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .62 .65 .66 .66 .67 .67 .66 .69 .73 .77
Net realized & unrealized
gains (losses) .35 (.07) .38 (.50) .14 .70 .36 .14 .23 (.03)
---------------------------------------------------------------------------------------
Total from investment
operations .97 .58 1.04 .16 .81 1.37 1.02 .83 .96 .74
---------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64) (.64) (.65) (.65) (.68) (.66) (.74) (.76) (.76) (.76)
Net realized gains (.10) (.01) - - - - - - - -
---------------------------------------------------------------------------------------
Total distributions (.74) (.65) (.65) (.65) (.68) (.66) (.74) (.76) (.76) (.76)
---------------------------------------------------------------------------------------
Net asset value,
end of year $11.88 $11.65 $11.72 $11.33 $11.82 $11.69 $10.98 $10.70 $10.63 $10.43
=======================================================================================
Total return* 8.53% 5.15% 9.41% 1.56% 6.80% 12.67% 9.71% 7.82% 9.12% 7.09%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $332,199 $287,172 $271,396 $255,965 $260,913 $211,171 $152,615 $82,662 $38,572 $13,885
Ratios to average net assets:
Expenses .69% .69% .69% .69% .62% .65% .68% .72% .60% .16%
Expenses excluding waiver
and payments by affiliate .69% .69% .69% .69% .62% .65% .68% .72% .72% .75%
Net investment income 5.29% 5.56% 5.66% 5.86% 5.65% 5.98% 6.17% 6.38% 6.55% 6.89%
Portfolio turnover rate 12.90% 19.25% 12.72% 21.73% 6.86% 5.74% 4.33% 2.56% 1.06% 3.92%
</TABLE>
<TABLE>
<CAPTION>
VIRGINIA FUND (CONT.)
CLASS II
--------------------------
YEAR ENDED FEB. 28
--------------------------
1998 1997 1996***
--------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.71 $11.77 $11.35
--------------------------
Income from investment operations:
Net investment income .57 .58 .49
Net realized & unrealized gains (losses) .34 (.05) .41
--------------------------
Total from investment operations .91 .53 .90
Less distributions from:
Net investment income (.57) (.58) (.48)
Net realized gains (.10) (.01) -
--------------------------
Total distributions (.67) (.59) (.48)
--------------------------
Net asset value, end of year $11.95 $11.71 $11.77
==========================
Total return* 7.97% 4.61% 8.07%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $13,186 $6,674 $2,050
Ratios to average net assets:
Expenses 1.25% 1.25% 1.26%**
Net investment income 4.72% 4.94% 5.06%**
Portfolio turnover rate 12.90% 19.25% 12.72%
</TABLE>
1Includes distributions in excess of net investment income in the amount of
$.001.
2For the period September 10, 1991 (effective date) to February 29, 1992.
3For the period October 3, 1988 (effective date) to February 28, 1989.
4Includes distributions in excess of net investment income in the amount of
$.005.
*Total return does not reflect sales commissions or the Contingent Deferred
Sales Charge, and is not annualized except where indicated. Prior to May 1,
1994, dividends from net investment income were reinvested at the Offering
Price.
**Annualized
***For the period May 1, 1995 (effective date) to February 29, 1996.
HOW DO THE FUNDS INVEST THEIR ASSETS?
A QUICK LOOK AT THE FUNDS
GOAL: High current tax-free income for residents of the fund's state.
STRATEGY: Invest in investment grade municipal securities whose interest is free
from federal and state personal income taxes, if any, for residents of the
fund's state.
WHAT IS THE MANAGER'S APPROACH?
Advisers tries to select securities that it believes will provide the best
balance between risk and return within each fund's range of allowable
investments. Advisers considers a number of factors, including general market
and economic conditions and the credit quality of the issuer, when selecting
securities for each fund.
To provide tax-free income to shareholders, Advisers typically uses a buy and
hold strategy. This means it holds securities in a fund's portfolio for income
purposes, rather than trading securities for capital gains. Advisers may sell a
security at any time, however, when Advisers believes doing so could help the
fund meet its goals.
While income is the most important part of return over time, the total return
from a municipal security includes both income and price gains or losses. Each
fund's focus on income does not mean it invests only in the highest-yielding
securities available, or that it can avoid losses of principal.
WHO MAY WANT TO INVEST?
The funds may be appropriate for investors in higher tax brackets who seek high
current income that is free from federal and state personal income taxes.
The value of each fund's investments and the income they generate will vary from
day to day, and generally reflect interest rates, market conditions, and other
federal and state political and economic news. When you sell your shares, they
may be worth more or less than what you paid for them. Please consider your
investment goals and tolerance for price fluctuations and risk when making your
investment decision.
THE FUNDS IN MORE DETAIL
WHAT ARE THE FUNDS' GOALS?
The investment goal of each fund is to provide investors with as high a level of
income exempt from federal income taxes as is consistent with prudent investing,
while seeking preservation of shareholders' capital. Each fund also tries to
provide a maximum level of income that is exempt from personal income taxes, if
any, for resident shareholders of the fund's state. These goals are fundamental,
which means that they may not be changed without shareholder approval.
WHAT KINDS OF SECURITIES DO THE FUNDS BUY?
Each fund tries to invest all of its assets in tax-free municipal securities,
including bonds, notes and commercial paper.
MUNICIPAL SECURITIES are issued by state and local governments, their agencies
and authorities, as well as by the District of Columbia and U.S. territories and
possessions, to borrow money for various public or private projects. The issuer
pays a fixed or variable rate of interest, and must repay the amount borrowed
(the "principal") at maturity.
Municipal securities help the funds meet their investment goals because they
generally pay interest free from federal income tax. Municipal securities issued
by a fund's state or that state's counties, municipalities, authorities,
agencies, or other subdivisions, as well as municipal securities issued by U.S.
territories such as Guam, Puerto Rico, or the Mariana Islands, also generally
pay interest free from state personal income taxes, if any, for residents of the
fund's state.
Each fund normally invests:
o at least 80% of its net assets in securities that pay interest free from
federal income taxes, including the federal alternative minimum tax (this
policy is fundamental);
o at least 80% of its net assets in securities that pay interest free from
the personal income taxes, if any, of its state, although each fund tries
to invest all of its assets in these securities (this policy is also
fundamental); and
o at least 65% of its total assets in municipal securities of its state.
While each fund tries to invest 100% of its assets in tax-free municipal
securities, it is possible, although not anticipated, that a fund may have up to
20% of its assets in securities that pay taxable interest. If you are subject to
the federal alternative minimum tax, please keep in mind that each fund may also
have a portion of its assets in municipal securities that pay interest subject
to the federal alternative minimum tax.
QUALITY. All things being equal, the lower a security's credit quality, the
higher the risk and the higher the yield the security generally must pay as
compensation to investors for the higher risk.
A security's credit quality depends on the issuer's ability to pay interest on
the security and, ultimately, to repay the principal. Independent rating
agencies, such as Fitch, Moody's and S&P, often rate municipal securities based
on their opinion of the issuer's credit quality. Most rating agencies use a
descending alphabet scale to rate long-term securities, and a descending
numerical scale to rate short-term securities. For example, Fitch and S&P use
AAA, AA, A and BBB for their top four long-term ratings, while Moody's uses Aaa,
Aa, A and Baa. Securities rated in the highest rating category are "top rated."
Securities in the top four ratings are "investment grade," although securities
in the fourth highest rating may have some speculative features. These ratings
are described in more detail in the SAI.
An insurance company, bank or other foreign or domestic entity may provide
credit support for a municipal security and enhance its credit quality. For
example, some municipal securities are insured, which means they are covered by
an insurance policy that insures the timely payment of principal and interest.
Other municipal securities may be backed by letters of credit, guarantees, or
escrow or trust accounts that contain securities backed by the full faith and
credit of the U.S. government to secure the payment of principal and interest.
o Each fund only buys investment grade securities or unrated securities that
Advisers believes are comparable.
MATURITY. Municipal securities are issued with a specific maturity date - the
date when the issuer must repay the amount borrowed. Maturities typically range
from less than one year (short term) to 30 years (long term). In general,
securities with longer maturities are more sensitive to price changes, although
they may provide higher yields.
o The funds have no restrictions on the maturity of the securities they may
buy or on their average portfolio maturity.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that change either at
specific intervals or whenever a benchmark rate changes. While this feature
helps to protect against a decline in the security's market price, it also
lowers a fund's income when interest rates fall. Of course, a fund's income from
its variable rate investments may also increase if interest rates rise.
o Each fund may invest in investment grade variable and floating rate
securities.
MUNICIPAL LEASE OBLIGATIONS finance the purchase of public property. The
property is leased to the state or a local government, and the lease payments
are used to pay the interest on the obligations. Municipal lease obligations
differ from other municipal securities because the lessee's governing body must
set aside the money to make the lease payments each year. If the money is not
set aside, the issuer or the lessee can end the lease without penalty. If the
lease is cancelled, investors who own the municipal lease obligations may not be
paid.
o Each fund may invest in municipal lease obligations without limit, if the
obligations meet the fund's quality and maturity standards.
WHAT ARE SOME OF THE FUNDS' OTHER INVESTMENT STRATEGIES AND PRACTICES?
TEMPORARY INVESTMENTS. When Advisers believes unusual or adverse economic,
market or other conditions exist, it may invest a fund's portfolio in a
temporary defensive manner. Under these circumstances, each fund may invest all
of its assets in securities that pay taxable interest, including (i) municipal
securities issued by a state or local government other than the fund's state, or
by a U.S. territory such as Guam, Puerto Rico or the Mariana Islands; (ii) high
quality commercial paper; or (iii) securities issued by or guaranteed by the
full faith and credit of the U.S. government.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS are those where payment and
delivery for the security take place at a future date. Since the market price of
the security may fluctuate during the time before payment and delivery, the fund
assumes the risk that the value of the security at delivery may be more or less
than the purchase price.
DIVERSIFICATION. Diversification involves limiting the amount of money invested
in any one issuer or, on a broader scale, in any one state or type of project to
help spread and reduce the risks of investment. Non-diversified funds may invest
a greater portion of their assets in the securities of one issuer than
diversified funds. Economic, business, political or other changes can affect all
securities of a similar type. A non-diversified fund may be more sensitive to
these changes.
o The Maryland Fund is a non-diversified fund, although it intends to meet
certain diversification requirements for tax purposes. The other funds are
all diversified. Each fund may invest more than 25% of its assets in
municipal securities that finance similar types of projects, such as
hospitals, housing, industrial development, transportation or pollution
control.
OTHER POLICIES AND RESTRICTIONS. Each fund has a number of additional investment
policies and restrictions that govern its activities. Those that are identified
as "fundamental" may only be changed with shareholder approval. The others may
be changed by the Board alone. For a list of these restrictions and more
information about each fund's investment policies, including those described
above, please see "How Do the Funds Invest Their Assets?" and "Investment
Restrictions" in the SAI.
Generally, the policies and restrictions discussed in this prospectus and in the
SAI apply when a fund makes an investment. In most cases, a fund is not required
to sell a security because circumstances change and the security no longer meets
one or more of the fund's policies or restrictions.
WHAT ARE THE RISKS OF INVESTING IN THE FUNDS?
Like all investments, an investment in a fund involves risks. The risks of each
fund are basically the same as those of other investments in municipal
securities of similar quality, although an investment in the funds may involve
more risk than an investment in a fund that does not focus on securities of a
single state. Because each fund holds many securities, it is likely to be less
risky than any one, or few, directly held municipal investments.
GENERAL RISK. There is no assurance that a fund will meet its investment goal. A
fund's share price, and the value of your investment, may change. Generally,
when the value of a fund's investments go down, so does the fund's share price.
Similarly, when the value of a fund's investments go up, so does the fund's
share price. Since the value of a fund's shares can go up or down, it is
possible to lose money by investing in a fund.
INTEREST RATE RISK is the risk that changes in interest rates can reduce the
value of a security. When interest rates rise, municipal security prices fall.
The opposite is also true: municipal security prices go up when interest rates
fall. To explain why this is so, assume you hold a municipal security offering a
5% yield. A year later, interest rates are on the rise and comparable securities
are offered with a 6% yield. With higher-yielding securities available, you
would have trouble selling your 5% security for the price you paid - causing you
to lower your asking price. On the other hand, if interest rates were falling
and 4% municipal securities were being offered, you would be able to sell your
5% security for more than you paid.
INCOME RISK is the risk that a fund's income will decrease due to falling
interest rates. Since a fund can only distribute what it earns, a fund's
distributions to its shareholders may decline when interest rates fall.
CREDIT RISK is the possibility that an issuer will be unable to make interest
payments or repay principal. Changes in an issuer's financial strength or in a
security's credit rating may affect its value. Even securities supported by
credit enhancements have the credit risk of the entity providing the credit
support. Credit support provided by a foreign entity may be less certain because
of the possibility of adverse foreign economic, political or legal developments
that may affect the ability of that foreign entity to meet its obligations.
Changes in the credit quality of the credit provider could affect the value of
the security and the fund's share price.
MARKET RISK is the risk that a security's value will be reduced by market
activity or the results of supply and demand. This is a basic risk associated
with all securities. When there are more sellers than buyers, prices tend to
fall. Likewise, when there are more buyers than sellers, prices tend to
increase.
CALL RISK is the likelihood that a security will be prepaid (or "called") before
maturity. An issuer is more likely to call its bonds when interest rates are
falling, because the issuer can issue new bonds with lower interest payments. If
a bond is called, a fund may have to replace it with a lower-yielding security.
STATE RISKS. Since each fund invests heavily in municipal securities of its
state, events in that state are likely to affect the fund's investments and its
performance. These events may include:
o economic or political policy changes;
o tax base erosion;
o state constitutional limits on tax increases;
o budget deficits and other financial difficulties; and
o changes in the ratings assigned to municipal issuers.
A negative change in any one of these or other areas could affect the ability of
a state's municipal issuers to meet their obligations. It is important to
remember that economic, budget and other conditions within a state are
unpredictable and can change at any time. For more specific information on the
economy and financial strength of the funds' various states, please see "What
Are the Risks of Investing in the Funds?" in the SAI.
U.S. TERRITORIES RISKS. Each fund may invest up to 35% of its assets in
municipal securities issued by U.S. territories such as Guam, Puerto Rico or the
Mariana Islands. As with state municipal securities, events in any of these
territories where a fund invests may affect the fund's investments and its
performance.
WHO MANAGES THE FUNDS?
THE BOARD. The Board oversees the management of each fund and elects its
officers. The officers are responsible for each fund's day-to-day operations.
The Board also monitors each fund to ensure no material conflicts exist among
the fund's classes of shares. While none is expected, the Board will act
appropriately to resolve any material conflict that may arise.
INVESTMENT MANAGER. Advisers manages each fund's assets and makes its investment
decisions. Advisers also performs similar services for other funds. It is wholly
owned by Resources, a publicly owned company engaged in the financial services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are the principal shareholders of Resources. Together, Advisers and its
affiliates manage over $243 billion in assets, including $48 billion in the
municipal securities market. Please see "Investment Management and Other
Services" and "Miscellaneous Information" in the SAI for information on
securities transactions and a summary of the funds' Code of Ethics.
MANAGEMENT TEAM. The team responsible for the day-to-day management of each
fund's portfolio is:
Thomas Kenny
Senior Vice President of Advisers
Mr. Kenny has been an analyst or portfolio manager for each of the funds since
their inception. Mr. Kenny is the Director of Franklin's Municipal Bond
Department. He holds a Master of Science degree in Finance from Golden Gate
University and a Bachelor of Arts degree in Business and Economics from the
University of California at Santa Barbara. Mr. Kenny joined the Franklin
Templeton Group in 1986. He is a member of several securities industry-related
committees and associations.
John Pomeroy
Portfolio Manager of Advisers
Mr. Pomeroy has been an analyst or portfolio manager for the Alabama, Georgia
and Maryland funds since 1989. Mr. Pomeroy holds a Bachelor of Science degree in
Finance from San Francisco State University. He joined the Franklin Templeton
Group in 1986. He is a member of several securities industry-related committees
and associations.
Stella Wong
Vice President of Advisers
Ms. Wong has been an analyst or portfolio manager for the Florida, Louisiana,
Maryland, North Carolina, Texas and Virginia funds since their inception. Ms.
Wong holds a Master degree in Financial Planning from Golden Gate University and
a Bachelor of Science degree in Business Administration from San Francisco State
University. She joined the Franklin Templeton Group in 1986. She is a member of
several securities industry-related committees and associations.
John Wiley
Portfolio Manager of Advisers
Mr. Wiley has been an analyst or portfolio manager for the Louisiana and Texas
funds since 1991. Mr. Wiley holds a Master of Business Administration degree in
Finance from Saint Mary's College and a Bachelor of Science degree from the
University of California at Berkeley. He joined the Franklin Templeton Group in
1989. He is a member of several securities industry-related committees and
associations.
Sheila Amoroso
Vice President of Advisers
Ms. Amoroso has been an analyst or portfolio manager for the Florida, Kentucky
and Missouri funds since their inception. Ms. Amoroso holds a Bachelor of
Science degree from San Francisco State University. She joined the Franklin
Templeton Group in 1986. She is a member of several securities industry-related
committees and associations.
Ben Barber
Portfolio Manager of Advisers
Mr. Barber has been an analyst or portfolio manager for the Missouri and Alabama
funds since 1993. He has a Bachelor of Arts degree in International Relations
and Political Science from the University of California at Santa Barbara. Mr.
Barber joined the Franklin Templeton Group in 1991. He is a member of several
securities industry-related committees and associations.
Mark Orsi
Portfolio Manager of Advisers
Mr. Orsi has been an analyst or portfolio manager for the Kentucky, Georgia,
North Carolina and Virginia funds since 1991. He holds a Bachelor of Science
degree in Finance from Santa Clara University. Mr. Orsi joined the Franklin
Templeton Group in 1990. He is a member of several securities industry-related
committees and associations.
MANAGEMENT FEES. During the fiscal year ended February 28, 1998, management fees
paid to Advisers and total operating expenses, as a percentage of average
monthly net assets, were as follows:
TOTAL
MANAGEMENT OPERATING EXPENSES
------------------
FEES CLASS I CLASS II
- ----------------------------------------------------------------------------
Alabama Fund ............................. 0.56% 0.72% 1.28%
Florida Fund ............................. 0.47% 0.61% 1.17%
Georgia Fund ............................. 0.59% 0.76% 1.32%
Kentucky Fund ............................ 0.17%* 0.35%* -
Louisiana Fund ........................... 0.60% 0.76% 1.32%
Maryland Fund ............................ 0.56% 0.74% 1.30%
Missouri Fund ............................ 0.54% 0.71% 1.27%
North Carolina Fund ...................... 0.54% 0.70% 1.26%
Texas Fund ............................... 0.60% 0.76% 1.33%
Virginia Fund ............................ 0.53% 0.69% 1.25%
*Management fees, before any advance waiver, totaled 0.63%. Total operating
expenses were 0.81%. Under an agreement by Advisers to limit its fees, the
Kentucky Fund paid the management fees and total operating expenses shown.
Advisers may end this arrangement at any time upon notice to the Board.
PORTFOLIO TRANSACTIONS. Advisers tries to obtain the best execution on all
transactions. If Advisers believes more than one broker or dealer can provide
the best execution, it may consider research and related services and the sale
of fund shares, as well as shares of other funds in the Franklin Templeton Group
of Funds, when selecting a broker or dealer. Please see "How Do the Funds Buy
Securities for Their Portfolios?" in the SAI for more information.
ADMINISTRATIVE SERVICES. Under an agreement with Advisers, FT Services provides
certain administrative services and facilities for each fund. During the fiscal
year ended February 28, 1998, administration fees paid to FT Services, as a
percentage of average daily net assets, were as follows:
ADMINISTRATION
FEES
- --------------------------------------------------------
Alabama Fund ............................ 0.15%
Florida Fund ............................ 0.11%
Georgia Fund ............................ 0.15%
Kentucky Fund ........................... 0.15%
Louisiana Fund .......................... 0.15%
Maryland Fund ........................... 0.15%
Missouri Fund ........................... 0.15%
North Carolina Fund ..................... 0.15%
Texas Fund .............................. 0.15%
Virginia Fund ........................... 0.14%
These fees are paid by Advisers. They are not a separate expense of the funds.
Please see "Investment Management and Other Services" in the SAI for more
information.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 Plans" under
which they may pay or reimburse Distributors or others for the expenses of
activities that are primarily intended to sell shares of the fund. These
expenses may include, among others, distribution or service fees paid to
Securities Dealers or others who have executed a servicing agreement with the
fund, Distributors or its affiliates; a prorated portion of Distributors'
overhead expenses; and the expenses of printing prospectuses and reports used
for sales purposes, and preparing and distributing sales literature and
advertisements.
Payments by the funds under their Class I plans may not exceed 0.10% per year of
Class I's average daily net assets. All distribution expenses over this amount
will be borne by those who have incurred them. During the first year after
certain Class I purchases made without a sales charge, Securities Dealers may
not be eligible to receive the Rule 12b-1 fees associated with the purchase.
Under the Class II plans, a fund may pay Distributors up to 0.50% per year of
Class II's average daily net assets to pay Distributors or others for providing
distribution and related services and bearing certain Class II expenses. All
distribution expenses over this amount will be borne by those who have incurred
them. During the first year after a purchase of Class II shares, Securities
Dealers may not be eligible to receive this portion of the Rule 12b-1 fees
associated with the purchase.
A fund may also pay a servicing fee of up to 0.15% per year of Class II's
average daily net assets under the Class II plans. This fee may be used to pay
Securities Dealers or others for, among other things, helping to establish and
maintain customer accounts and records, helping with requests to buy and sell
shares, receiving and answering correspondence, monitoring dividend payments
from the fund on behalf of customers, and similar servicing and account
maintenance activities.
The Rule 12b-1 fees charged to each class are based only on the fees
attributable to that particular class. For more information, please see "The
Funds' Underwriter" in the SAI.
<TABLE>
<CAPTION>
HOW TAXATION AFFECTS THE FUNDS AND THEIR SHAREHOLDERS
ON AUGUST 5, 1997, PRESIDENT CLINTON SIGNED INTO LAW THE TAXPAYER RELIEF ACT OF 1997
(THE "1997 ACT"). THIS NEW LAW MAKES SWEEPING CHANGES TO THE CODE. BECAUSE MANY OF
THESE CHANGES ARE COMPLEX, THEY ARE DISCUSSED IN THE SAI.
<S> <C>
TAXATION OF THE FUNDS' INVESTMENTS.
-------------------------------------------
Each fund invests your money in the HOW DO THE FUNDS EARN INCOME AND GAINS?
municipal and other securities described
in the section "How Do the Funds Invest Each fund earns interest and other income
Their Assets?" Special tax rules may apply (the fund's "income") on its investments.
when determining the income and gains that When a fund sells a security for a price
each fund earns on its investments. These that is higher than it paid, it has a
rules may, in turn, affect the amount of gain. When a fund sells a security for a
distributions that a fund pays to you. price that is lower than it paid, it has
These special tax rules are discussed in a loss. If a fund has held the security
the SAI. for more than one year, the gain or loss
will be a long-term capital gain or loss.
TAXATION OF THE FUNDS. As a regulated If a fund has held the security for one
investment company, each fund generally year or less, the gain or loss will be a
pays no federal income tax on the income short-term capital gain or loss. A fund's
and gains that it distributes to you. gains and losses are netted together,
and, if the fund has a net gain (the
fund's "gains"), that gain will generally
be distributed to you.
-------------------------------------------
TAXATION OF SHAREHOLDERS
-------------------------------------------
DISTRIBUTIONS. Distributions made to you WHAT IS A DISTRIBUTION?
from interest income on municipal
securities will be exempt from the regular As a shareholder, you will receive your
federal income tax. Distributions made to share of a fund's income and gains on its
you from other income on temporary investments. A fund's interest income on
investments, short-term capital gains, or municipal securities is paid to you as
ordinary income from the sale of market exempt-interest dividends. A fund's
discount bonds will be taxable to you as ordinary income and short-term capital
ordinary dividends, whether you receive gains are paid to you as ordinary
them in cash or in additional shares. dividends. A fund's long-term capital
Distributions made to you from interest on gains are paid to you as capital gain
certain private activity bonds, while distributions. If a fund pays you an
still exempt from the regular federal amount in excess of its income and gains,
income tax, are a preference item when this excess will generally be treated as
determining your alternative minimum tax. a non-taxable distribution. These
The fund will send you a statement in amounts, taken together, are what we call
January of the current year that reflects a fund's distributions to you.
the amount of exempt-interest dividends,
ordinary dividends, capital gain
distributions, interest income that is a
tax preference item under the alternative
minimum tax and non-taxable distributions
you received from the fund in the prior
year. This statement will include
distributions declared in December and
paid to you in January of the current
year, but which are taxable as if paid on
December 31 of the prior year. The IRS
requires you to report these amounts on
your income tax return for the prior year.
A fund's statement for the prior year will
tell you how much of your capital gain
distribution represents 28% rate gain. The
remainder of the capital gain distribution
represents 20% rate gain.
-------------------------------------------
DIVIDENDS-RECEIVED DEDUCTION. It is anticipated that no portion of the funds'
distributions will qualify for the corporate dividends-received deduction.
-------------------------------------------
REDEMPTIONS AND EXCHANGES. If you redeem WHAT IS A REDEMPTION?
your shares or if you exchange your shares
in the funds for shares in another A redemption is a sale by you to the fund
Franklin Templeton Fund, you will of some or all of your shares in the
generally have a gain or loss that the IRS fund. The price per share you receive
requires you to report on your income tax when you redeem fund shares may be more
return. If you exchange fund shares held or less than the price at which you
for 90 days or less and pay no sales purchased those shares. An exchange of
charge, or a reduced sales charge, for the shares in the fund for shares of another
new shares, all or a portion of the sales Franklin Templeton Fund is treated as a
charge you paid on the purchase of the redemption of fund shares and then a
shares you exchanged is not included in purchase of shares of the other fund.
their cost for purposes of computing gain When you redeem or exchange your shares,
or loss on the exchange. If you hold your you will generally have a gain or loss,
shares for six months or less, any loss depending upon whether the amount you
you have will be disallowed to the extent receive for your shares is more or less
of any exempt-interest dividends paid on than your cost or other basis in the
your shares. Any such loss not disallowed shares. Please call Fund Information for
will be treated as a long-term capital a free shareholder Tax Information
loss to the extent of any long-term Handbook if you need more information on
capital gain distributions paid on your calculating the gain or loss on the
shares. All or a portion of any loss on redemption or exchange of your shares.
the redemption or exchange of your shares
will be disallowed by the IRS if you buy
other shares in the fund within 30 days
before or after your redemption
or exchange.
-------------------------------------------
STATE TAXES. Ordinary dividends and capital gain distributions that you receive from
the funds, and gains arising from redemptions or exchanges of your fund shares, will
generally be subject to state and local income tax. Distributions paid from the
interest earned on municipal securities of a state, or its political subdivisions,
will generally be exempt from that state's personal income taxes. Dividends paid from
interest earned on qualifying U.S. territorial obligations (including qualifying
obligations of Puerto Rico, the U.S. Virgin Islands and Guam) will also be exempt
from that state's personal income taxes. A state does not, however, grant tax-free
treatment to interest on investments in municipal securities of other states.
Corporate taxpayers subject to a state's corporate income or franchise tax may be
subject to special rules. The holding of fund shares may also be subject to state and
local intangibles taxes. Each fund in which you are a shareholder will provide you
with information at the end of each calendar year on the amounts of such dividends
that may qualify for exemption from reporting on your individual income tax returns.
You may wish to contact your tax advisor to determine the state and local tax
consequences of your investment in the fund
SOCIAL SECURITY AND RAILROAD RETIREMENT BENEFITS. Exempt-interest dividends paid to
you, although exempt from the regular federal income tax, are includible in the tax
base for determining the taxable portion of your social security or railroad
retirement benefits. The IRS requires you to disclose these exempt-interest dividends
on your federal income tax return.
NON-U.S. INVESTORS. Ordinary dividends generally will be subject to U.S. income tax
withholding. Your home country may also tax ordinary dividends, exempt-interest
dividends, capital gain distributions and gains arising from redemptions or exchanges
of your fund shares. Fund shares held by the estate of a non-U.S. investor may be
subject to U.S. estate tax. You may wish to contact your tax advisor to determine the
U.S. and non-U.S. tax consequences of your investment in a fund.
-------------------------------------------
BACKUP WITHHOLDING. When you open an WHAT IS A BACKUP WITHHOLDING?
account, IRS regulations require that you
provide your taxpayer identification Backup withholding occurs when a fund is
number ("TIN"), certify that it is required to withhold and pay over to the
correct, and certify that you are not IRS 31% of your distributions and
subject to backup withholding under IRS redemption proceeds. You can avoid backup
rules. If you fail to provide a correct withholding by providing the fund with
TIN or the proper tax certifications, the your TIN, and by completing the tax
IRS requires the fund to withhold 31% of certifications on your shareholder
all the distributions (including ordinary application that you were asked to sign
dividends and capital gain distributions), when you opened your account. However, if
and redemption proceeds paid to you. The the IRS instructs the fund to begin
fund is also required to begin backup backup withholding, it is required to do
withholding on your account if the IRS so even if you provided the fund with
instructs the fund to do so. The fund your TIN and these tax certifications,
reserves the right not to open your and backup withholding will remain in
account, or, alternatively, to redeem your place until the fund is instructed by the
shares at the current Net Asset Value, IRS that it is no longer required.
less any taxes withheld, if you fail to
provide a correct TIN, fail to provide the
proper tax certifications, or the IRS
instructs the fund to begin backup
withholding on your account.
-------------------------------------------
THIS TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE FEDERAL, STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE FUNDS. FOR A MORE COMPLETE
DISCUSSION OF THESE RULES AND RELATED MATTERS, PLEASE SEE "ADDITIONAL
INFORMATION ON DISTRIBUTIONS AND TAXES" AND "APPENDICES - STATE TAX
TREATMENT" IN THE SAI. THE TAX TREATMENT TO YOU OF DIVIDENDS, CAPITAL GAIN
DISTRIBUTIONS, FOREIGN TAXES PAID AND INCOME TAXES WITHHELD IS ALSO DISCUSSED
IN A FREE FRANKLIN TEMPLETON TAX INFORMATION HANDBOOK, WHICH YOU MAY REQUEST
BY CONTACTING FUND INFORMATION.
</TABLE>
HOW IS THE TRUST ORGANIZED?
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company, commonly called a mutual fund. It was organized
as a Massachusetts business trust in September 1984, and is registered with the
SEC. Except for the Kentucky Fund, each fund offers two classes of shares:
Franklin Alabama Tax-Free Income Fund - Class I, Franklin Florida Tax-Free
Income Fund - Class I, Franklin Georgia Tax-Free Income Fund - Class I, Franklin
Louisiana Tax-Free Income Fund - Class I, Franklin Maryland Tax-Free Income Fund
- - Class I, Franklin Missouri Tax-Free Income Fund - Class I, Franklin North
Carolina Tax-Free Income Fund - Class I, Franklin Texas Tax-Free Income Fund -
Class I, Franklin Virginia Tax-Free Income Fund - Class I and Franklin Alabama
Tax-Free Income Fund - Class II, Franklin Florida Tax-Free Income Fund - Class
II, Franklin Georgia Tax-Free Income Fund - Class II, Franklin Louisiana
Tax-Free Income Fund - Class II, Franklin Maryland Tax-Free Income Fund - Class
II, Franklin Missouri Tax-Free Income Fund - Class II, Franklin North Carolina
Tax-Free Income Fund - Class II, Franklin Texas Tax-Free Income Fund - Class II,
and Franklin Virginia Tax-Free Income Fund - Class II. All shares outstanding
before the offering of Class II shares, and all shares of the Kentucky Fund, are
considered Class I shares. Additional series and classes of shares may be
offered in the future.
Shares of each class represent proportionate interests in the assets of the fund
and have the same voting and other rights and preferences as any other class of
the fund for matters that affect the fund as a whole. For matters that only
affect one class, however, only shareholders of that class may vote. Each class
will vote separately on matters affecting only that class, or expressly required
to be voted on separately by state or federal law. Shares of each class of a
series have the same voting and other rights and preferences as the other
classes and series of the Trust for matters that affect the Trust as a whole.
The Trust has noncumulative voting rights. This gives holders of more than 50%
of the shares voting the ability to elect all of the members of the Board. If
this happens, holders of the remaining shares voting will not be able to elect
anyone to the Board.
The Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may also be called by the Board in its
discretion or by shareholders holding at least 10% of the outstanding shares. In
certain circumstances, we are required to help you communicate with other
shareholders about the removal of a Board member.
ABOUT YOUR ACCOUNT
HOW DO I BUY SHARES?
OPENING YOUR ACCOUNT
To open your account, please follow the steps below. This will help avoid any
delays in processing your request. PLEASE KEEP IN MIND THAT THE FUNDS DO NOT
CURRENTLY ALLOW INVESTMENTS BY MARKET TIMERS.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The funds' minimum
investments are:
o To open your account: $100*
o To add to your account: $25*
*We reserve the right to refuse any order to buy shares.
3. Carefully complete and sign the enclosed shareholder application,
including the optional shareholder privileges section. By applying for
privileges now, you can avoid the delay and inconvenience of having to
send an additional application to add privileges later. PLEASE ALSO
INDICATE WHICH CLASS OF SHARES YOU WANT TO BUY. IF YOU DO NOT SPECIFY A
CLASS, WE WILL AUTOMATICALLY INVEST YOUR PURCHASE IN CLASS I SHARES. It
is important that we receive a signed application since we will not be
able to process any redemptions from your account until we receive your
signed application.
4. Make your investment using the table below.
- --------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL For an initial investment:
Return the application to the fund with your
check made payable to the fund.
For additional investments:
Send a check made payable to the fund. Please
include your account number on the check.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY WIRE 1. Call Shareholder Services or, if that number is
busy, call 1-650/312-2000 collect, to receive a
wire control number and wire instructions. You
need a new wire control number every time you
wire money into your account. If you do not
have a currently effective wire control number,
we will return the money to the bank, and we
will not credit the purchase to your account.
2. For an initial investment you must also return
your signed shareholder application to the fund.
IMPORTANT DEADLINES: If we receive your call before
1:00 p.m. Pacific time and the bank receives the
wired funds and reports the receipt of wired funds
to the fund by 3:00 p.m. Pacific time, we will
credit the purchase to your account that day. If we
receive your call after 1:00 p.m. or the bank
receives the wire after 3:00 p.m., we will credit
the purchase to your account the following business
day.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
CHOOSING A SHARE CLASS
Each class has its own sales charge and expense structure, allowing you to
choose the class that best meets your situation. The class that may be best for
you depends on a number of factors, including the amount and length of time you
expect to invest. Generally, Class I shares may be more attractive for long-term
investors or investors who qualify to buy Class I shares at a reduced sales
charge. Your financial representative can help you decide.
CLASS I CLASS II
- --------------------------------------------------------------------------------
Higher front-end sales charges Lower front-end sales charges than
than Class II shares. There are Class I shares
several ways to reduce these
charges, as described below. There
is no front-end sales charge for
purchases of $1 million or more.*
Contingent Deferred Sales Charge Contingent Deferred Sales Charge
on purchases of $1 million or more on purchases sold within 18 months
sold within one year
Lower annual expenses than Class Higher annual expenses than Class
II shares I shares
*If you are investing $1 million or more, it is generally more beneficial for
you to buy Class I shares because there is no front-end sales charge and the
annual expenses are lower. Therefore, any purchase of $1 million or more is
automatically invested in Class I shares. You may accumulate more than $1
million in Class II shares through purchases over time. If you plan to do this,
however, you should determine if it would be better for you to buy Class I
shares through a Letter of Intent.
PURCHASE PRICE OF FUND SHARES
For Class I shares, the sales charge you pay depends on the dollar amount you
invest, as shown in the table below. The sales charge for Class II shares is 1%
and, unlike Class I, does not vary based on the size of your purchase.
<TABLE>
<CAPTION>
TOTAL SALES CHARGE AMOUNT PAID
AS A PERCENTAGE OF TO DEALER AS A
---------------------------------
AMOUNT OF PURCHASE OFFERING NET AMOUNT PERCENTAGE OF
AT OFFERING PRICE PRICE INVESTED OFFERING PRICE
- ---------------------------------------------------------------------------------------------------------------
CLASS I
<S> <C> <C> <C> <C>
Under $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 None
CLASS II
Under $1,000,000*................................ 1.00% 1.01% 1.00%
</TABLE>
*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases of $1
million or more and any Class II purchase. Please see "How Do I Sell Shares? -
Contingent Deferred Sales Charge." Please also see "Other Payments to Securities
Dealers" below for a discussion of payments Distributors may make out of its own
resources to Securities Dealers for certain purchases. Purchases of Class II
shares are limited to purchases below $1 million. Please see "Choosing a Share
Class."
SALES CHARGE REDUCTIONS AND WAIVERS
- - IF YOU QUALIFY TO BUY SHARES UNDER ONE OF THE SALES CHARGE REDUCTION OR
WAIVER CATEGORIES DESCRIBED BELOW, PLEASE INCLUDE A WRITTEN STATEMENT WITH
EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES. If you don't
include this statement, we cannot guarantee that you will receive the sales
charge reduction or waiver.
CUMULATIVE QUANTITY DISCOUNTS - CLASS I ONLY. To determine if you may pay a
reduced sales charge, the amount of your current Class I purchase is added to
the cost or current value, whichever is higher, of your existing shares in the
Franklin Templeton Funds, as well as those of your spouse, children under the
age of 21 and grandchildren under the age of 21. If you are the sole owner of a
company, you may also add any company accounts, including retirement plan
accounts.
LETTER OF INTENT - CLASS I ONLY. You may buy Class I shares at a reduced sales
charge by completing the Letter of Intent section of the shareholder
application. A Letter of Intent is a commitment by you to invest a specified
dollar amount during a 13 month period. The amount you agree to invest
determines the sales charge you pay on Class I shares.
BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
o You authorize Distributors to reserve 5% of your total intended purchase in
Class I shares registered in your name until you fulfill your Letter.
o You give Distributors a security interest in the reserved shares and
appoint Distributors as attorney-in-fact.
o Distributors may sell any or all of the reserved shares to cover any
additional sales charge if you do not fulfill the terms of the Letter.
o Although you may exchange your shares, you may not sell reserved shares
until you complete the Letter or pay the higher sales charge.
Your periodic statements will include the reserved shares in the total shares
you own. We will pay or reinvest dividend and capital gain distributions on the
reserved shares as you direct.
If you would like more information about the Letter of Intent privilege, please
see "How Do I Buy, Sell and Exchange Shares? - Letter of Intent" in the SAI or
call Shareholder Services.
GROUP PURCHASES - CLASS I ONLY. If you are a member of a qualified group, you
may buy Class I shares at a reduced sales charge that applies to the group as a
whole. The sales charge is based on the combined dollar value of the group
members' existing investments, plus the amount of the current purchase.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton Fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
SALES CHARGE WAIVERS. If one of the following sales charge waivers applies to
you or your purchase of fund shares, you may buy shares of the fund without a
front-end sales charge or a Contingent Deferred Sales Charge. All of the sales
charge waivers listed below apply to purchases of Class I shares only, except
for items 1 and 2 which also apply to Class II purchases.
Certain distributions, payments or redemption proceeds that you receive may be
used to buy shares of the fund without a sales charge if you reinvest them
within 365 days of their payment or redemption date. They include:
1. Dividend and capital gain distributions from any Franklin Templeton
Fund. The distributions generally must be reinvested in the same class
of shares. Certain exceptions apply, however, to Class II shareholders
who chose to reinvest their distributions in Class I shares of the fund
before November 17, 1997, and to Advisor Class or Class Z shareholders
of a Franklin Templeton Fund who may reinvest their distributions in
Class I shares of the fund.
2. Redemption proceeds from the sale of shares of any Franklin Templeton
Fund if you originally paid a sales charge on the shares and you
reinvest the money in the same class of shares. This waiver does not
apply to exchanges.
If you paid a Contingent Deferred Sales Charge when you redeemed your
shares from a Franklin Templeton Fund, a Contingent Deferred Sales
Charge will apply to your purchase of fund shares and a new Contingency
Period will begin. We will, however, credit your fund account with
additional shares based on the Contingent Deferred Sales Charge you paid
and the amount of redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Bank
CD, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date the CD matures, including any
rollover.
3. Dividend or capital gain distributions from a real estate investment
trust (REIT) sponsored or advised by Franklin Properties, Inc.
4. Annuity payments received under either an annuity option or from death
benefit proceeds, only if the annuity contract offers as an investment
option the Franklin Valuemark Funds or the Templeton Variable Products
Series Fund. You should contact your tax advisor for information on any
tax consequences that may apply.
5. Redemption proceeds from a repurchase of shares of Franklin Floating
Rate Trust, if the shares were continuously held for at least 12 months.
If you immediately placed your redemption proceeds in a Franklin Bank CD
or a Franklin Templeton money fund, you may reinvest them as described
above. The proceeds must be reinvested within 365 days from the date the
CD matures, including any rollover, or the date you redeem your money
fund shares.
6. Redemption proceeds from the sale of Class A shares of any of the
Templeton Global Strategy Funds if you are a qualified investor.
If you paid a contingent deferred sales charge when you redeemed your
Class A shares from a Templeton Global Strategy Fund, a Contingent
Deferred Sales Charge will apply to your purchase of fund shares and a
new Contingency Period will begin. We will, however, credit your fund
account with additional shares based on the contingent deferred sales
charge you paid and the amount of the redemption proceeds that you
reinvest.
If you immediately placed your redemption proceeds in a Franklin
Templeton money fund, you may reinvest them as described above. The
proceeds must be reinvested within 365 days from the date they are
redeemed from the money fund.
Various individuals and institutions also may buy Class I shares without a
front-end sales charge or Contingent Deferred Sales Charge, including:
1. Trust companies and bank trust departments agreeing to invest in
Franklin Templeton Funds over a 13 month period at least $1 million of
assets held in a fiduciary, agency, advisory, custodial or similar
capacity and over which the trust companies and bank trust departments
or other plan fiduciaries or participants, in the case of certain
retirement plans, have full or shared investment discretion. We will
accept orders for these accounts 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 the order.
2. An Eligible Governmental Authority. Please consult your legal and
investment advisors to determine if an investment in the fund is
permissible and suitable for you and the effect, if any, of payments by
the fund on arbitrage rebate calculations.
3. Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for
clients participating in comprehensive fee programs
4. Registered Securities Dealers and their affiliates, for their investment
accounts only
5. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer
6. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group, and their family
members, consistent with our then-current policies
7. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
8. Accounts managed by the Franklin Templeton Group
9. Certain unit investment trusts and their holders reinvesting
distributions from the trusts
OTHER PAYMENTS TO SECURITIES DEALERS
The payments described below may be made to Securities Dealers who initiate and
are responsible for Class II purchases and certain Class I purchases made
without a sales charge. The payments are subject to the sole discretion of
Distributors, and are paid by Distributors or one of its affiliates and not by
the fund or its shareholders.
1. Class II purchases - up to 1% of the purchase price.
2. Class I purchases of $1 million or more - up to 0.75% of the amount
invested.
3. Class I purchases by trust companies and bank trust departments,
Eligible Governmental Authorities, and broker-dealers or others on
behalf of clients participating in comprehensive fee programs - up to
0.25% of the amount invested.
A Securities Dealer may receive only one of these payments for each qualifying
purchase. Securities Dealers who receive payments in connection with investments
described in paragraphs 1 or 2 above will be eligible to receive the Rule 12b-1
fee associated with the purchase starting in the thirteenth calendar month after
the purchase.
FOR BREAKPOINTS THAT MAY APPLY AND INFORMATION ON ADDITIONAL COMPENSATION
PAYABLE TO SECURITIES DEALERS IN CONNECTION WITH THE SALE OF FUND SHARES, PLEASE
SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES? - OTHER PAYMENTS TO SECURITIES
DEALERS" IN THE SAI.
FOR INVESTORS OUTSIDE THE U.S.
The distribution of this prospectus and the offering of fund shares may be
limited in many jurisdictions. An investor who wishes to buy shares of the fund
should determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to obtain
information on the rules applicable to these transactions.
MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?
We offer a wide variety of funds. If you would like, you can move your
investment from your fund account to an existing or new account in another
Franklin Templeton Fund (an "exchange"). Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.
If you own Class I shares, you may exchange into any of our money funds except
Franklin Templeton Money Fund II ("Money Fund II"). Money Fund II is the only
money fund exchange option available to Class II shareholders. Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no drafts
(checks) may be written on Money Fund II accounts.
Before making an exchange, please read the prospectus of the fund you are
interested in. This will help you learn about the fund, its investment goal and
policies, and its rules and requirements for exchanges. For example, some
Franklin Templeton Funds do not accept exchanges and others may have different
investment minimums. Some Franklin Templeton Funds do not offer Class II shares.
- --------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL 1. Send us signed written instructions
2. Include any outstanding share certificates for
the shares you want to exchange
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY PHONE Call Shareholder Services or TeleFACTS(R)
- If you do not want the ability to exchange by
phone to apply to your account, please let us
know.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.
WILL SALES CHARGES APPLY TO MY EXCHANGE?
You generally will not pay a front-end sales charge on exchanges. If you have
held your shares less than six months, however, you will pay the percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund. If you have never paid a sales charge on your shares
because, for example, they have always been held in a money fund, you will pay
the fund's applicable sales charge no matter how long you have held your shares.
These charges may not apply if you qualify to buy shares without a sales charge.
CONTINGENT DEFERRED SALES CHARGE. We will not impose a Contingent Deferred Sales
Charge when you exchange shares. Any shares subject to a Contingent Deferred
Sales Charge at the time of exchange, however, will remain so in the new fund.
For accounts with shares subject to a Contingent Deferred Sales Charge, we will
first exchange any shares in your account that are not subject to the charge. If
there are not enough of these to meet your exchange request, we will exchange
shares subject to the charge in the order they were purchased.
If you exchange Class I shares into one of our money funds, the time your shares
are held in that fund will not count towards the completion of any Contingency
Period. If you exchange your Class II shares for shares of Money Fund II,
however, the time your shares are held in that fund will count towards the
completion of any Contingency Period.
For more information about the Contingent Deferred Sales Charge, please see "How
Do I Sell Shares?"
EXCHANGE RESTRICTIONS
Please be aware that the following restrictions apply to exchanges:
o You may only exchange shares within the SAME CLASS, except as noted below.
o The accounts must be identically registered. You may, however, exchange
shares from a fund account requiring two or more signatures into an
identically registered money fund account requiring only one signature for
all transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT WANT THIS
OPTION TO BE AVAILABLE ON YOUR ACCOUNT. Additional procedures may apply.
Please see "Transaction Procedures and Special Requirements."
o The fund you are exchanging into must be eligible for sale in your state.
o We may modify or discontinue our exchange policy if we give you 60 days'
written notice.
o Currently, the funds do not allow investments by Market Timers.
Because excessive trading can hurt fund performance, operations and
shareholders, we may refuse any exchange purchase if (i) we believe the fund
would be harmed or unable to invest effectively, or (ii) the fund receives or
anticipates simultaneous orders that may significantly affect the fund.
LIMITED EXCHANGES BETWEEN DIFFERENT CLASSES OF SHARES
Certain funds in the Franklin Templeton Funds offer classes of shares not
offered by the funds, such as "Advisor Class" or "Class Z" shares. Because the
funds do not currently offer an Advisor Class, you may exchange Advisor Class
shares of any Franklin Templeton Fund for Class I shares of a fund at Net Asset
Value. If you do so and you later decide you would like to exchange into a fund
that offers an Advisor Class, you may exchange your Class I shares for Advisor
Class shares of that fund. Certain shareholders of Class Z shares of Franklin
Mutual Series Fund Inc. may also exchange their Class Z shares for Class I
shares of a fund at Net Asset Value.
HOW DO I SELL SHARES?
You may sell (redeem) your shares at any time.
- --------------------------------------------------------------------------------
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
BY MAIL 1. Send us signed written instructions. If you
would like your redemption proceeds wired to a
bank account, your instructions should include:
o The name, address and telephone number of
the bank where you want the proceeds sent
o Your bank account number
o The Federal Reserve ABA routing number
o If you are using a savings and loan or
credit union, the name of the corresponding
bank and the account number
2. Include any outstanding share certificates for
the shares you are selling
3. Provide a signature guarantee if required
4. Corporate, partnership and trust accounts may
need to send additional documents. Accounts
under court jurisdiction may have other
requirements.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY PHONE Call Shareholder Services. If you would like your
redemption proceeds wired to a bank account, other
than an escrow account, you must first sign up for
the wire feature. To sign up, send us written
instructions, with a signature guarantee. To avoid
any delay in processing, the instructions should
include the items listed in "By Mail" above.
Telephone requests will be accepted:
o If the request is $50,000 or less.
Institutional accounts may exceed $50,000 by
completing a separate agreement. Call
Institutional Services to receive a copy.
o If there are no share certificates issued for
the shares you want to sell or you have already
returned them to the fund
o Unless the address on your account was changed
by phone within the last 15 days
- If you do not want the ability to redeem by
phone to apply to your account, please let us
know.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- --------------------------------------------------------------------------------
We will send your redemption check within seven days after we receive your
request in proper form. If you would like the check sent to an address other
than the address of record or made payable to someone other than the registered
owners on the account, send us written instructions signed by all account
owners, with a signature guarantee. We are not able to receive or pay out cash
in the form of currency.
The wiring of redemption proceeds is a special service that we make available
whenever possible for redemption requests of $1,000 or more. If we receive your
request in proper form before 1:00 p.m. Pacific time, your wire payment will be
sent the next business day. For requests received in proper form after 1:00 p.m.
Pacific time, the payment will be sent the second business day. By offering this
service to you, the funds are not bound to meet any redemption request in less
than the seven day period prescribed by law. Neither the funds nor their agents
shall be liable to you or any other person if, for any reason, a redemption
request by wire is not processed as described in this section.
If you sell shares you recently purchased with a check or draft, we may delay
sending you the proceeds until your check or draft has cleared, which may take
seven business days or more. A certified or cashier's check may clear in less
time.
Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to sell shares.
CONTINGENT DEFERRED SALES CHARGE
For Class I purchases, if you did not pay a front-end sales charge because you
invested $1 million or more or agreed to invest $1 million or more under a
Letter of Intent, a Contingent Deferred Sales Charge may apply if you sell all
or a part of your investment within the Contingency Period. Once you have
invested $1 million or more, any additional Class I investments you make without
a sales charge may also be subject to a Contingent Deferred Sales Charge if they
are sold within the Contingency Period. For any Class II purchase, a Contingent
Deferred Sales Charge may apply if you sell the shares within the Contingency
Period. The charge is 1% of the value of the shares sold or the Net Asset Value
at the time of purchase, whichever is less.
We will first redeem any shares in your account that are not subject to the
charge. If there are not enough of these to meet your request, we will redeem
shares subject to the charge in the order they were purchased.
Unless otherwise specified, when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests to sell a stated NUMBER OF SHARES, we will deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.
WAIVERS. We waive the Contingent Deferred Sales Charge for:
o Account fees
o Redemptions by a fund when an account falls below the minimum required
account size
o Redemptions following the death of the shareholder or beneficial owner
o Redemptions through a systematic withdrawal plan set up before February 1,
1995
o Redemptions through a systematic withdrawal plan set up on or after
February 1, 1995, at a rate of up to 1% a month of an account's Net Asset
Value. For example, if you maintain an annual balance of $1 million in
Class I shares, you can redeem up to $120,000 annually through a systematic
withdrawal plan free of charge. Likewise, if you maintain an annual balance
of $10,000 in Class II shares, $1,200 may be redeemed annually free of
charge.
WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUNDS?
Each fund receives income generally in the form of interest and other income
derived from its investments. This income, less the expenses incurred in the
fund's operations, is its net investment income from which income dividends may
be distributed. Thus, the amount of dividends paid per share may vary with each
distribution.
The funds declare dividends from their net investment income daily and pay them
monthly on or about the 20th day of the month. The daily allocation of net
investment income begins on the day after we receive your money or settlement of
a wire order trade and continues to accrue through the day we receive your
request to sell your shares or the settlement of a wire order trade.
Capital gains, if any, may be distributed twice a year, usually once in December
and once after the end of the fund's fiscal year.
Dividends and capital gains are calculated and distributed the same way for each
class. The amount of any income dividends per share will differ, however,
generally due to the difference in the Rule 12b-1 fees of each class.
Dividend payments are not guaranteed, are subject to the Board's discretion and
may vary with each payment. THE FUNDS DO NOT PAY "INTEREST" OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN THEIR SHARES.
If you buy shares shortly before the fund deducts a capital gain distribution
from its Net Asset Value, please keep in mind that you will receive a portion of
the price you paid back in the form of a taxable distribution.
DISTRIBUTION OPTIONS
You may receive your distributions from a fund in any of these ways:
1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of the
fund (without a sales charge or imposition of a Contingent Deferred
Sales Charge) by reinvesting capital gain distributions, or both
dividend and capital gain distributions. This is a convenient way to
accumulate additional shares and maintain or increase your earnings base.
2. BUY SHARES OF OTHER FRANKLIN TEMPLETON FUNDS - You may direct your
distributions to buy shares of another Franklin Templeton Fund (without
a sales charge or imposition of a Contingent Deferred Sales Charge).
Many shareholders find this a convenient way to diversify their
investments.
3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both
dividend and capital gain distributions in cash. If you have the money
sent to another person or to a checking account, you may need a
signature guarantee. If you send the money to a checking account, please
see "Electronic Fund Transfers - Class I Only" under "Services to Help
You Manage Your Account."
Distributions may be reinvested only in the same class of shares, except as
follows: (i) Class II shareholders who chose to reinvest their distributions in
Class I shares of the fund or another Franklin Templeton Fund before November
17, 1997, may continue to do so; and (ii) Class II shareholders may reinvest
their distributions in shares of any Franklin Templeton money fund.
TO SELECT ONE OF THESE OPTIONS, PLEASE COMPLETE SECTIONS 6 AND 7 OF THE
SHAREHOLDER APPLICATION INCLUDED WITH THIS PROSPECTUS OR TELL YOUR INVESTMENT
REPRESENTATIVE WHICH OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL
AUTOMATICALLY REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE SAME CLASS
OF THE FUND. You may change your distribution option at any time by notifying us
by mail or phone. Please allow at least seven days before the reinvestment date
for us to process the new option.
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
SHARE PRICE
When you buy shares, you pay the Offering Price. This is the Net Asset Value per
share of the class you wish to purchase, plus any applicable sales charges. When
you sell shares, you receive the Net Asset Value per share minus any applicable
Contingent Deferred Sales Charges.
The Net Asset Value we use when you buy or sell shares is the one next
calculated after we receive your transaction request in proper form. If you buy
or sell shares through your Securities Dealer, however, we will use the Net
Asset Value next calculated after your Securities Dealer receives your request,
which is promptly transmitted to the fund.
HOW AND WHEN SHARES ARE PRICED
The funds are open for business each day the NYSE is open. We determine the Net
Asset Value per share of each class as of the close of the NYSE, normally 1:00
p.m. Pacific time. You can find the prior day's closing Net Asset Value and
Offering Price in many newspapers.
The Net Asset Value of all outstanding shares of each class is calculated on a
pro rata basis. It is based on each class' proportionate participation in the
fund, determined by the value of the shares of each class. Each class, however,
bears the Rule 12b-1 fees payable under its Rule 12b-1 plan. To calculate Net
Asset Value per share of each class, the assets of each class are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares of the class outstanding. Each fund's assets are
valued as described under "How Are Fund Shares Valued?" in the SAI.
WRITTEN INSTRUCTIONS
Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:
o Your name,
o The fund's name,
o The class of shares,
o A description of the request,
o For exchanges, the name of the fund you are exchanging into,
o Your account number,
o The dollar amount or number of shares, and
o A telephone number where we may reach you during the day, or in the evening
if preferred.
JOINT ACCOUNTS. For accounts with more than one registered owner, we accept
written instructions signed by only one owner for certain types of transactions
or account changes. These include transactions or account changes that you could
also make by phone, such as certain redemptions of $50,000 or less, exchanges
between identically registered accounts, and changes to the address of record.
For most other types of transactions or changes, written instructions must be
signed by all registered owners.
Please keep in mind that if you have previously told us that you do not want
telephone exchange or redemption privileges on your account, then we can only
accept written instructions to exchange or redeem shares if they are signed by
all registered owners on the account.
SIGNATURE GUARANTEES
For our mutual protection, we require a signature guarantee in the following
situations:
1) You wish to sell over $50,000 worth of shares,
2) You want the proceeds to be paid to someone other than the registered
owners,
3) The proceeds are not being sent to the address of record, preauthorized
bank account, or preauthorized brokerage firm account,
4) We receive instructions from an agent, not the registered owners,
5) We believe a signature guarantee would protect us against potential claims
based on the instructions received.
A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker, credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.
SHARE CERTIFICATES
We will credit your shares to your fund account. We do not issue share
certificates unless you specifically request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed, you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.
Any outstanding share certificates must be returned to the fund if you want to
sell or exchange those shares or if you would like to start a systematic
withdrawal plan. The certificates should be properly endorsed. You can do this
either by signing the back of the certificate or by completing a share
assignment form. For your protection, you may prefer to complete a share
assignment form and to send the certificate and assignment form in separate
envelopes.
TELEPHONE TRANSACTIONS
You may initiate many transactions and changes to your account by phone. Please
refer to the sections of this prospectus that discuss the transaction you would
like to make or call Shareholder Services.
When you call, we will request personal or other identifying information to
confirm that instructions are genuine. We may also record calls. If our lines
are busy or you are otherwise unable to reach us by phone, you may wish to ask
your investment representative for assistance or send us written instructions,
as described elsewhere in this prospectus.
For your protection, we may delay a transaction or not implement one if we are
not reasonably satisfied that the instructions are genuine. If this occurs, we
will not be liable for any loss. We also will not be liable for any loss if we
follow instructions by phone that we reasonably believe are genuine or if you
are unable to execute a transaction by phone.
ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS
When you open an account, we need you to tell us how you want your shares
registered. How you register your account will affect your ownership rights and
ability to make certain transactions. If you have questions about how to
register your account, you should consult your investment representative or
legal advisor. Please keep the following information in mind when registering
your account.
JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account as "joint tenants with rights of survivorship" unless you tell us
otherwise. An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, we cannot accept instructions to change owners on the account unless all
owners agree in writing, even if the law in your state says otherwise. If you
would like another person or owner to sign for you, please send us a current
power of attorney.
GIFTS AND TRANSFERS TO MINORS. You may set up a custodial account for a minor
under your state's Uniform Gifts/Transfers to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.
TRUSTS. You should register your account as a trust only if you have a valid
written trust document. This avoids future disputes or possible court action
over who owns the account.
REQUIRED DOCUMENTS. For corporate, partnership and trust accounts, please send
us the following documents when you open your account. This will help avoid
delays in processing your transactions while we verify who may sign on the
account.
- --------------------------------------------------------------------------------
TYPE OF ACCOUNT DOCUMENTS REQUIRED
- --------------------------------------------------------------------------------
CORPORATION Corporate Resolution
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PARTNERSHIP 1. The pages from the partnership agreement that
identify the general partners, or
2. A certification for a partnership agreement
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TRUST 1. The pages from the trust document that identify the
trustees, or
2. A certification for trust
- --------------------------------------------------------------------------------
STREET OR NOMINEE ACCOUNTS. If you have fund shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement with Distributors or we cannot process the transfer.
Contact your Securities Dealer to initiate the transfer. We will process the
transfer after we receive authorization in proper form from your delivering
Securities Dealer. Accounts may be transferred electronically through the NSCC.
For accounts registered in street or nominee name, we may take instructions
directly from the Securities Dealer or your nominee.
IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE
If there is a Securities Dealer or other representative of record on your
account, we are authorized: (1) to provide confirmations, account statements and
other information about your account directly to your dealer and/or
representative; and (2) to accept telephone and electronic instructions directly
from your dealer or representative, including instructions to exchange or redeem
your shares. Electronic instructions may be processed through established
electronic trading systems and programs used by the fund. Telephone instructions
directly from your representative will be accepted unless you have told us that
you do not want telephone privileges to apply to your account.
KEEPING YOUR ACCOUNT OPEN
Due to the relatively high cost of maintaining a small account, we may close
your account if the value of your shares is less than $50. We will only do this
if the value of your account fell below this amount because you voluntarily sold
your shares and your account has been inactive (except for the reinvestment of
distributions) for at least six months. Before we close your account, we will
notify you and give you 30 days to increase the value of your account to $100.
SERVICES TO HELP YOU MANAGE YOUR ACCOUNT
AUTOMATIC INVESTMENT PLAN
Our automatic investment plan offers a convenient way to invest in a fund. Under
the plan, you can have money transferred automatically from your checking
account to a fund each month to buy additional shares. If you are interested in
this program, please refer to the automatic investment plan application included
with this prospectus or contact your investment representative. The market value
of a fund's shares may fluctuate and a systematic investment plan such as this
will not assure a profit or protect against a loss. You may discontinue the
program at any time by notifying Investor Services by mail or phone.
AUTOMATIC PAYROLL DEDUCTION - CLASS I ONLY
You may have money transferred from your paycheck to a fund to buy additional
Class I shares. Your investments will continue automatically until you instruct
the fund and your employer to discontinue the plan. To process your investment,
we must receive both the check and payroll deduction information in required
form. Due to different procedures used by employers to handle payroll
deductions, there may be a delay between the time of the payroll deduction and
the time we receive the money.
SYSTEMATIC WITHDRAWAL PLAN
Our systematic withdrawal plan allows you to sell your shares and receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50.
If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder application included with
this prospectus and indicate how you would like to receive your payments. You
may choose to direct your payments to buy the same class of shares of another
Franklin Templeton Fund or have the money sent directly to you, to another
person, or to a checking account. If you choose to have the money sent to a
checking account, please see "Electronic Fund Transfers - Class I Only" below.
Once your plan is established, any distributions paid by the fund will be
automatically reinvested in your account.
You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a systematic withdrawal
plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, you may not want to set up a systematic withdrawal plan if you
plan to buy shares on a regular basis. Shares sold under the plan may also be
subject to a Contingent Deferred Sales Charge. Please see "Contingent Deferred
Sales Charge" under "How Do I Sell Shares?"
You may discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment by notifying us by mail or by
phone at least seven business days before the end of the month preceding a
scheduled payment. Please see "How Do I Buy, Sell and Exchange Shares? -
Systematic Withdrawal Plan" in the SAI for more information.
ELECTRONIC FUND TRANSFERS - CLASS I ONLY
You may choose to have dividend and capital gain distributions from Class I
shares of a fund or payments under a systematic withdrawal plan sent directly to
a checking account. If the checking account is with a bank that is a member of
the Automated Clearing House, the payments may be made automatically by
electronic funds transfer. If you choose this option, please allow at least
fifteen days for initial processing. We will send any payments made during that
time to the address of record on your account.
TELEFACTS(R)
From a touch-tone phone, you may call our TeleFACTS(R) system (day or night) at
1-800/247-1753 to:
o obtain information about your account;
o obtain price and performance information about any Franklin Templeton Fund;
o exchange shares (within the same class) between identically registered
Franklin Templeton Class I and Class II accounts; and
o request duplicate statements and deposit slips for Franklin Templeton
accounts.
You will need the code number for each class to use TeleFACTS(R). The code
numbers are as follows:
CODE NUMBER
---------------------
CLASS I CLASS II
- --------------------------------------------
Alabama Fund ....... 164 264
Florida Fund ....... 165 265
Georgia Fund ....... 128 228
Kentucky Fund ...... 172 -
Louisiana Fund ..... 168 268
Maryland Fund ...... 169 269
Missouri Fund ...... 160 260
North Carolina Fund. 170 270
Texas Fund ......... 162 262
Virginia Fund ...... 163 263
STATEMENTS AND REPORTS TO SHAREHOLDERS
We will send you the following statements and reports on a regular basis:
o Confirmation and account statements reflecting transactions in your
account, including additional purchases and dividend reinvestments. PLEASE
VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.
o Financial reports of the funds will be sent every six months. To reduce
fund expenses, we attempt to identify related shareholders within a
household and send only one copy of a report. Call Fund Information if you
would like an additional free copy of the funds' financial reports.
INSTITUTIONAL ACCOUNTS
Additional methods of buying, selling or exchanging shares of the funds may be
available to institutional accounts. Institutional investors may also be
required to complete an institutional account application. For more information,
call Institutional Services.
AVAILABILITY OF THESE SERVICES
The services above are available to most shareholders. If, however, your shares
are held by a financial institution, in a street name account, or networked
through the NSCC, the funds may not be able to offer these services directly to
you. Please contact your investment representative.
WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?
If you have any questions about your account, you may write to Investor Services
at 777 Mariners Island Blvd., P.O. Box 7777, San Mateo, California 94403-7777.
The funds, Distributors and Advisers are also located at this address. You may
also contact us by phone at one of the numbers listed below.
HOURS OF OPERATION (PACIFIC TIME)
DEPARTMENT NAME TELEPHONE NO. (MONDAY THROUGH FRIDAY)
- --------------------------------------------------------------------------------
Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
Dealer Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Fund Information 1-800/DIAL BEN 5:30 a.m. to 8:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Plan Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
Your phone call may be monitored or recorded to ensure we provide you with high
quality service. You will hear a regular beeping tone if your call is being
recorded.
GLOSSARY
USEFUL TERMS AND DEFINITIONS
ADVISERS - Franklin Advisers, Inc., the funds' investment manager
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS I AND CLASS II - Each fund, except the Kentucky Fund, offers two classes
of shares, designated "Class I" and "Class II." The two classes have
proportionate interests in the fund's portfolio. They differ, however, primarily
in their sales charge structures and Rule 12b-1 plans. Shares of the Kentucky
Fund are considered Class I shares for redemption, exchange and other purposes.
CODE - Internal Revenue Code of 1986, as amended
CONTINGENCY PERIOD - For Class I shares, the 12 month period during which a
Contingent Deferred Sales Charge may apply. For Class II shares, the contingency
period is 18 months. The holding period for Class I begins on the first day of
the month in which you buy shares. Regardless of when during the month you buy
Class I shares, they will age one month on the last day of that month and each
following month. The holding period for Class II begins on the day you buy your
shares. For example, if you buy Class II shares on the 18th of the month, they
will age one month on the 18th day of the next month and each following month.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the funds' principal
underwriter. The SAI lists the officers and Board members who are affiliated
with Distributors. See "Officers and Trustees."
ELIGIBLE GOVERNMENTAL AUTHORITY - Any state or local government or any
instrumentality, department, authority or agency thereof that has determined the
fund is a legally permissible investment and that can only buy shares of the
fund without paying sales charges.
FITCH - Fitch Investors Service, Inc.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator
INVESTOR SERVICES - Franklin/Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LETTER - Letter of Intent
MARKET TIMERS - Market Timers generally include market timing or asset
allocation services, accounts administered so as to buy, sell or exchange shares
based on predetermined market indicators, or any person or group whose
transactions seem to follow a timing pattern or whose transactions include
frequent or large exchanges.
MOODY'S - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NSCC - National Securities Clearing Corporation
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II.
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
TELEFACTS(R) - Franklin Templeton's automated customer servicing system
WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
PROSPECTUS & APPLICATION
FRANKLIN
TAX-FREE
TRUST
JULY 1, 1998
INVESTMENT STRATEGY
TAX-FREEINCOME
FRANKLIN ARIZONA TAX-FREE INCOME FUND
FRANKLIN COLORADO TAX-FREE INCOME FUND
FRANKLIN CONNECTICUT TAX-FREE INCOME FUND
FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND
FRANKLIN HIGH YIELD TAX-FREE INCOME FUND
FRANKLIN INDIANA TAX-FREE INCOME FUND
FRANKLIN MICHIGAN TAX-FREE INCOME FUND
FRANKLIN NEW JERSEY TAX-FREE INCOME FUND
FRANKLIN OREGON TAX-FREE INCOME FUND
FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND
FRANKLIN PUERTO RICO TAX-FREE INCOME FUND
Please read this prospectus before investing, and keep it for future reference.
It contains important information, including how each fund invests and the
services available to shareholders.
To learn more about each fund and its policies, you may request a copy of the
funds' Statement of Additional Information ("SAI"), dated July 1, 1998, which we
may amend from time to time. We have filed the SAI with the SEC and have
incorporated it by reference into this prospectus. For a free copy of the SAI or
a larger print version of this prospectus, contact your investment
representative or call 1-800/DIAL BEN. Mutual fund shares are not deposits or
obligations of, or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency of the U.S. government. Mutual fund shares involve
investment risks, including the possible loss of principal. LIKE ALL MUTUAL FUND
SHARES, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Franklin Tax-Free Trust
The High Yield Fund may invest up to 100% of its net assets in non-investment
grade bonds. These are commonly known as "junk bonds." Their default and other
risks are greater than those of higher rated securities. You should carefully
consider these risks before investing in the fund. Please see "What Are the
Risks of Investing in the Funds?"
This prospectus is not an offering of the securities herein described in any
state, jurisdiction or country in which the offering is not authorized. No sales
representative, dealer, or other person is authorized to give any information or
make any representations other than those contained in this prospectus. Further
information may be obtained from Distributors.
Franklin Tax-Free Trust
TABLE OF CONTENTS
ABOUT THE FUNDS
Expense Summary 2
Financial Highlights 4
How Do the Funds Invest Their Assets? 23
What Are the Risks of Investing in the Funds? 28
Who Manages the Funds? 31
How Taxation Affects the Funds and Their Shareholders 36
How Is the Trust Organized? 39
ABOUT YOUR ACCOUNT
How Do I Buy Shares? 40
May I Exchange Shares for Shares of Another Fund? 47
How Do I Sell Shares? 50
What Distributions Might I Receive From the Funds? 52
Transaction Procedures and Special Requirements 53
Services to Help You Manage Your Account 58
What If I Have Questions About My Account? 60
GLOSSARY
Useful Terms and Definitions 61
APPENDIX
Description of Ratings 63
Franklin
Tax-Free
Trust
July 1, 1998
When reading this prospectus, you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo
CA 94403-7777
1-800/DIAL BEN(R)
ABOUT THE FUNDS
Expense Summary
This table is designed to help you understand the costs of investing in a fund.
It is based on the historical expenses of each fund for the fiscal year ended
February 28, 1998. Each fund's actual expenses may vary.
<TABLE>
<CAPTION>
FEDERAL HIGH NEW PUERTO
ARIZONA COLORADO CONNECTICUT INTERMEDIATE YIELD INDIANA MICHIGAN JERSEY OREGON PENNSYLVANIA RICO
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ------------------------------------------------------------------------------------------------------------------------------------
A. SHAREHOLDER TRANSACTION EXPENSES+
CLASS I
Maximum Sales
Charge (as a
percentage of
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Offering Price) 4.25% 4.25% 4.25% 2.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at time
of purchase++ 4.25% 4.25% 4.25% 2.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at
redemption++++ NONE NONE NONE NONE NONE NONE NONE NONE NONE NONE NONE
CLASS II
Maximum Sales
Charge (as a
percentage of
Offering Price) 1.99% 1.99% 1.99% -- 1.99% -- -- 1.99% 1.99% 1.99% 1.99%
Paid at time
of purchase+++ 1.00% 1.00% 1.00% -- 1.00% -- -- 1.00% 1.00% 1.00% 1.00%
Paid at
redemption++++ 0.99% 0.99% 0.99% -- 0.99% -- -- 0.99% 0.99% 0.99% 0.99%
B. ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
CLASS I
Management Fees 0.48% 0.55% 0.57% 0.61%* 0.46% 0.63% 0.65%* 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees*** 0.09% 0.09% 0.09% 0.10% 0.08% 0.09% 0.10% 0.09% 0.09% 0.09% 0.09%
Other Expenses 0.06% 0.07% 0.07% 0.11% 0.07% 0.10% 0.26% 0.08% 0.07% 0.07% 0.10%
------------------------------------------------------------------------------------------------------------
Total Fund
Operating Expenses 0.63% 0.71% 0.73% 0.82%* 0.61% 0.82% 1.01%* 0.66% 0.67% 0.65% 0.75%
============================================================================================================
CLASS II
Management Fees 0.48% 0.55% 0.57% -- 0.46% -- -- 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees*** 0.65% 0.65% 0.65% -- 0.65% -- -- 0.65% 0.64% 0.65% 0.65%
Other Expenses 0.06% 0.07% 0.07% -- 0.07% -- -- 0.08% 0.07% 0.07% 0.10%
------------------------------------------------------------------------------------------------------------
Total Fund
Operating Expenses 1.19% 1.27% 1.29% -- 1.18% -- -- 1.22%** 1.22% 1.21% 1.31%
============================================================================================================
</TABLE>
C. EXAMPLE
Assume the annual return for each class is 5%, operating expenses are as
described above, and you sell your shares after the number of years shown.
These are the projected expenses for each $1,000 that you invest in a fund.
<TABLE>
<CAPTION>
FEDERAL HIGH NEW PUERTO
ARIZONA COLORADO CONNECTICUT INTERMEDIATE YIELD INDIANA MICHIGAN JERSEY OREGON PENNSYLVANIA RICO
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS I
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year**** $ 49 $ 49 $ 50 $ 31 $ 48 $ 51 $ 52 $ 49 $ 49 $ 49 $ 50
3 Years $ 62 $ 64 $ 65 $ 48 $ 61 $ 68 $ 73 $ 63 $ 63 $ 62 $ 65
5 Years $ 76 $ 80 $ 81 $ 67 $ 75 $ 86 $ 96 $ 78 $ 78 $ 77 $ 82
10 Years $118 $127 $129 $122 $115 $140 $161 $121 $122 $120 $132
CLASS II
1 Year $ 32 $ 33 $ 33 -- $ 32 -- -- $ 32 $ 32 $ 32 $ 33
3 Years $ 47 $ 50 $ 50 -- $ 47 -- -- $ 48 $ 48 $ 48 $ 51
5 Years $ 75 $ 79 $ 80 -- $ 74 -- -- $ 76 $ 76 $ 76 $ 81
10 Years $153 $162 $164 -- $152 -- -- $156 $156 $155 $166
</TABLE>
For the same Class II investment, you would pay projected expenses of $22 for
the Arizona, High Yield, New Jersey, Oregon and Pennsylvania funds, and $23
for the Colorado, Connecticut and Puerto Rico funds, if you did not sell your
shares at the end of the first year. Your projected expenses for the
remaining periods would be the same.
This is just an example. It does not represent past or future expenses or
returns. Actual expenses and returns may be more or less than those shown.
Each fund pays its operating expenses. The effects of these expenses are
reflected in the Net Asset Value or dividends of each class and are not
directly charged to your account.
+If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more in Class I
shares.
+++Although Class II has a lower front-end sales charge than Class I, its Rule
12b-1 fees are higher. Over time you may pay more for Class II shares. Please
see "How Do I Buy Shares? - Choosing a Share Class."
++++A Contingent Deferred Sales Charge may apply to any Class II purchase if you
sell the shares within 18 months and to Class I purchases of $1 million or more
if you sell the shares within one year. The charge is 1% of the value of the
shares sold or the Net Asset Value at the time of purchase, whichever is less.
The number in the table shows the charge as a percentage of Offering Price.
While the percentage is different depending on whether the charge is shown based
on the Net Asset Value or the Offering Price, the dollar amount you would pay is
the same. See "How Do I Sell Shares? - Contingent Deferred Sales Charge" for
details.
*For the period shown, Advisers had agreed in advance to waive or limit its
management fees and make certain payments to reduce the fund's expenses. With
this reduction, management fees were 0.54% for the Federal Intermediate Fund and
0% for the Michigan Fund. Total operating expenses were 0.75% for the Federal
Intermediate Fund and 0.25% for the Michigan Fund.
**Due to rounding, Class II total fund operating expenses are different than the
ratio of expenses to average net assets shown under "Financial Highlights."
***For the Michigan Fund, these fees may not exceed 0.15%. For the remaining
funds, these fees may not exceed 0.10% for Class I and 0.65% for Class II. 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 charge permitted under the NASD's rules.
****Assumes a Contingent Deferred Sales Charge will not apply.
FINANCIAL HIGHLIGHTS
This table summarizes each fund's financial history. The information has been
audited byCoopers & Lybrand L.L.P., the funds' independent auditors. Their audit
report covering each of the most recent five years appears in the Trust's Annual
Report to Shareholders for the fiscal year ended February 28, 1998. The Annual
Report to Shareholders also includes more information about each fund's
performance. For a free copy, please call Fund Information.
<TABLE>
<CAPTION>
ARIZONA FUND
CLASS I
-----------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.24 $11.34 $11.11 $11.58 $11.57 $10.82 $10.57 $10.51 $10.37 $10.41
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .61 .62 .64 .65 .66 .68 .67 .70 .71 .75
Net realized & unrealized
gains (losses) .29 (.04) .36 (.48) .02 .73 .31 .13 .20 (.04)
-----------------------------------------------------------------------------------------
Total from investment
operations .90 .58 1.00 .17 .68 1.41 .98 .83 .91 .71
-----------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.61) (.63) (.65) (.64) (.67) (.66) (.73) (.77) (.77) (.75)
In excess of net
investment income (.01) -- -- -- -- -- -- -- -- --
Net realized gains (.08) (.05) (.12) -- -- -- -- -- -- --
-----------------------------------------------------------------------------------------
Total distributions (.70) (.68) (.77) (.64) (.67) (.66) (.73) (.77) (.77) (.75)
-----------------------------------------------------------------------------------------
Net asset value, end of year $11.44 $11.24 $11.34 $11.11 $11.58 $11.57 $10.82 $10.57 $10.51 $10.37
=========================================================================================
Total return* 8.23% 5.33% 9.24% 1.63% 5.76% 13.22% 9.45% 7.92% 8.70% 6.86%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $810,250 $752,335 $750,797 $720,801 $796,838 $707,702 $585,986 $412,912 $214,606 $65,710
Ratios to average net assets:
Expenses .63% .62% .62% .60% .54% .55% .56% .59% .68% .51%
Expenses excluding waiver
and payments by affiliate .63% .62% .62% .60% .54% .55% .56% .59% .68% .73%
Net investment income 5.40% 5.59% 5.67% 5.86% 5.65% 6.11% 6.37% 6.58% 6.53% 6.58%
Portfolio turnover rate 20.02% 16.57% 25.12% 18.65% 14.17% 5.67% 1.56% 4.13% 20.82% 26.64%
</TABLE>
<TABLE>
<CAPTION>
ARIZONA FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.30 $11.38 $11.15
---------------------------------
Income from investment operations:
Net investment income .56 .57 .49
Net realized and unrealized gains (losses) .29 (.03) .34
---------------------------------
Total from investment operations .85 .54 .83
---------------------------------
Less distributions from:
Net investment income (.56) (.57) (.48)
Net realized gains (.08) (.05) (.12)
---------------------------------
Total distributions (.64) (.62) (.60)
---------------------------------
Net asset value, end of year $11.51 $11.30 $11.38
=================================
Total return* 7.67% 4.89% 7.60%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $14,537 $5,486 $1,892
Ratios to average net assets:
Expenses 1.19% 1.19% 1.20%**
Net investment income 4.82% 5.01% 5.05%**
Portfolio turnover rate 20.02% 16.57% 25.12%
</TABLE>
<TABLE>
<CAPTION>
COLORADO FUND
CLASS I
-----------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.80 $11.84 $11.38 $11.94 $11.85 $11.00 $10.70 $10.70 $10.53 $10.40
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .63 .66 .67 .67 .68 .70 .68 .70 .73 .79
Net realized &unrealized
gains (losses) .39 (.04) .45 (.57) .10 .85 .36 .06 .20 .08
-----------------------------------------------------------------------------------------
Total from investment
operations 1.02 .62 1.12 .10 .78 1.55 1.04 .76 .93 .87
-----------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64) (.66) (.66) (.66) (.69) (.70) (.74) (.76) (.76) (.74)
Net realized gains (.07) -- -- -- -- -- -- -- -- --
-----------------------------------------------------------------------------------------
Total distributions (.71) (.66) (.66) (.66) (.69) (.70) (.74) (.76) (.76) (.74)
-----------------------------------------------------------------------------------------
Net asset value, end of period $12.11 $11.80 $11.84 $11.38 $11.94 $11.85 $11.00 $10.70 $10.70 $10.53
=========================================================================================
Total return* 8.86% 5.44% 10.12% 1.05% 6.49% 14.26% 9.93% 7.07% 8.76% 8.41%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $266,599 $236,609 $215,609 $194,564 $202,158 $159,280 $110,085 $69,715 $38,315 $11,026
Ratios to average net assets:
Expenses .71% .71% .71% .70% .64% .67% .70% .74% .56% --
Expenses excluding waiver
and payments by affiliate .71% .71% .71% .70% .64% .67% .70% .74% .72% .74%
Net investment income 5.28% 5.59% 5.73% 5.94% 5.69% 6.20% 6.44% 6.54% 6.63% 7.25%
Portfolio turnover rate 22.97% 14.13% 17.58% 28.83% 10.85% 5.66% 21.46% 17.72% .82% 7.83%
</TABLE>
<TABLE>
<CAPTION>
COLORADO FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.84 $11.87 $11.40
---------------------------------
Income from investment operations:
Net investment income .57 .59 .50
Net realized and unrealized gains (losses) .40 (.02) .46
---------------------------------
Total from investment operations .97 .57 .96
---------------------------------
Less distributions from:
Net investment income (.57) (.60) (.49)
Net realized gains (.07) -- --
---------------------------------
Total distributions (.64) (.60) (.49)
---------------------------------
Net asset value, end of year $12.17 $11.84 $11.87
=================================
Total return* 8.39% 4.93% 8.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $10,855 $5,654 $1,656
Ratios to average net assets:
Expenses 1.27% 1.28% 1.29%**
Net investment income 4.72% 4.99% 5.12%**
Portfolio turnover rate 22.97% 14.13% 17.58%
</TABLE>
<TABLE>
<CAPTION>
CONNECTICUT FUND
CLASS I
-----------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 19892
-----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $10.92 $10.96 $10.64 $11.23 $11.16 $10.49 $10.34 $10.36 $10.16 $10.00
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .60 .61 .62 .62 .62 .64 .62 .64 .70 .20
Net realized &unrealized
gains (losses) .32 (.02) .32 (.60) .08 .66 .21 .02 .18 .02
-----------------------------------------------------------------------------------------
Total from investment
operations .92 .59 .94 .02 .70 1.30 .83 .66 .88 .22
-----------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.60) (.63) (.62) (.61) (.63) (.63) (.68) (.68) (.68) (.06)
In excess of net investment
income (.01) -- -- -- -- -- -- -- -- --
-----------------------------------------------------------------------------------------
Total distributions (.61) (.63) (.62) (.61) (.63) (.63) (.68) (.68) (.68) (.06)
-----------------------------------------------------------------------------------------
Net asset value, end of year $11.23 $10.92 $10.96 $10.64 $11.23 $11.16 $10.49 $10.34 $10.36 $10.16
=========================================================================================
Total return* 8.62% 5.52% 9.04% .37% 6.16% 12.60% 8.16% 6.39% 8.65% 5.16%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year (000's) $203,643 $183,649 $167,045 $155,623 $163,050 $126,816 $88,184 $48,035 $22,793 $5,637
Ratios to average net assets:
Expenses .73% .72% .73% .71% .65% .69% .71% .71% .36% --%
Expenses excluding waiver
and payments by affiliate .73% .72% .73% .71% .65% .69% .71% .72% .72% .65%**
Net investment income 5.41% 5.62% 5.70% 5.83% 5.54% 5.97% 6.11% 6.10% 6.37% 4.68%**
Portfolio turnover rate 18.54% 14.53% 3.88% 75.72% 5.54% 28.52% 28.28% 8.65% 3.69% 5.21%
</TABLE>
<TABLE>
<CAPTION>
CONNECTICUT FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $10.94 $10.97 $10.65
---------------------------------
Income from investment operations:
Net investment income .55 .60 .47
Net realized and unrealized gains (losses) .31 (.07) .31
---------------------------------
Total from investment operations .86 .53 .78
---------------------------------
Less distributions from:
Net investment income (.54) (.56) (.46)
---------------------------------
Net asset value, end of year $11.26 $10.94 $10.97
=================================
Total return* 8.08% 5.03% 7.45%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $8,636 $4,149 $1,656
Ratios to average net assets:
Expenses 1.29% 1.29% 1.30%**
Net investment income 4.85% 5.01% 5.12%**
Portfolio turnover rate 18.54% 14.53% 3.88%
</TABLE>
<TABLE>
<CAPTION>
FEDERAL INTERMEDIATE FUND
YEAR ENDED FEB. 28
-----------------------------------------------------------
1998 1997 1996 1995 1994 19935
-----------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.94 $10.95 $10.48 $10.80 $10.54 $10.00
-----------------------------------------------------------
Income from investment operations:
Net investment income .53 .55 .55 .54 .52 .14
Net realized and unrealized gains (losses) .33 (.01) .47 (.33) .29 .50
-----------------------------------------------------------
Total from investment operations .86 .54 1.02 .21 .81 .64
-----------------------------------------------------------
Less distributions from:
Net investment income (.55) (.55) (.55) (.53) (.55) (.10)
-----------------------------------------------------------
Net asset value, end of year $11.25 $10.94 $10.95 $10.48 $10.80 $10.54
===========================================================
Total return* 8.02% 5.12% 9.93% (.20%) 7.82% 14.77%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $139,545 $104,715 $85,967 $73,977 $67,603 $9,192
Ratios to average net assets:
Expenses .75% .68% .65% .56% .30% --
Expenses excluding waiver and payments by affiliate .82% .84% .85% .84% .89% 1.60%**
Net investment income 4.83% 5.16% 5.12% 5.25% 4.93% 5.49%**
Portfolio turnover rate 23.32% 22.54% 3.35% 38.46% 28.76% 22.54%
</TABLE>
<TABLE>
<CAPTION>
HIGH YIELD FUND
CLASS I
-----------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.21 $11.19 $10.74 $11.25 $11.10 $10.48 $10.31 $10.54 $10.50 $10.34
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .69 .71 .74 .74 .76 .79 .78 .82 .81 .79
Net realized & unrealized
gains (losses) .47 .04 .45 (.51) .17 .62 .23 (.21) .12 .24
-----------------------------------------------------------------------------------------
Total from investment
operations 1.16 .75 1.19 .23 .93 1.41 1.01 .61 .93 1.03
-----------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.68) (.73)+++ (.74) (.74) (.78) (.78) (.84) (.84) (.89) (.87)
In excess of net investment
income (.01) -- -- -- -- (.01) -- -- -- --
-----------------------------------------------------------------------------------------
Total distributions (.69) (.73) (.74) (.74) (.78) (.79) (.84) (.84) (.89) (.87)
-----------------------------------------------------------------------------------------
Net asset value, end of year $11.68 $11.21 $11.19 $10.74 $11.25 $11.10 $10.48 $10.31 $10.54 $10.50
=========================================================================================
Total return* 10.64% 7.01% 11.35% 2.28% 8.33% 13.72% 9.97% 5.71% 8.80% 10.87%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(millions) $5,743 $4,505 $3,787 $3,287 $3,373 $2,743 $2,110 $1,718 $1,575 $746
Ratios to average net assets:
Expenses .61% .62% .61% .60% .53% .54% .53% .52% .54% .61%
Net investment income 5.98% 6.41% 6.68% 6.92% 6.79% 7.45% 7.73% 7.90% 7.52% 7.68%
Portfolio turnover rate 15.84% 6.98% 9.23% 15.89% 16.09% 33.46% 102.57% 70.60% 23.41% 2.02%
</TABLE>
<TABLE>
<CAPTION>
HIGH YIELD FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.26 $11.24 $10.81
---------------------------------
Income from investment operations:
Net investment income .63 .66 .56
Net realized and unrealized gains .48 .03 .42
---------------------------------
Total from investment operations 1.11 .69 .98
---------------------------------
Less distributions from:
Net investment income (.62) (.67)++++ (.55)
---------------------------------
Net asset value, end of year $11.75 $11.26 $11.24
=================================
Total return* 10.15% 6.36% 9.27%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $423,264 $194,400 $48,163
Ratios to average net assets:
Expenses 1.18% 1.18% 1.18%**
Net investment income 5.38% 5.78% 6.07%**
Portfolio turnover rate 15.84% 6.98% 9.23%
</TABLE>
<TABLE>
<CAPTION>
INDIANA FUND
YEAR ENDED FEB. 28
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.77 $11.76 $11.40 $12.01 $11.90 $11.07 $10.83 $10.77 $10.49 $10.47
-----------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .65 .66 .67 .66 .68 .71 .69 .74 .80 .79
Net realized &unrealized
gains (losses) .32 .01 .35 (.61) .11 .83 .33 .10 .24 (.01)
-----------------------------------------------------------------------------------------
Total from investment
operations .97 .67 1.02 .05 .79 1.54 1.02 .84 1.04 .78
-----------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.65) (.66) (.66) (.66) (.68) (.71) (.78) (.78) (.76) (.76)
Net realized gains (.02) -- -- -- -- -- -- -- -- --
-----------------------------------------------------------------------------------------
Total distributions (.67) (.66) (.66) (.66) (.68) (.71) (.78) (.78) (.76) (.76)
-----------------------------------------------------------------------------------------
Net asset value, end of year $12.07 $11.77 $11.76 $11.40 $12.01 $11.90 $11.07 $10.83 $10.77 $10.49
=========================================================================================
Total return* 8.52% 5.91% 9.20% .58% 6.53% 14.10% 9.53% 7.78% 9.86% 7.47%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(000's) $54,643 $51,137 $48,949 $46,583 $47,870 $37,367 $23,914 $14,946 $11,310 $5,875
Ratios to
average net assets:
Expenses .82% .82% .80% .81% .71% .59% .50% .51% .06% --
Expenses excluding waiver
and payments by affiliate .82% .82% .80% .81% .71% .73% .74% .74% .70% .77%
Net investment income 5.45% 5.69% 5.80% 5.84% 5.62% 6.16% 6.60% 6.91% 7.34% 7.41%
Portfolio turnover rate 24.08% 23.54% 10.56% 26.49% 16.12% 7.98% .03% 24.60% .06% 10.67%
</TABLE>
<TABLE>
<CAPTION>
MICHIGAN FUND
YEAR ENDED FEB. 28
---------------------------------
1998 19973
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C>
Net asset value, beginning of year $10.42 $10.00
---------------------------------
Income from investment operations:
Net investment income .51 .30
Net realized and unrealized gains .67 .32
---------------------------------
Total from investment operations 1.18 .62
---------------------------------
Less distributions from:
Net investment income (.58) (.20)
---------------------------------
Net asset value, end of year $11.02 $10.42
=================================
Total return* 11.62% 6.17%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $9,268 $3,884
Ratios to average net assets:
Expenses .25% .34%**
Expenses excluding waiver and payments by affiliate 1.01% 1.21%**
Net investment income 5.39% 4.90%**
Portfolio turnover rate 51.81% 42.83%
</TABLE>
<TABLE>
<CAPTION>
NEW JERSEY FUND
CLASS I
------------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 19894
------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.61 $11.68 $11.28 $11.82 $11.85 $11.16 $10.84 $10.68 $10.52 $10.00
------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .63 .64 .65 .66 .67 .69 .68 .69 .71 .58
Net realized & unrealized
gains (losses) .32 (.06) .39 (.55) (.02) .69 .35 .24 .23 .32
------------------------------------------------------------------------------------------
Total from investment
operations .95 .58 1.04 .11 .65 1.38 1.03 .93 .94 .90
------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.64) (.65) (.64) (.65) (.68) (.69) (.71) (.77) (.78) (.38)
------------------------------------------------------------------------------------------
Net asset value, end of year $11.92 $11.61 $11.68 $11.28 $11.82 $11.85 $11.16 $10.84 $10.68 $10.52
==========================================================================================
Total return* 8.37% 5.13% 9.43% 1.12% 5.39% 12.55% 9.65% 8.79% 8.87% 11.20%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(000's) $636,929 $574,691 $564,864 $533,937 $561,130 $433,702 $332,536 $258,514 $99,299 $19,973
Ratios to average net assets:
Expenses .66% .64% .65% .63% .57% .59% .60% .65% .73% .25%
Expenses excluding waiver
and payments by affiliate .66% .64% .65% .63% .57% .59% .60% .65% .73% .66%**
Net investment income 5.34% 5.58% 5.65% 5.86% 5.60% 6.06% 6.30% 6.40% 6.41% 6.09%**
Portfolio turnover rate 12.77% 8.87% 12.04% 31.05% 4.16% 14.12% 3.66% 1.84% 10.86% 7.44%
</TABLE>
<TABLE>
<CAPTION>
NEW JERSEY FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.66 $11.72 $11.30
---------------------------------
Income from investment operations:
Net investment income .56 .57 .49
Net realized and unrealized gains (losses) .33 (.05) .40
---------------------------------
Total from investment operations .89 .52 .89
---------------------------------
Less distributions from:
Net investment income (.57) (.58) (.47)
---------------------------------
Net asset value, end of year $11.98 $11.66 $11.72
=================================
Total return* 7.84% 4.57% 8.02%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $28,139 $13,095 $4,542
Ratios to average net assets:
Expenses 1.21% 1.21% 1.23%**
Net investment income 4.77% 5.01% 5.15%**
Portfolio turnover rate 12.77% 8.87% 12.04%
</TABLE>
<TABLE>
<CAPTION>
OREGON FUND
CLASS I
------------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.55 $11.60 $11.22 $11.70 $11.73 $11.02 $10.71 $10.59 $10.44 $10.37
------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .62 .63 .63 .63 .64 .66 .63 .68 .69 .72
Net realized &unrealized
gains (losses) .31 (.05) .38 (.49) (.02) .70 .38 .15 .17 .05
------------------------------------------------------------------------------------------
Total from investment
operations .93 .58 1.01 .14 .62 1.36 1.01 .83 .86 .77
------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.62) (.63) (.63) (.62) (.65) (.65) (.70) (.71) (.71) (.70)
------------------------------------------------------------------------------------------
Net asset value, end of year $11.86 $11.55 $11.60 $11.22 $11.70 $11.73 $11.02 $10.71 $10.59 $10.44
==========================================================================================
Total return* 8.21% 5.13% 9.19% 1.36% 5.15% 12.52% 9.61% 7.87% 8.11% 7.44%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(000's) $427,022 $384,003 $375,415 $349,458 $375,684 $303,719 $208,972 $123,486 $73,798 $24,453
Ratios to average net assets:
Expenses .67% .66% .66% .65% .58% .62% .65% .70% .70% .45%
Expenses excluding waiver
and payments by affiliate .67% .66% .66% .65% .58% .62% .65% .70% .70% .73%
Net investment income 5.33% 5.52% 5.51% 5.71% 5.47% 5.87% 6.09% 6.40% 6.28% 6.72%
Portfolio turnover rate 12.18% 4.47% 6.52% 26.44% 9.42% 7.78% 4.65% 10.74% 12.58% 15.08%
</TABLE>
<TABLE>
<CAPTION>
OREGON FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.61 $11.65 $11.23
---------------------------------
Income from investment operations:
Net investment income .56 .56 .47
Net realized and unrealized gains (losses) .31 (.04) .41
---------------------------------
Total from investment operations .87 .52 .88
---------------------------------
Less distributions from:
Net investment income (.56) (.56) (.46)
---------------------------------
Net asset value, end of year $11.92 $11.61 $11.65
=================================
Total return* 7.66% 4.59% 7.99%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $15,946 $7,100 $2,044
Ratios to average net assets:
Expenses 1.22% 1.23% 1.24%**
Net investment income 4.74% 4.93% 4.87%**
Portfolio turnover rate 12.18% 4.47% 6.52%
</TABLE>
<TABLE>
<CAPTION>
PENNSYLVANIA FUND
CLASS I
------------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $10.39 $10.44 $10.16 $10.56 $10.55 $ 9.84 $ 9.49 $ 9.65 $ 9.52 $ 9.49
------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .58 .60 .62 .62 .63 .64 .64 .65 .66 .69
Net realized & unrealized
gains (losses) .32 (.04) .29 (.41) .01 .70 .38 (.09) .19 .06
------------------------------------------------------------------------------------------
Total from investment
operations .90 .56 .91 .21 .64 1.34 1.02 .56 .85 .75
------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.58) (.61) (.63) (.61) (.63) (.63) (.67) (.72) (.72) (.72)
In excess of net investment
income (.01) -- -- -- -- -- -- -- -- --
Net realized gains (.14) -- -- -- -- -- -- -- -- --
------------------------------------------------------------------------------------------
Total distributions (.73) (.61) (.63) (.61) (.63) (.63) (.67) (.72) (.72) (.72)
------------------------------------------------------------------------------------------
Net asset value, end of year $10.56 $10.39 $10.44 $10.16 $10.56 $10.55 $ 9.84 $ 9.49 $ 9.65 $ 9.52
==========================================================================================
Total return* 8.90% 5.53% 9.15% 2.22% 5.99% 13.84% 10.99% 5.76% 8.86% 7.97%
RATIOS/SUPPLEMENTAL DATA
Net Assets, end of year (000's) $713,141 $658,339 $639,847 $587,366 $615,546 $505,845 $391,301 $305,592 $180,720 $73,851
Ratios to average net assets:
Expenses .65% .64% .64% .63% .56% .58% .59% .62% .73% .59%
Expenses excluding waiver
and payments by affiliate .65% .64% .64% .63% .56% .58% .59% .62% .73% .75%
Net investment income 5.49% 5.84% 5.96% 6.15% 5.90% 6.34% 6.71% 6.82% 6.66% 6.97%
Portfolio turnover rate 12.74% 22.24% 9.71% 12.91% 4.73% 5.87% 4.44% 5.23% 6.31% 1.56%
</TABLE>
<TABLE>
<CAPTION>
PENNSYLVANIA FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $10.43 $10.47 $10.17
---------------------------------
Income from investment operations:
Net investment income .52 .55 .47
Net realized and unrealized gains (losses) .33 (.05) .30
---------------------------------
Total from investment operations .85 .50 .77
---------------------------------
Less distributions from:
Net investment income (.53) (.54) (.47)
Net realized gains (.14) -- --
---------------------------------
Total distributions (.67) (.54) (.47)
---------------------------------
Net asset value, end of year $10.61 $10.43 $10.47
=================================
Total return* 8.35% 4.98% 7.71%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $25,899 $11,935 $3,110
Ratios to average net assets:
Expenses 1.21% 1.21% 1.22%**
Net investment income 4.89% 5.22% 5.36%**
Portfolio turnover rate 12.74% 22.24% 9.71%
</TABLE>
<TABLE>
<CAPTION>
PUERTO RICO FUND
CLASS I
------------------------------------------------------------------------------------------
YEAR ENDED FEB. 28
------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $11.51 $11.59 $11.31 $11.83 $11.81 $11.12 $10.84 $10.76 $10.54 $10.57
------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .62 .65 .66 .67 .68 .70 .69 .76 .71 .70
Net realized & unrealized
gains (losses) .36 .02 .30 (.50) .03 .67 .30 .04 .24 .04
------------------------------------------------------------------------------------------
Total from investment operations .98 .67 .96 .17 .71 1.37 .99 .80 .95 .74
------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.62) (.65)+ (.67)++ (.69) (.69) (.68) (.71) (.72) (.73) (.77)
Net realized gains (.01) (.10) (.01) -- -- -- -- -- -- --
------------------------------------------------------------------------------------------
Total distributions (.63) (.75) (.68) (.69) (.69) (.68) (.71) (.72) (.73) (.77)
------------------------------------------------------------------------------------------
Net asset value, end of year $11.86 $11.51 $11.59 $11.31 $11.83 $11.81 $11.12 $10.84 $10.76 $10.54
==========================================================================================
Total return* 8.78% 6.03% 8.68% 1.60% 5.95% 12.48% 9.31% 7.45% 8.91% 7.06%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $210,325 $192,525 $190,577 $176,888 $175,036 $144,806 $112,714 $91,601 $82,819 $80,431
Ratios to average net assets:
Expenses .75% .73% .74% .73% .66% .69% .70% .70% .70% .72%
Net investment income 5.35% 5.62% 5.71% 5.95% 5.77% 6.18% 6.45% 7.08% 6.65% 6.76%
Portfolio turnover rate 7.94% 21.09% 27.99% 18.30% 5.10% 10.37% 15.01% 6.09% 14.12% 50.57%
</TABLE>
<TABLE>
<CAPTION>
PUERTO RICO FUND (CONT.)
CLASS II
---------------------------------
YEAR ENDED FEB. 28
---------------------------------
1998 1997 19961
---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S> <C> <C> <C>
Net asset value, beginning of year $11.53 $11.62 $11.32
---------------------------------
Income from investment operations:
Net investment income .56 .58 .50
Net realized and unrealized gains .34 .02 .30
---------------------------------
Total from investment operations .90 .60 .80
---------------------------------
Less distributions from:
Net investment income (.55) (.59) (.49)
Net realized gains (.01) (.10) (.01)
---------------------------------
Total distributions (.56) (.69) (.50)
---------------------------------
Net asset value, end of year $11.87 $11.53 $11.62
=================================
Total return* 8.07% 5.33% 7.21%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $3,615 $1,679 $533
Ratios to average net assets:
Expenses 1.31% 1.30% 1.32%**
Net investment income 4.78% 5.04% 5.16%**
Portfolio turnover rate 7.94% 21.09% 27.99%
</TABLE>
*Total return does not reflect sales commissions or the Contingent Deferred
Sales Charge, and is not annualized except where indicated. Prior to May 1,
1994, dividends from net investment income were reinvested at the Offering
Price.
**Annualized.
1For the period May 1, 1995 (effective date) to February 29, 1996.
2For the period October 3, 1988 (effective date) to February 28, 1989.
3For the period July 1, 1996 (effective date) to February 28, 1997.
4For the period April 23, 1988 (effective date) to February 28, 1989.
5For the period September 21, 1992 (effective date) to February 28, 1993.
+Includes distributions in excess of net investment income in the amount of
$.006.
++Includes distributions in excess of net investment income in the amount of
$.001.
+++Includes distributions in excess of net investment income in the amount of
$.008.
++++Includes distributions in excess of net investment income in the amount of
$.003.
HOW DO THE FUNDS INVEST THEIR ASSETS?
A QUICK LOOK AT THE FUNDS
Franklin Federal
Intermediate-
Term Tax-Free Income Fund
Goal: High current income free from federal income taxes.
Strategy: Invests in investment grade municipal securities whose interest is
free from federal income taxes and maintains a dollar-weighted average portfolio
maturity of three to 10 years.
Franklin High Yield
Tax-Free Income Fund
Goal: High current yield free from federal income taxes.
Strategy: Invests in municipal securities rated in any rating category and whose
interest is free from federal income taxes. The fund tries to invest in
lower-rated securities to the extent their yields justify their risk, in the
Manager's opinion.
Franklin Puerto Rico
Tax-Free Income Fund
Goal: High current income free from federal income taxes and from the personal
income taxes of a majority of states.
Strategy: Invests in investment grade municipal securities whose interest is
free from federal income taxes and from the personal income taxes of a majority
of states.
State Specific
Tax-Free
Income Funds
Goal: High current tax-free income for residents of the fund's state.
Strategy: Invest in investment grade municipal securities whose interest is free
from federal and state personal income taxes, if any, for residents of the
fund's state.
WHAT IS THE MANAGER'S APPROACH?
The Manager tries to select securities that it believes will provide the best
balance between risk and return within each fund's range of allowable
investments. The Manager considers a number of factors including general market
and economic conditions, and the credit quality of the issuer when selecting
securities for each fund.
To provide tax-free income to shareholders, the Manager typically uses a buy and
hold strategy. This means it holds securities in a fund's portfolio for income
purposes, rather than trading securities for capital gains. The Manager may sell
a security at any time, however, when the Manager believes doing so could help
the fund meet its goals.
While income is the most important part of return over time, the total return
from a municipal security includes both income and price gains or losses. Each
fund's focus on income does not mean it invests only in the highest-yielding
securities available, or that it can avoid losses of principal.
WHO MAY WANT TO INVEST?
The funds may be appropriate for investors in higher tax brackets who seek high
current income that is free from federal and, for the state and Puerto Rico
funds, state personal income taxes. If you are a resident of Puerto Rico, you
should consult with your tax advisor before investing in any of the funds.
Each fund's level of risk and potential reward depends on the quality and
maturity of its investments. Each fund, except the High Yield Fund, invests only
in investment grade municipal securities. With its broader range of investments,
the High Yield Fund has the potential for higher yields, but also carries a
higher degree of risk. Please consider your investment goals and tolerance for
price fluctuations and risk when making your investment decision.
The value of each fund's investments and the income they generate will vary from
day to day, and generally reflect interest rates, market conditions, and other
federal and state political and economic news. When you sell your shares, they
may be worth more or less than what you paid for them.
THE FUNDS IN MORE DETAIL
WHAT ARE THE FUNDS' GOALS?
The investment goal of the Federal Intermediate Fund is to provide investors
with as high a level of income exempt from federal income taxes, including the
individual alternative minimum tax, as is consistent with prudent investing,
while seeking preservation of shareholders' capital.
The investment goal of the High Yield Fund is to provide investors with a high
current yield exempt from federal income taxes. As a secondary goal, the High
Yield Fund seeks capital appreciation to the extent possible and consistent with
its principal investment goal.
The investment goal of the Puerto Rico Fund is to provide investors with as high
a level of income exempt from federal income taxes as is consistent with prudent
investing while seeking preservation of shareholders' capital. The Puerto Rico
Fund also seeks to provide a maximum level of income that is free from the
personal income taxes of a majority of states, although this policy is not a
fundamental investment goal of the fund.
The investment goal of each state fund is to provide investors with as high a
level of income exempt from federal income taxes and from the personal income
taxes, if any, for resident shareholders of the fund's state as is consistent
with prudent investing, while seeking preservation of shareholders' capital.
These goals are fundamental, which means that they may not be changed without
shareholder approval.
WHAT KINDS OF SECURITIES DO THE FUNDS BUY?
Each fund tries to invest all of its assets in tax-free municipal securities,
including bonds, notes and commercial paper.
MUNICIPAL SECURITIES are issued by state and local governments, their agencies
and authorities, as well as by the District of Columbia and U.S. territories and
possessions, to borrow money for various public or private projects. The issuer
pays a fixed or variable rate of interest, and must repay the amount borrowed
(the "principal") at maturity.
Municipal securities help the funds meet their investment goals because they
generally pay interest free from federal income tax. Municipal securities issued
by a fund's state or that state's counties, municipalities, authorities,
agencies, or other subdivisions also generally pay interest free from state
personal income taxes, if any, for residents of the fund's state. Municipal
securities issued by U.S. territories such as Guam, Puerto Rico, or the Mariana
Islands also generally pay interest free from state personal income taxes in a
majority of states.
Each fund normally invests:
o at least 80% of its assets in securities that pay interest free from
federal income taxes, including the federal alternative minimum tax (this
policy is fundamental). Each fund applies this test to its net assets,
except for the Federal Intermediate Fund, which applies the test to its
total assets;
o at least 80% of its net assets in securities that pay interest free from
the personal income taxes, if any, of its state, although each fund tries
to invest all of its assets in these securities (this policy is also
fundamental and applies only to the state funds); and
o at least 65% of its total assets in municipal securities of its state or
territory (this policy applies only to the state and Puerto Rico funds).
The High Yield Fund is diversified nationally and will not invest more than
25% of its total assets in the municipal securities of any one state or
territory.
While each fund tries to invest 100% of its assets in municipal securities whose
interest is free from federal and, for the state and Puerto Rico funds, state
personal income taxes, it is possible, although not anticipated, that a fund may
have up to 20% of its assets in securities that pay taxable interest. If you are
subject to the federal alternative minimum tax, please keep in mind that each
fund may also have a portion of its assets in municipal securities that pay
interest subject to the federal alternative minimum tax.
QUALITY. All things being equal, the lower a security's credit quality, the
higher the risk and the higher the yield the security generally must pay as
compensation to investors for the higher risk.
A security's credit quality depends on the issuer's ability to pay interest on
the security and, ultimately, to repay the principal. Independent rating
agencies, such as Fitch, Moody's and S&P, often rate municipal securities based
on their opinion of the issuer's credit quality. Most rating agencies use a
descending alphabet scale to rate long-term securities, and a descending
numerical scale to rate short-term securities. For example, Fitch and S&P use
AAA, AA, A and BBB for their top four long-term ratings, while Moody's uses Aaa,
Aa, A and Baa. Securities rated in the highest rating category are "top rated."
Securities in the top four ratings are "investment grade," although securities
in the fourth highest rating may have some speculative features. These ratings
are described in more detail in the Appendix to this prospectus and in the SAI.
An insurance company, bank or other foreign or domestic entity may provide
credit support for a municipal security and enhance its credit quality. For
example, some municipal securities are insured, which means they are covered by
an insurance policy that insures the timely payment of principal and interest.
Other municipal securities may be backed by letters of credit, guarantees, or
escrow or trust accounts that contain securities backed by the full faith and
credit of the U.S. government to secure the payment of principal and interest.
o Each fund, except the High Yield Fund, only buys investment grade
securities or unrated securities that the Manager believes are comparable.
o The High Yield Fund invests at least 65% of its assets in high yield
securities. The fund may invest in securities rated in any rating category,
although the fund currently invests primarily in securities rated BBB/Baa
or below or in unrated securities that the Manager believes are comparable.
The fund may invest in defaulted securities if the Manager believes the
issuer may resume making interest payments or other favorable developments
seem likely in the near future. The fund, however, does not currently
intend to invest more than 10% of its assets in defaulted securities.
While the fund tries to invest in lower-rated securities, the Manager may
consider existing market conditions, the availability of lower-rated
securities, and whether the difference in yields between higher- and
lower-rated securities justifies the higher risk of lower-rated securities
when selecting securities for the fund's portfolio.
MATURITY. Municipal securities are issued with a specific maturity date - the
date when the issuer must repay the amount borrowed. Maturities typically range
from less than one year (short term) to 30 years (long term). In general,
securities with longer maturities are more sensitive to price changes, although
they may provide higher yields.
o The Federal Intermediate Fund may buy securities with any maturity but must
maintain a dollar-weighted average portfolio maturity of three to 10 years.
o The High Yield, Puerto Rico and state funds have no restrictions on the
maturity of the securities they may buy or on their average portfolio
maturity. Since securities with longer maturities may provide higher
yields, the High Yield Fund generally invests in longer-term securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that change either at
specific intervals or whenever a benchmark rate changes. While this feature
helps to protect against a decline in the security's market price, it also
lowers a fund's income when interest rates fall. Of course, a fund's income from
its variable rate investments may also increase if interest rates rise.
o Each fund may invest in investment grade variable and floating rate
securities. The High Yield Fund also may invest in variable and floating
rate securities below investment grade.
MUNICIPAL LEASE OBLIGATIONS finance the purchase of public property. The
property is leased to the state or a local government, and the lease payments
are used to pay the interest on the obligations. Municipal lease obligations
differ from other municipal securities because the lessee's governing body must
set aside the money to make the lease payments each year. If the money is not
set aside, the issuer or the lessee can end the lease without penalty. If the
lease is cancelled, investors who own the municipal lease obligations may not be
paid.
o Each fund may invest in municipal lease obligations without limit, if the
obligations meet the fund's quality and maturity standards.
WHAT ARE SOME OF THE FUNDS' OTHER INVESTMENT STRATEGIES AND PRACTICES?
TEMPORARY INVESTMENTS. When the Manager believes unusual or adverse economic,
market or other conditions exist, it may invest a fund's portfolio in a
temporary defensive manner. Under these circumstances, each fund may invest all
of its assets in securities that pay taxable interest, including (i) high
quality commercial paper; (ii) securities issued by or guaranteed by the full
faith and credit of the U.S. government; or (iii) for the state and Puerto Rico
funds, municipal securities issued by a state, territory or local government
other than the fund's state or territory.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS are those where payment and
delivery for the security take place at a future date. Since the market price of
the security may fluctuate during the time before payment and delivery, the fund
assumes the risk that the value of the security at delivery may be more or less
than the purchase price.
DIVERSIFICATION. Diversification involves limiting the amount of money invested
in any one issuer or, on a broader scale, in any one state or type of project to
help spread and reduce the risks of investment. Non-diversified funds may invest
a greater portion of their assets in the securities of one issuer than
diversified funds. Economic, business, political or other changes can affect all
securities of a similar type. A non-diversified fund may be more sensitive to
these changes.
o The Connecticut, Federal Intermediate and Michigan funds are
non-diversified funds, although they intend to meet certain diversification
requirements for tax purposes. The other funds are all diversified. Each
fund may invest more than 25% of its assets in municipal securities that
finance similar types of projects, such as hospitals, housing, industrial
development, transportation or pollution control.
OTHER POLICIES AND RESTRICTIONS. Each fund has a number of additional investment
policies and restrictions that govern its activities. Those that are identified
as "fundamental" may only be changed with shareholder approval. The others may
be changed by the Board alone. For a list of these restrictions and more
information about each fund's investment policies, including those described
above, please see "How Do the Funds Invest Their Assets?" and "Investment
Restrictions" in the SAI.
Generally, the policies and restrictions discussed in this prospectus and in the
SAI apply when a fund makes an investment. In most cases, a fund is not required
to sell a security because circumstances change and the security no longer meets
one or more of the fund's policies or restrictions.
WHAT ARE THE RISKS OF INVESTING IN THE FUNDS?
Like all investments, an investment in a fund involves risks. The risks of each
fund are basically the same as those of other investments in municipal
securities of similar quality, although an investment in any one of the state or
Puerto Rico funds may involve more risk than an investment in a fund that does
not focus on securities of a single state or territory. Because each fund holds
many securities, it is likely to be less risky than any one, or few, directly
held municipal investments.
GENERAL RISK. There is no assurance that a fund will meet its investment goal. A
fund's share price, and the value of your investment, may change. Generally,
when the value of a fund's investments go down, so does the fund's share price.
Similarly, when the value of a fund's investments go up, so does the fund's
share price. Since the value of a fund's shares can go up or down, it is
possible to lose money by investing in a fund.
INTEREST RATE RISK is the risk that changes in interest rates can reduce the
value of a security. When interest rates rise, municipal security prices fall.
The opposite is also true: municipal security prices go up when interest rates
fall. To explain why this is so, assume you hold a municipal security offering a
5% yield. A year later, interest rates are on the rise and comparable securities
are offered with a 6% yield. With higher-yielding securities available, you
would have trouble selling your 5% security for the price you paid - causing you
to lower your asking price. On the other hand, if interest rates were falling
and 4% municipal securities were being offered, you would be able to sell your
5% security for more than you paid.
INCOME RISK is the risk that a fund's income will decrease due to falling
interest rates. Since a fund can only distribute what it earns, a fund's
distributions to its shareholders may decline when interest rates fall.
CREDIT RISK is the possibility that an issuer will be unable to make interest
payments or repay principal. Changes in an issuer's financial strength or in a
security's credit rating may affect its value. Even securities supported by
credit enhancements have the credit risk of the entity providing the credit
support. Credit support provided by a foreign entity may be less certain because
of the possibility of adverse foreign economic, political or legal developments
that may affect the ability of that foreign entity to meet its obligations.
Changes in the credit quality of the credit provider could affect the value of
the security and the fund's share price.
Securities rated below investment grade, sometimes called "municipal junk
bonds," generally have more credit risk than higher-rated securities. The risk
of default or price changes due to changes in the issuer's credit quality is
greater. Issuers of lower-rated securities are typically in weaker financial
health than issuers of higher-rated securities, and their ability to make
interest payments or repay principal is less certain. These issuers are also
more likely to encounter financial difficulties and to be materially affected by
these difficulties when they do encounter them. The market price of lower-rated
securities may fluctuate more than higher-rated securities and may decline
significantly in periods of general or regional economic difficulty. Lower-rated
securities may also be less liquid than higher-rated securities.
None of the funds, except the High Yield Fund, invests in securities rated below
investment grade. The High Yield Fund, however, may invest up to 100% of its
assets in these securities. The following table provides a summary of the credit
quality of the High Yield Fund's portfolio. These figures are dollar-weighted
averages of month-end assets during the fiscal year ended February 28, 1998.
AVERAGE WEIGHTED
S&P RATING PERCENTAGE OF ASSETS
- ---------------------------------------
AAA 25.0%1
AA 3.7%
A 4.5%
BBB 31.0%2
BB 21.2%3
B 5.8%4
CCC 0.9%
Not Rated 7.9%5
16.8% are unrated and have been included in the AAA rating category.
28.7% are unrated and have been included in the BBB rating category.
314.5% are unrated and have been included in the BB rating category.
41.2% are unrated and have been included in the B rating category.
5This figure includes securities that have not been rated by S&P, but that have
been rated by another rating agency.
MARKET RISK is the risk that a security's value will be reduced by market
activity or the results of supply and demand. This is a basic risk associated
with all securities. When there are more sellers than buyers, prices tend to
fall. Likewise, when there are more buyers than sellers, prices tend to
increase.
CALL RISK is the likelihood that a security will be prepaid (or "called") before
maturity. An issuer is more likely to call its bonds when interest rates are
falling, because the issuer can issue new bonds with lower interest payments. If
a bond is called, a fund may have to replace it with a lower-yielding security.
STATE RISKS. Since each state fund invests heavily in municipal securities of
its state, events in that state are likely to affect the fund's investments and
its performance. These events may include:
o economic or political policy changes;
o tax base erosion;
o state constitutional limits on tax increases;
o budget deficits and other financial difficulties; and
o changes in the ratings assigned to municipal issuers.
A negative change in any one of these or other areas could affect the ability of
a state's municipal issuers to meet their obligations. It is important to
remember that economic, budget and other conditions within a state are
unpredictable and can change at any time.
To the extent the Federal Intermediate, High Yield or Puerto Rico funds are
invested in a state, events in that state may affect their investments in that
state and their performance.
For more specific information on the economy and financial strength of the
funds' various states, please see "What Are the Risks of Investing in the
Funds?" in the SAI.
U.S. TERRITORIES RISKS. Each fund may invest a portion of its assets in
municipal securities issued by U.S. territories such as Guam, Puerto Rico or the
Mariana Islands. As with state municipal securities, events in any of these
territories where a fund invests may affect the fund's investments and its
performance.
The Puerto Rico Fund invests heavily in Puerto Rico municipal securities. Events
in Puerto Rico, including the types of events discussed under "State Risks"
above, are likely to affect the fund's investments and its performance.
For more information on U.S. territories and their economy, please see "What Are
the Risks of Investing in the Funds?" in the SAI.
WHO MANAGES THE FUNDS?
THE BOARD. The Board oversees the management of each fund and elects its
officers. The officers are responsible for each fund's day-to-day operations.
The Board also monitors each fund to ensure no material conflicts exist among
the fund's classes of shares. While none is expected, the Board will act
appropriately to resolve any material conflict that may arise.
INVESTMENT MANAGER. Advisers is the investment manager of each fund, except the
Connecticut Fund. Investment Advisory is the investment manager of the
Connecticut Fund.
The Manager manages each fund's assets and makes its investment decisions. The
Manager also performs similar services for other funds. It is wholly owned by
Resources, a publicly owned company engaged in the financial services industry
through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are the
principal shareholders of Resources. Together, the Manager and its affiliates
manage over $243 billion in assets, including $48 billion in the municipal
securities market. Please see "Investment Management and Other Services" and
"Miscellaneous Information" in the SAI for information on securities
transactions and a summary of the funds' Code of Ethics.
MANAGEMENT TEAM. The team responsible for the day-to-day management of each
fund's portfolio is:
Thomas Kenny
Senior Vice President of Advisers and Portfolio Manager of Investment Advisory
Mr. Kenny has been an analyst or portfolio manager for the Arizona, Colorado,
Connecticut, Federal Intermediate, Indiana, Michigan, New Jersey and Oregon
funds since inception and the High Yield, Pennsylvania and Puerto Rico funds
since 1987. Mr. Kenny is the Director of Franklin's Municipal Bond Department.
He holds a Master of Science degree in Finance from Golden Gate University and a
Bachelor of Arts degree in Business and Economics from the University of
California at Santa Barbara. Mr. Kenny joined the Franklin Templeton Group in
1986. He is a member of several securities industry-related committees and
associations.
John B. Pinkham
President of Investment Advisory
Mr. Pinkham has been an analyst or portfolio manager for the Connecticut Fund
since inception. Mr. Pinkham holds a Bachelor of Science degree in Business from
Columbia University. He has been in the securities industry since 1956 and with
the Franklin Templeton Group since 1985. He is a member of several securities
industry-related committees and associations.
John Pomeroy
Portfolio Manager of Investment Advisory
Mr. Pomeroy has been an analyst or portfolio manager for the Connecticut Fund
since 1989. Mr. Pomeroy holds a Bachelor of Science degree in Finance from San
Francisco State University. He joined the Franklin Templeton Group in 1986. He
is a member of several securities industry-related committees and associations.
Stella Wong
Vice President of Advisers
Ms. Wong has been an analyst or portfolio manager for the Indiana, New Jersey,
and Pennsylvania funds since their inception. Ms. Wong holds a Master degree in
Financial Planning from Golden Gate University and a Bachelor of Science degree
in Business Administration from San Francisco State University. She joined the
Franklin Templeton Group in 1986. She is a member of several securities
industry-related committees and associations.
Sheila Amoroso
Vice President of Advisers
Ms. Amoroso has been an analyst or portfolio manager for the Arizona, Colorado,
Federal Intermediate, Michigan, New Jersey and Oregon funds since inception and
the High Yield, Pennsylvania and Puerto Rico funds since 1987. Ms. Amoroso holds
a Bachelor of Science degree from San Francisco State University. She joined the
Franklin Templeton Group in 1986. She is a member of several securities
industry-related committees and associations.
John Wiley
Portfolio Manager of Advisers
Mr. Wiley has been an analyst or portfolio manager for the Indiana and Oregon
funds since 1991. Mr. Wiley holds a Master of Business Administration degree in
Finance from Saint Mary's College and a Bachelor of Science degree from the
University of California at Berkeley. He joined the Franklin Templeton Group in
1989. He is a member of several securities industry-related committees and
associations.
Carrie Higgins
Portfolio Manager of Advisers
Ms. Higgins has been an analyst or portfolio manager for the Arizona Fund since
1992 and for the Michigan Fund since inception. Ms. Higgins holds a Bachelor of
Science degree in Economics from the University of California at Davis. She
joined the Franklin Templeton Group in 1990. She is a member of several
securities industry-related committees and associations.
Mark Orsi
Portfolio Manager of Advisers
Mr. Orsi has been an analyst or portfolio manager for the Colorado Fund since
1991 and for the Federal Intermediate Fund since inception. Mr. Orsi holds a
Bachelor of Science degree in Finance from Santa Clara University. He joined the
Franklin Templeton Group in 1990. He is a member of several securities
industry-related committees and associations.
Ben Barber
Portfolio Manager of Advisers
Mr. Barber has been an analyst or portfolio manager for the High Yield and
Puerto Rico funds since 1993. He has a Bachelor of Arts Degree in International
Relations and Political Science from the University of California at Santa
Barbara. Mr. Barber joined the Franklin Templeton Group in 1991. He is a member
of several securities industry-related committees and associations.
MANAGEMENT FEES. During the fiscal year ended February 28, 1998, management fees
paid to the Manager and total operating expenses, as a percentage of average
monthly net assets, were as follows:
TOTAL
MANAGEMENT OPERATING EXPENSES
---------------------------
FEES CLASS I CLASS II
- --------------------------------------------------------------------------------
Arizona Fund 0.48% 0.63% 1.19%
Colorado Fund 0.55% 0.71% 1.27%
Connecticut Fund 0.57% 0.73% 1.29%
Federal Intermediate Fund 0.54%* 0.75%* --
High Yield Fund 0.46% 0.61% 1.18%
Indiana Fund 0.63% 0.82% --
Michigan Fund 0.00%* 0.25%* --
New Jersey Fund 0.49% 0.66% 1.22%**
Oregon Fund 0.51% 0.67% 1.22%
Pennsylvania Fund 0.49% 0.65% 1.21%
Puerto Rico Fund 0.56% 0.75% 1.31%
*Management fees, before any advance waiver, totaled 0.61% for the Federal
Intermediate Fund and 0.65% for the Michigan Fund. Total operating expenses were
0.82% for the Federal Intermediate Fund and 1.01% for the Michigan Fund. Under
an agreement by Advisers to waive or limit its fees, the Federal Intermediate
and Michigan funds paid the management fees and total operating expenses shown.
Advisers may end this arrangement at any time upon notice to the Board.
**Due to rounding, Class II total fund operating expenses are different than the
ratio of expenses to average net assets shown under "Financial Highlights."
PORTFOLIO TRANSACTIONS. The Manager tries to obtain the best execution on all
transactions. If the Manager believes more than one broker or dealer can provide
the best execution, it may consider research and related services and the sale
of fund shares, as well as shares of other funds in the Franklin Templeton Group
of Funds, when selecting a broker or dealer. Please see "How Do the Funds Buy
Securities for Their Portfolios?" in the SAI for more information.
ADMINISTRATIVE SERVICES. Under an agreement with the Manager, FT Services
provides certain administrative services and facilities for each fund. During
the fiscal year ended February 28, 1998, administration fees paid to FT
Services, as a percentage of average daily net assets, were as follows:
ADMINISTRATION
FEES
----------------
Arizona Fund 0.13%
Colorado Fund 0.15%
Connecticut Fund 0.15%
Federal Intermediate Fund 0.15%
High Yield Fund 0.08%
Indiana Fund 0.15%
Michigan Fund 0.15%
New Jersey Fund 0.14%
Oregon Fund 0.14%
Pennsylvania Fund 0.14%
Puerto Rico Fund 0.15%
These fees are paid by the Manager. They are not a separate expense of the
funds. Please see "Investment Management and Other Services" in the SAI for more
information.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 Plans" under
which they may pay or reimburse Distributors or others for the expenses of
activities that are primarily intended to sell shares of the fund. These
expenses may include, among others, distribution or service fees paid to
Securities Dealers or others who have executed a servicing agreement with the
fund, Distributors or its affiliates; a prorated portion of Distributors'
overhead expenses; and the expenses of printing prospectuses and reports used
for sales purposes, and preparing and distributing sales literature and
advertisements.
Payments by the Michigan Fund under its plan may not exceed 0.15% per year of
the fund's average daily net assets, although the fund is currently only
reimbursing up to 0.10%. Payments by the remaining funds under their Class I
plans may not exceed 0.10% per year of Class I's average daily net assets. All
distribution expenses over this amount will be borne by those who have incurred
them. During the first year after certain Class I purchases made without a sales
charge, Securities Dealers may not be eligible to receive the Rule 12b-1 fees
associated with the purchase.
Under the Class II plans, a fund may pay Distributors up to 0.50% per year of
Class II's average daily net assets to pay Distributors or others for providing
distribution and related services and bearing certain Class II expenses. All
distribution expenses over this amount will be borne by those who have incurred
them. During the first year after a purchase of Class II shares, Securities
Dealers may not be eligible to receive this portion of the Rule 12b-1 fees
associated with the purchase.
A fund may also pay a servicing fee of up to 0.15% per year of Class II's
average daily net assets under the Class II plans. This fee may be used to pay
Securities Dealers or others for, among other things, helping to establish and
maintain customer accounts and records, helping with requests to buy and sell
shares, receiving and answering correspondence, monitoring dividend payments
from the fund on behalf of customers, and similar servicing and account
maintenance activities.
The Rule 12b-1 fees charged to each class are based only on the fees
attributable to that particular class. For more information, please see "The
Funds' Underwriter" in the SAI.
<TABLE>
<CAPTION>
HOW TAXATION AFFECTS THE FUND AND ITS SHAREHOLDERS
ON AUGUST 5, 1997, PRESIDENT CLINTON SIGNED INTO LAW THE TAXPAYER RELIEF ACT OF 1997 (THE "1997 ACT").
THIS NEW LAW MAKES SWEEPING CHANGES TO THE CODE. BECAUSE MANY OF THESE CHANGES ARE COMPLEX, THEY ARE
DISCUSSED IN THE SAI.
TAXATION OF THE FUNDS' INVESTMENTS.
--------------------------------------------------
<S> <C>
Each fund invests your money in the municipal and HOW DO THE FUNDS EARN INCOME AND GAINS?
other securities described in the section "How Do
the Funds Invest Their Assets?" Special tax rules Each fund earns interest and other income (the
may apply when determining the income and gains fund's "income") on its investments. When a fund
that each fund earns on its investments. These sells a security for a price that is higher than
rules may, in turn, affect the amount of it paid, it has a gain. When a fund sells a
distributions that a fund pays to you. These security for a price that is lower than it paid,
special tax rules are discussed in the SAI. it has a loss. If a fund has held the security
for more than one year, the gain or loss will be
TAXATION OF THE FUNDS. As a regulated investment a long-term capital gain or loss. If a fund has
company, each fund generally pays no federal income held the security for one year or less, the gain
tax on the income and gains that it distributes to or loss will be a short-term capital gain or
you. loss. A fund's gains and losses are netted
together, and, if the fund has a net gain (the
fund's "gains"), that gain will generally be
distributed to you.
--------------------------------------------------
TAXATION OF SHAREHOLDERS
--------------------------------------------------
DISTRIBUTIONS. Distributions made to you from WHAT IS A DISTRIBUTION?
interest income on municipal securities will be
exempt from the regular federal income tax. As a shareholder, you will receive your share of
Distributions made to you from other income on a fund's income and gains on its investments. A
temporary investments, short-term capital gains, or fund's interest income on municipal securities
ordinary income from the sale of market discount is paid to you as exempt-
bonds will be taxable to you as ordinary dividends, interest dividends. A fund's ordinary income and
whether you receive them in cash or in additional short-term capital gains are paid to you as
shares. Distributions made to you from interest on ordinary dividends. A fund's long-term capital
certain private activity bonds, while still exempt gains are paid to you as capital gain
from the regular federal income tax, are a distributions. If a fund pays you an amount in
preference item when determining your alternative excess of its
minimum tax. The fund will send you a statement in income and gains, this excess will generally be
January of the current year that reflects the treated as a non-taxable distribution. These
amount of exempt-interest dividends, ordinary amounts, taken together, are what we call a
dividends, capital gain distributions, interest fund's distributions to you.
income that is a tax preference item under the
alternative minimum tax and non-taxable
distributions you received from the fund in the
prior year. This statement will include
distributions declared in December and paid to you
in January of the current year, but which are
taxable as if paid on December 31 of the prior
year. The IRS requires you to report these amounts
on your income tax return for the prior year. A
fund's statement for the prior year will tell you
how much of your capital gain distribution
represents 28% rate gain. The remainder of the
capital gain distribution represents 20% rate gain.
--------------------------------------------------
DIVIDENDS-RECEIVED DEDUCTION. It is anticipated that no portion of the funds' distributions will
qualify for the corporate dividends-received deduction.
--------------------------------------------------
REDEMPTIONS AND EXCHANGES. If you redeem your WHAT IS A REDEMPTION?
shares or if you exchange your shares in the funds
for shares in another Franklin Templeton Fund, you A redemption is a sale by you to the fund of
will generally have a gain or loss that the IRS some or all of your shares in the fund. The
requires you to report on your income tax return. price per share you receive when you redeem fund
If you exchange fund shares held for 90 days or shares may be more or less than the price at
less and pay no sales charge, or a reduced sales which you purchased those shares. An exchange of
charge, for the new shares, all or a portion of the shares in the fund for shares of another
sales charge you paid on the purchase of the shares Franklin Templeton Fund is treated as a
you exchanged is not included in their cost for redemption of fund shares and then a purchase of
purposes of computing gain or loss on the exchange. shares of the other fund. When you redeem or
If you hold your shares for six months or less, any exchange your shares, you will generally have a
loss you have will be disallowed to the extent of gain or loss, depending upon whether the amount
any exempt-interest dividends paid on your you receive for your shares is more or less than
shares.Any such loss not disallowed will be treated your cost or other basis in the shares. Please
as a long-term capital loss to the extent of any call Fund Information for a free shareholder Tax
long-term capital gain distributions paid on your Information Handbook if you need more
shares. All or a portion of any loss on the information on calculating the gain or loss on
redemption or exchange of your shares will be the redemption or exchange of your shares.
disallowed by the IRS if you buy other shares in
the fund within 30 days before or after your
redemption or exchange.
--------------------------------------------------
STATE TAXES. Ordinary dividends and capital gain distributions that you receive from the funds, and
gains arising from redemptions or exchanges of your fund shares, will generally be subject to state
and local income tax. Distributions paid from the interest earned on municipal securities of a state,
or its political subdivisions, will generally be exempt from that state's personal income taxes.
Dividends paid from interest earned on qualifying U.S. territorial obligations (including qualifying
obligations of Puerto Rico, the U.S. Virgin Islands and Guam) will also be exempt from that state's
personal income taxes. A state does not, however, grant tax-free treatment to interest on investments
in municipal securities of other states. Corporate taxpayers subject to a state's corporate income or
franchise tax may be subject to special rules. The holding of fund shares may also be subject to state
and local intangibles taxes. Each fund in which you are a shareholder will provide you with
information at the end of each calendar year on the amounts of such dividends that may qualify for
exemption from reporting on your individual income tax returns. You may wish to contact your tax
advisor to determine the state and local tax consequences of your investment in the fund.
SOCIAL SECURITY AND RAILROAD RETIREMENT BENEFITS. Exempt-interest dividends paid to you, although
exempt from the regular federal income tax, are includible in the tax base for determining the taxable
portion of your social security or railroad retirement benefits. The IRS requires you to disclose
these exempt-interest dividends on your federal income tax return.
NON-U.S. INVESTORS. Ordinary dividends generally will be subject to U.S. income tax withholding. Your
home country may also tax ordinary dividends, exempt-interest dividends, capital gain distributions
and gains arising from redemptions or exchanges of your fund shares. Fund shares held by the estate of
a non-U.S. investor may be subject to U.S. estate tax. You may wish to contact your tax advisor to
determine the U.S. and non-U.S. tax consequences of your investment in a fund.
--------------------------------------------------
BACKUP WITHHOLDING. When you open an account, IRS WHAT IS A BACKUP WITHHOLDING?
regulations require that you provide your taxpayer
identification number ("TIN"), certify that it is Backup withholding occurs when a fund is
correct, and certify that you are not subject to required to withhold and pay over to the IRS 31%
backup withholding under IRS rules. If you fail to of your distributions and redemption proceeds.
provide a correct TIN or the proper tax You can avoid backup withholding by providing
certifications, the IRS requires the fund to the fund with your TIN, and by completing the
withhold 31% of all the distributions (including tax certifications on your shareholder
ordinary dividends and capital gain distributions), application that you were asked to sign when you
and redemption proceeds paid to you. The fund is opened your account. However, if the IRS
also required to begin backup withholding on your instructs the fund to begin backup withholding,
account if the IRS instructs the fund to do so. The it is required to do so even if you provided the
fund reserves the right not to open your account, fund with your TIN and these tax certifications,
or, alternatively, to redeem your shares at the and backup withholding will remain in place
current Net Asset Value, less any taxes withheld, until the fund is instructed by the IRS that it
if you fail to provide a correct TIN, fail to is no longer required.
provide the proper tax certifications, or the IRS
instructs the fund to begin backup withholding on
your account.
--------------------------------------------------
THIS TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE FUNDS. FOR
A MORE COMPLETE DISCUSSION OF THESE RULES AND RELATED MATTERS, PLEASE SEE "ADDITIONAL INFORMATION ON
DISTRIBUTIONS AND TAXES" AND "APPENDICES - STATE TAX TREATMENT" IN THE SAI. THE TAX TREATMENT TO YOU OF
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, FOREIGN TAXES PAID AND INCOME TAXES WITHHELD IS ALSO DISCUSSED IN A
FREE FRANKLIN TEMPLETON TAX INFORMATION HANDBOOK, WHICH YOU MAY REQUEST BY CONTACTING FUND INFORMATION.
</TABLE>
HOW IS THE TRUST ORGANIZED?
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company, commonly called a mutual fund. It was organized
as a Massachusetts business trust in September 1984, and is registered with the
SEC. Except for the Federal Intermediate, Indiana, and Michigan funds, each fund
offers two classes of shares: Franklin Arizona Tax-Free Income Fund - Class I,
Franklin Colorado Tax-Free Income Fund - Class I, Franklin Connecticut Tax-Free
Income Fund - Class I, Franklin High Yield Tax-Free Income Fund - Class I,
Franklin New Jersey Tax-Free Income Fund - Class I, Franklin Oregon Tax-Free
Income Fund - Class I, Franklin Pennsylvania Tax-Free Income Fund - Class I,
Franklin Puerto Rico Tax-Free Income Fund - Class I and Franklin Arizona
Tax-Free Income Fund - Class II, Franklin Colorado Tax-Free Income Fund - Class
II, Franklin Connecticut Tax-Free Income Fund - Class II, Franklin High Yield
Tax-Free Income Fund - Class II, Franklin New Jersey Tax-Free Income Fund -
Class II, Franklin Oregon Tax-Free Income Fund - Class II, Franklin Pennsylvania
Tax-Free Income Fund - Class II and Franklin Puerto Rico Tax-Free Income Fund -
Class II. All shares outstanding before the offering of Class II shares, and all
shares of the Federal Intermediate, Indiana and Michigan funds, are considered
Class I shares. Additional series and classes of shares may be offered in the
future.
Shares of each class represent proportionate interests in the assets of the fund
and have the same voting and other rights and preferences as any other class of
the fund for matters that affect the fund as a whole. For matters that only
affect one class, however, only shareholders of that class may vote. Each class
will vote separately on matters affecting only that class, or expressly required
to be voted on separately by state or federal law. Shares of each class of a
series have the same voting and other rights and preferences as the other
classes and series of the Trust for matters that affect the Trust as a whole.
The Trust has noncumulative voting rights. This gives holders of more than 50%
of the shares voting the ability to elect all of the members of the Board. If
this happens, holders of the remaining shares voting will not be able to elect
anyone to the Board.
The Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may also be called by the Board in its
discretion or by shareholders holding at least 10% of the outstanding shares. In
certain circumstances, we are required to help you communicate with other
shareholders about the removal of a Board member.
As of April 2, 1998, Resources owned of record and beneficially more than 25% of
the outstanding shares of the Michigan Fund.
ABOUT YOUR ACCOUNT
HOW DO I BUY SHARES?
OPENING YOUR ACCOUNT
To open your account, please follow the steps below. This will help avoid any
delays in processing your request. PLEASE KEEP IN MIND THAT THE FUNDS DO NOT
CURRENTLY ALLOW INVESTMENTS BY MARKET TIMERS.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The funds' minimum investments
are:
o To open your account: $100*
o To add to your account: $25*
*We reserve the right to refuse any order to buy shares.
3. Carefully complete and sign the enclosed shareholder application, including
the optional shareholder privileges section. By applying for privileges now, you
can avoid the delay and inconvenience of having to send an additional
application to add privileges later. PLEASE ALSO INDICATE WHICH CLASS OF SHARES
YOU WANT TO BUY. IF YOU DO NOT SPECIFY A CLASS, WE WILL AUTOMATICALLY INVEST
YOUR PURCHASE IN CLASS I SHARES. It is important that we receive a signed
application since we will not be able to process any redemptions from your
account until we receive your signed application.
4. Make your investment using the table below.
<TABLE>
<CAPTION>
METHOD STEPS TO FOLLOW
- ----------------------------------------------------------------------------------------
<S> <C>
BY MAIL For an initial investment:
Return the application to the fund with your check made
payable to the fund.
For additional investments:
Send a check made payable to the fund. Please include your
account number on the check.
- ----------------------------------------------------------------------------------------
BY WIRE 1. Call Shareholder Services or, if that number is busy, call
1-650/312-2000 collect, to receive a wire control number and
wire instructions. You need a new wire control number every
time you wire money into your account. If you do not have a
currently effective wire control number, we will return the
money to the bank, and we will not credit the purchase to
your account.
2. For an initial investment you must also return your signed
shareholder application to the fund.
Important Deadlines: If we receive your call before 1:00 p.m.
Pacific time and the bank receives the wired funds and reports
the receipt of wired funds to the fund by 3:00 p.m. Pacific
time, we will credit the purchase to your account that day. If
we receive your call after 1:00 p.m. or the bank receives the
wire after 3:00 p.m., we will credit the purchase to your account
the following business day.
- ----------------------------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- ----------------------------------------------------------------------------------------
</TABLE>
CHOOSING A SHARE CLASS
Each class has its own sales charge and expense structure, allowing you to
choose the class that best meets your situation. The class that may be best for
you depends on a number of factors, including the amount and length of time you
expect to invest. Generally, Class I shares may be more attractive for long-term
investors or investors who qualify to buy Class I shares at a reduced sales
charge. Your financial representative can help you decide.
CLASS I CLASS II
- --------------------------------------------------------------------------------
o Higher front-end sales charges o Higher annual expenses than
than Class II shares. There are Class I shares
several ways to reduce these
charges, as described below.
There is no front-end sales
charge for purchases of $1
million or more.*
o Contingent Deferred Sales Charge o Contingent Deferred Sales
on purchases of $1 million or Charge on purchases sold
more sold within one year within 18 months
o Lower annual expenses than o Lower front-end sales
Class II shares charges than Class I shares
*If you are investing $1 million or more, it is generally more beneficial for
you to buy Class I shares because there is no front-end sales charge and the
annual expenses are lower. Therefore, any purchase of $1 million or more is
automatically invested in Class I shares. You may accumulate more than $1
million in Class II shares through purchases over time. If you plan to do this,
however, you should determine if it would be better for you to buy Class I
shares through a Letter of Intent.
PURCHASE PRICE OF FUND SHARES
For Class I shares, the sales charge you pay depends on the dollar amount you
invest, as shown in the table below. The sales charge for Class II shares is 1%
and, unlike Class I, does not vary based on the size of your purchase.
<TABLE>
<CAPTION>
TOTAL SALES CHARGE AMOUNT PAID
AS A PERCENTAGE OF TO DEALER AS A
----------------------
AMOUNT OF PURCHASE OFFERING NET AMOUNT PERCENTAGE OF
AT OFFERING PRICE PRICE INVESTED OFFERING PRICE
- ------------------------------------------------------------------------------------
CLASS I (all funds except Federal Intermediate)
<S> <C> <C> <C>
Under $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 None
CLASS II
<S> <C> <C> <C>
Under $1,000,000* 1.00% 1.01% 1.00%
FEDERAL INTERMEDIATE FUND
<S> <C> <C> <C>
Under $100,000 2.25% 2.30% 2.00%
$100,000 but less than $250,000 1.75% 1.78% 1.50%
$250,000 but less than $500,000 1.25% 1.26% 1.00%
$500,000 but less than $1,000,000 1.00% 1.01% 0.85%
$1,000,000 or more* None None None
</TABLE>
*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases of $1
million or more and any Class II purchase. Please see "How Do I Sell Shares? -
Contingent Deferred Sales Charge." Please also see "Other Payments to Securities
Dealers" below for a discussion of payments Distributors may make out of its own
resources to Securities Dealers for certain purchases. Purchases of Class II
shares are limited to purchases below $1 million. Please see "Choosing a Share
Class."
SALES CHARGE REDUCTIONS AND WAIVERS
- - If you qualify to buy shares under one of the sales charge reduction or
waiver categories described below, please include a written statement with
each purchase order explaining which privilege applies. If you don't
include this statement, we cannot guarantee that you will receive the sales
charge reduction or waiver.
CUMULATIVE QUANTITY DISCOUNTS - CLASS I ONLY. To determine if you may pay a
reduced sales charge, the amount of your current Class I purchase is added to
the cost or current value, whichever is higher, of your existing shares in the
Franklin Templeton Funds, as well as those of your spouse, children under the
age of 21 and grandchildren under the age of 21. If you are the sole owner of a
company, you may also add any company accounts, including retirement plan
accounts.
LETTER OF INTENT - CLASS I ONLY. You may buy Class I shares at a reduced sales
charge by completing the Letter of Intent section of the shareholder
application. A Letter of Intent is a commitment by you to invest a specified
dollar amount during a 13 month period. The amount you agree to invest
determines the sales charge you pay on Class I shares.
BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
o You authorize Distributors to reserve 5% of your total intended purchase in
Class I shares registered in your name until you fulfill your Letter.
o You give Distributors a security interest in the reserved shares and
appoint Distributors as attorney-in-fact.
o Distributors may sell any or all of the reserved shares to cover any
additional sales charge if you do not fulfill the terms of the Letter.
o Although you may exchange your shares, you may not sell reserved shares
until you complete the Letter or pay the higher sales charge.
Your periodic statements will include the reserved shares in the total shares
you own. We will pay or reinvest dividend and capital gain distributions on the
reserved shares as you direct.
If you would like more information about the Letter of Intent privilege, please
see "How Do I Buy, Sell and Exchange Shares? - Letter of Intent" in the SAI or
call Shareholder Services.
GROUP PURCHASES - CLASS I ONLY. If you are a member of a qualified group, you
may buy Class I shares at a reduced sales charge that applies to the group as a
whole. The sales charge is based on the combined dollar value of the group
members' existing investments, plus the amount of the current purchase.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton Fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
SALES CHARGE WAIVERS. If one of the following sales charge waivers applies to
you or your purchase of fund shares, you may buy shares of the fund without a
front-end sales charge or a Contingent Deferred Sales Charge. All of the sales
charge waivers listed below apply to purchases of Class I shares only, except
for items 1 and 2 which also apply to Class II purchases.
Certain distributions, payments or redemption proceeds that you receive may be
used to buy shares of the fund without a sales charge if you reinvest them
within 365 days of their payment or redemption date. They include:
1. Dividend and capital gain distributions from any Franklin Templeton Fund. The
distributions generally must be reinvested in the same class of shares. Certain
exceptions apply, however, to Class II shareholders who chose to reinvest their
distributions in Class I shares of the fund before November 17, 1997, and to
Advisor Class or Class Z shareholders of a Franklin Templeton Fund who may
reinvest their distributions in Class I shares of the fund.
2. Redemption proceeds from the sale of shares of any Franklin Templeton Fund if
you originally paid a sales charge on the shares and you reinvest the money in
the same class of shares. This waiver does not apply to exchanges.
If you paid a Contingent Deferred Sales Charge when you redeemed your shares
from a Franklin Templeton Fund, a Contingent Deferred Sales Charge will
apply to your purchase of fund shares and a new Contingency Period will
begin. We will, however, credit your fund account with additional shares
based on the Contingent Deferred Sales Charge you paid and the amount of
redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Bank CD,
you may reinvest them as described above. The proceeds must be reinvested
within 365 days from the date the CD matures, including any rollover.
3. Dividend or capital gain distributions from a real estate investment trust
(REIT) sponsored or advised by Franklin Properties, Inc.
4. Annuity payments received under either an annuity option or from death
benefit proceeds, only if the annuity contract offers as an investment option
the Franklin Valuemark Funds or the Templeton Variable Products Series Fund. You
should contact your tax advisor for information on any tax consequences that may
apply.
5. Redemption proceeds from a repurchase of shares of Franklin Floating Rate
Trust, if the shares were continuously held for at least 12 months.
If you immediately placed your redemption proceeds in a Franklin Bank CD or
a Franklin Templeton money fund, you may reinvest them as described above.
The proceeds must be reinvested within 365 days from the date the CD
matures, including any rollover, or the date you redeem your money fund
shares.
6. Redemption proceeds from the sale of Class A shares of any of the
Templeton Global Strategy Funds if you are a qualified investor.
If you paid a contingent deferred sales charge when you redeemed your Class
A shares from a Templeton Global Strategy Fund, a Contingent Deferred Sales
Charge will apply to your purchase of fund shares and a new Contingency
Period will begin. We will, however, credit your fund account with
additional shares based on the contingent deferred sales charge you paid
and the amount of the redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Templeton
money fund, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date they are redeemed from the money
fund.
Various individuals and institutions also may buy Class I shares without a
front-end sales charge or Contingent Deferred Sales Charge, including:
1. Trust companies and bank trust departments agreeing to invest in Franklin
Templeton Funds over a 13 month period at least $1 million of assets held in a
fiduciary, agency, advisory, custodial or similar capacity and over which the
trust companies and bank trust departments or other plan fiduciaries or
participants, in the case of certain retirement plans, have full or shared
investment discretion. We will accept orders for these accounts 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 the order.
2. An Eligible Governmental Authority. Please consult your legal and investment
advisors to determine if an investment in the fund is permissible and suitable
for you and the effect, if any, of payments by the fund on arbitrage rebate
calculations.
3. Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for clients
participating in comprehensive fee programs
4. Registered Securities Dealers and their affiliates, for their investment
accounts only
5. Current employees of Securities Dealers and their affiliates and their family
members, as allowed by the internal policies of their employer
6. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group, and their family members,
consistent with our then-current policies
7. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
8. Accounts managed by the Franklin Templeton Group
9. Certain unit investment trusts and their holders reinvesting distributions
from the trusts
OTHER PAYMENTS TO SECURITIES DEALERS
The payments described below may be made to Securities Dealers who initiate and
are responsible for Class II purchases and certain Class I purchases made
without a sales charge. The payments are subject to the sole discretion of
Distributors, and are paid by Distributors or one of its affiliates and not by
the fund or its shareholders.
1. Class II purchases - up to 1% of the purchase price.
2. Class I purchases of $1 million or more - up to 0.75% of the amount invested.
3. Class I purchases by trust companies and bank trust departments, Eligible
Governmental Authorities, and broker-dealers or others on behalf of clients
participating in comprehensive fee programs - up to 0.25% of the amount
invested.
A Securities Dealer may receive only one of these payments for each qualifying
purchase. Securities Dealers who receive payments in connection with investments
described in paragraphs 1 or 2 above will be eligible to receive the Rule 12b-1
fee associated with the purchase starting in the thirteenth calendar month after
the purchase.
FOR BREAKPOINTS THAT MAY APPLY AND INFORMATION ON ADDITIONAL COMPENSATION
PAYABLE TO SECURITIES DEALERS IN CONNECTION WITH THE SALE OF FUND SHARES, PLEASE
SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES? - OTHER PAYMENTS TO SECURITIES
DEALERS" IN THE SAI.
FOR INVESTORS OUTSIDE THE U.S.
The distribution of this prospectus and the offering of fund shares may be
limited in many jurisdictions. An investor who wishes to buy shares of the fund
should determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to obtain
information on the rules applicable to these transactions.
MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?
We offer a wide variety of funds. If you would like, you can move your
investment from your fund account to an existing or new account in another
Franklin Templeton Fund (an "exchange"). Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.
If you own Class I shares, you may exchange into any of our money funds except
Franklin Templeton Money Fund II ("Money Fund II"). Money Fund II is the only
money fund exchange option available to Class II shareholders. Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no drafts
(checks) may be written on Money Fund II accounts.
Before making an exchange, please read the prospectus of the fund you are
interested in. This will help you learn about the fund, its investment goal and
policies, and its rules and requirements for exchanges. For example, some
Franklin Templeton Funds do not accept exchanges and others may have different
investment minimums. Some Franklin Templeton Funds do not offer Class II shares.
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
By Mail 1. Send us signed written instructions
2. Include any outstanding share certificates for the shares
you want to exchange
- --------------------------------------------------------------------------------
By Phone Call Shareholder Services or TeleFACTS(R)
- If you do not want the ability to exchange by phone to apply
to your account, please let us know.
- --------------------------------------------------------------------------------
Through Your Dealer Call your investment representative
- --------------------------------------------------------------------------------
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.
WILL SALES CHARGES APPLY TO MY EXCHANGE?
You generally will not pay a front-end sales charge on exchanges. If you have
held your shares less than six months, however, you will pay the percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund. If you have never paid a sales charge on your shares
because, for example, they have always been held in a money fund, you will pay
the fund's applicable sales charge no matter how long you have held your shares.
These charges may not apply if you qualify to buy shares without a sales charge.
CONTINGENT DEFERRED SALES CHARGE. We will not impose a Contingent Deferred Sales
Charge when you exchange shares. Any shares subject to a Contingent Deferred
Sales Charge at the time of exchange, however, will remain so in the new fund.
For accounts with shares subject to a Contingent Deferred Sales Charge, we will
first exchange any shares in your account that are not subject to the charge. If
there are not enough of these to meet your exchange request, we will exchange
shares subject to the charge in the order they were purchased.
If you exchange Class I shares into one of our money funds, the time your shares
are held in that fund will not count towards the completion of any Contingency
Period. If you exchange your Class II shares for shares of Money Fund II,
however, the time your shares are held in that fund will count towards the
completion of any Contingency Period.
For more information about the Contingent Deferred Sales Charge, please see "How
Do I Sell Shares?"
EXCHANGE RESTRICTIONS
Please be aware that the following restrictions apply to exchanges:
o You may only exchange shares within the SAME CLASS, except as noted below.
o The accounts must be identically registered. You may, however, exchange
shares from a fund account requiring two or more signatures into an
identically registered money fund account requiring only one signature for
all transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT WANT THIS
OPTION TO BE AVAILABLE ON YOUR ACCOUNT. Additional procedures may apply.
Please see "Transaction Procedures and Special Requirements."
o The fund you are exchanging into must be eligible for sale in your state.
o We may modify or discontinue our exchange policy if we give you 60 days'
written notice.
o Currently, the funds do not allow investments by Market Timers.
Because excessive trading can hurt fund performance, operations and
shareholders, we may refuse any exchange purchase if (i) we believe the fund
would be harmed or unable to invest effectively, or (ii) the fund receives or
anticipates simultaneous orders that may significantly affect the fund.
LIMITED EXCHANGES BETWEEN DIFFERENT CLASSES OF SHARES
Certain funds in the Franklin Templeton Funds offer classes of shares not
offered by the funds, such as "Advisor Class" or "Class Z" shares. Because the
funds do not currently offer an Advisor Class, you may exchange Advisor Class
shares of any Franklin Templeton Fund for Class I shares of a fund at Net Asset
Value. If you do so and you later decide you would like to exchange into a fund
that offers an Advisor Class, you may exchange your Class I shares for Advisor
Class shares of that fund. Certain shareholders of Class Z shares of Franklin
Mutual Series Fund Inc. may also exchange their Class Z shares for Class I
shares of a fund at Net Asset Value.
HOW DO I SELL SHARES?
You may sell (redeem) your shares at any time.
METHOD STEPS TO FOLLOW
- --------------------------------------------------------------------------------
By Mail 1. Send us signed written instructions. If you would
like your redemption proceeds wired to a bank
account, your instructions should include:
o The name, address and telephone number of the
bank where you want the proceeds sent
o Your bank account number
o The Federal Reserve ABA routing number
o If you are using a savings and loan or credit
union, the name of the corresponding bank and the
account number
2. Include any outstanding share certificates for the
shares you are selling
3. Provide a signature guarantee if required
4. Corporate, partnership and trust accounts may need
to send additional documents. Accounts under court
jurisdiction may have other requirements.
- --------------------------------------------------------------------------------
By Phone Call Shareholder Services. If you would like your
redemption proceeds wired to a bank account, other than
an escrow account, you must first sign up for the wire
feature. To sign up, send us written instructions, with
a signature guarantee. To avoid any delay in processing,
the instructions should include the items listed in
"By Mail" above.
Telephone requests will be accepted:
o If the request is $50,000 or less. Institutional
accounts may exceed $50,000 by completing a separate
agreement. Call Institutional Services to receive
a copy.
o If there are no share certificates issued for the
shares you want to sell or you have already returned
them to the fund
o Unless the address on your account was changed by
phone within the last 15 days
- If you do not want the ability to redeem by phone to
apply to your account, please let us know.
- --------------------------------------------------------------------------------
Through Your Dealer Call your investment representative
- --------------------------------------------------------------------------------
We will send your redemption check within seven days after we receive your
request in proper form. If you would like the check sent to an address other
than the address of record or made payable to someone other than the registered
owners on the account, send us written instructions signed by all account
owners, with a signature guarantee. We are not able to receive or pay out cash
in the form of currency.
The wiring of redemption proceeds is a special service that we make available
whenever possible for redemption requests of $1,000 or more. If we receive your
request in proper form before 1:00 p.m. Pacific time, your wire payment will be
sent the next business day. For requests received in proper form after 1:00 p.m.
Pacific time, the payment will be sent the second business day. By offering this
service to you, the funds are not bound to meet any redemption request in less
than the seven day period prescribed by law. Neither the funds nor their agents
shall be liable to you or any other person if, for any reason, a redemption
request by wire is not processed as described in this section.
If you sell shares you recently purchased with a check or draft, we may delay
sending you the proceeds until your check or draft has cleared, which may take
seven business days or more. A certified or cashier's check may clear in less
time.
Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to sell shares.
CONTINGENT DEFERRED SALES CHARGE
For Class I purchases, if you did not pay a front-end sales charge because you
invested $1 million or more or agreed to invest $1 million or more under a
Letter of Intent, a Contingent Deferred Sales Charge may apply if you sell all
or a part of your investment within the Contingency Period. Once you have
invested $1 million or more, any additional Class I investments you make without
a sales charge may also be subject to a Contingent Deferred Sales Charge if they
are sold within the Contingency Period. A Contingent Deferred Sales Charge will
not apply, however, to Class I purchases over $250 million in the High Yield
Fund. For any Class II purchase, a Contingent Deferred Sales Charge may apply if
you sell the shares within the Contingency Period. The charge is 1% of the value
of the shares sold or the Net Asset Value at the time of purchase, whichever is
less.
We will first redeem any shares in your account that are not subject to the
charge. If there are not enough of these to meet your request, we will redeem
shares subject to the charge in the order they were purchased.
Unless otherwise specified, when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests to sell a stated NUMBER OF SHARES, we will deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.
WAIVERS. We waive the Contingent Deferred Sales Charge for:
o Account fees
o Redemptions by a fund when an account falls below the minimum required
account size
o Redemptions following the death of the shareholder or beneficial owner
o Redemptions through a systematic withdrawal plan set up before February 1,
1995
o Redemptions through a systematic withdrawal plan set up on or after
February 1, 1995, at a rate of up to 1% a month of an account's Net Asset
Value. For example, if you maintain an annual balance of $1 million in
Class I shares, you can redeem up to $120,000 annually through a systematic
withdrawal plan free of charge. Likewise, if you maintain an annual balance
of $10,000 in Class II shares, $1,200 may be redeemed annually free of
charge.
WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUNDS?
Each fund receives income generally in the form of interest and other income
derived from its investments. This income, less the expenses incurred in the
fund's operations, is its net investment income from which income dividends may
be distributed. Thus, the amount of dividends paid per share may vary with each
distribution.
The funds declare dividends from their net investment income daily and pay them
monthly on or about the 20th day of the month. The daily allocation of net
investment income begins on the day after we receive your money or settlement of
a wire order trade and continues to accrue through the day we receive your
request to sell your shares or the settlement of a wire order trade.
Capital gains, if any, may be distributed twice a year, usually once in December
and once after the end of the fund's fiscal year.
Dividends and capital gains are calculated and distributed the same way for each
class. The amount of any income dividends per share will differ, however,
generally due to the difference in the Rule 12b-1 fees of each class.
Dividend payments are not guaranteed, are subject to the Board's discretion and
may vary with each payment. THE FUNDS DO NOT PAY "INTEREST" OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN THEIR SHARES.
If you buy shares shortly before a fund deducts a capital gain distribution from
its Net Asset Value, please keep in mind that you will receive a portion of the
price you paid back in the form of a taxable distribution.
DISTRIBUTION OPTIONS
You may receive your distributions from a fund in any of these ways:
1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of the fund
(without a sales charge or imposition of a Contingent Deferred Sales Charge) by
reinvesting capital gain distributions, or both dividend and capital gain
distributions. This is a convenient way to accumulate additional shares and
maintain or increase your earnings base.
2. BUY SHARES OF OTHER FRANKLIN TEMPLETON FUNDS - You may direct your
distributions to buy shares of another Franklin Templeton Fund (without a sales
charge or imposition of a Contingent Deferred Sales Charge). Many shareholders
find this a convenient way to diversify their investments.
3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both dividend
and capital gain distributions in cash. If you have the money sent to another
person or to a checking account, you may need a signature guarantee. If you send
the money to a checking account, please see "Electronic Fund Transfers - Class I
Only" under "Services to Help You Manage Your Account."
Distributions may be reinvested only in the same class of shares, except as
follows: (i) Class II shareholders who chose to reinvest their distributions in
Class I shares of the fund or another Franklin Templeton Fund before November
17, 1997, may continue to do so; and (ii) Class II shareholders may reinvest
their distributions in shares of any Franklin Templeton money fund.
TO SELECT ONE OF THESE OPTIONS, PLEASE COMPLETE SECTIONS 6 AND 7 OF THE
SHAREHOLDER APPLICATION INCLUDED WITH THIS PROSPECTUS OR TELL YOUR INVESTMENT
REPRESENTATIVE WHICH OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL
AUTOMATICALLY REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE SAME CLASS
OF THE FUND. You may change your distribution option at any time by notifying us
by mail or phone. Please allow at least seven days before the reinvestment date
for us to process the new option.
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
SHARE PRICE
When you buy shares, you pay the Offering Price. This is the Net Asset Value per
share of the class you wish to purchase, plus any applicable sales charges. When
you sell shares, you receive the Net Asset Value per share minus any applicable
Contingent Deferred Sales Charges.
The Net Asset Value we use when you buy or sell shares is the one next
calculated after we receive your transaction request in proper form. If you buy
or sell shares through your Securities Dealer, however, we will use the Net
Asset Value next calculated after your Securities Dealer receives your request,
which is promptly transmitted to the fund.
HOW AND WHEN SHARES ARE PRICED
The funds are open for business each day the NYSE is open. We determine the Net
Asset Value per share of each class as of the close of the NYSE, normally 1:00
p.m. Pacific time. You can find the prior day's closing Net Asset Value and
Offering Price in many newspapers.
The Net Asset Value of all outstanding shares of each class is calculated on a
pro rata basis. It is based on each class' proportionate participation in the
fund, determined by the value of the shares of each class. Each class, however,
bears the Rule 12b-1 fees payable under its Rule 12b-1 plan. To calculate Net
Asset Value per share of each class, the assets of each class are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares of the class outstanding. Each fund's assets are
valued as described under "How Are Fund Shares Valued?" in the SAI.
WRITTEN INSTRUCTIONS
Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:
o Your name,
o The fund's name,
o The class of shares,
o A description of the request,
o For exchanges, the name of the fund you are exchanging into,
o Your account number,
o The dollar amount or number of shares, and
o A telephone number where we may reach you during the day, or in the evening
if preferred.
JOINT ACCOUNTS. For accounts with more than one registered owner, we accept
written instructions signed by only one owner for certain types of transactions
or account changes. These include transactions or account changes that you could
also make by phone, such as certain redemptions of $50,000 or less, exchanges
between identically registered accounts, and changes to the address of record.
For most other types of transactions or changes, written instructions must be
signed by all registered owners.
Please keep in mind that if you have previously told us that you do not want
telephone exchange or redemption privileges on your account, then we can only
accept written instructions to exchange or redeem shares if they are signed by
all registered owners on the account.
SIGNATURE GUARANTEES
For our mutual protection, we require a signature guarantee in the following
situations:
1) You wish to sell over $50,000 worth of shares,
2) You want the proceeds to be paid to someone other than the registered owners,
3) The proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account,
4) We receive instructions from an agent, not the registered owners,
5) We believe a signature guarantee would protect us against potential claims
based on the instructions received.
A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker, credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.
SHARE CERTIFICATES
We will credit your shares to your fund account. We do not issue share
certificates unless you specifically request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed, you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.
Any outstanding share certificates must be returned to the fund if you want to
sell or exchange those shares or if you would like to start a systematic
withdrawal plan. The certificates should be properly endorsed. You can do this
either by signing the back of the certificate or by completing a share
assignment form. For your protection, you may prefer to complete a share
assignment form and to send the certificate and assignment form in separate
envelopes.
TELEPHONE TRANSACTIONS
You may initiate many transactions and changes to your account by phone. Please
refer to the sections of this prospectus that discuss the transaction you would
like to make or call Shareholder Services.
When you call, we will request personal or other identifying information to
confirm that instructions are genuine. We may also record calls.
If our lines are busy or you are otherwise unable to reach us by phone, you may
wish to ask your investment representative for assistance or send us written
instructions, as described elsewhere in this prospectus.
For your protection, we may delay a transaction or not implement one if we are
not reasonably satisfied that the instructions are genuine. If this occurs, we
will not be liable for any loss. We also will not be liable for any loss if we
follow instructions by phone that we reasonably believe are genuine or if you
are unable to execute a transaction by phone.
ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS
When you open an account, we need you to tell us how you want your shares
registered. How you register your account will affect your ownership rights and
ability to make certain transactions. If you have questions about how to
register your account, you should consult your investment representative or
legal advisor. Please keep the following information in mind when registering
your account.
JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account as "joint tenants with rights of survivorship" unless you tell us
otherwise. An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, we cannot accept instructions to change owners on the account unless all
owners agree in writing, even if the law in your state says otherwise. If you
would like another person or owner to sign for you, please send us a current
power of attorney.
GIFTS AND TRANSFERS TO MINORS. You may set up a custodial account for a minor
under your state's Uniform Gifts/Transfers to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.
TRUSTS. You should register your account as a trust only if you have a valid
written trust document. This avoids future disputes or possible court action
over who owns the account.
REQUIRED DOCUMENTS. For corporate, partnership and trust accounts, please send
us the following documents when you open your account. This will help avoid
delays in processing your transactions while we verify who may sign on the
account.
<TABLE>
<CAPTION>
TYPE OF ACCOUNT DOCUMENTS REQUIRED
- ------------------------------------------------------------------------------------
CORPORATION Corporate Resolution
- ------------------------------------------------------------------------------------
<S> <C>
PARTNERSHIP 1. The pages from the partnership agreement that identify
the general partners, or
2. A certification for a partnership agreement
- ------------------------------------------------------------------------------------
TRUST 1. The pages from the trust document that identify the
trustees, or
2. A certification for trust
- ------------------------------------------------------------------------------------
</TABLE>
STREET OR NOMINEE ACCOUNTS. If you have fund shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement with Distributors or we cannot process the transfer.
Contact your Securities Dealer to initiate the transfer. We will process the
transfer after we receive authorization in proper form from your delivering
Securities Dealer. Accounts may be transferred electronically through the NSCC.
For accounts registered in street or nominee name, we may take instructions
directly from the Securities Dealer or your nominee.
IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE
If there is a Securities Dealer or other representative of record on your
account, we are authorized: (1) to provide confirmations, account statements and
other information about your account directly to your dealer and/or
representative; and (2) to accept telephone and electronic instructions directly
from your dealer or representative, including instructions to exchange or redeem
your shares. Electronic instructions may be processed through established
electronic trading systems and programs used by the fund. Telephone instructions
directly from your representative will be accepted unless you have told us that
you do not want telephone privileges to apply to your account.
KEEPING YOUR ACCOUNT OPEN
Due to the relatively high cost of maintaining a small account, we may close
your account if the value of your shares is less than $50. We will only do this
if the value of your account fell below this amount because you voluntarily sold
your shares and your account has been inactive (except for the reinvestment of
distributions) for at least six months. Before we close your account, we will
notify you and give you 30 days to increase the value of your account to $100.
SERVICES TO HELP YOU MANAGE YOUR ACCOUNT
AUTOMATIC INVESTMENT PLAN
Our automatic investment plan offers a convenient way to invest in a fund. Under
the plan, you can have money transferred automatically from your checking
account to a fund each month to buy additional shares. If you are interested in
this program, please refer to the automatic investment plan application included
with this prospectus or contact your investment representative. The market value
of a fund's shares may fluctuate and a systematic investment plan such as this
will not assure a profit or protect against a loss. You may discontinue the
program at any time by notifying Investor Services by mail or phone.
AUTOMATIC PAYROLL DEDUCTION - CLASS I ONLY
You may have money transferred from your paycheck to a fund to buy additional
Class I shares. Your investments will continue automatically until you instruct
the fund and your employer to discontinue the plan. To process your investment,
we must receive both the check and payroll deduction information in required
form. Due to different procedures used by employers to handle payroll
deductions, there may be a delay between the time of the payroll deduction and
the time we receive the money.
SYSTEMATIC WITHDRAWAL PLAN
Our systematic withdrawal plan allows you to sell your shares and receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50.
If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder application included with
this prospectus and indicate how you would like to receive your payments. You
may choose to direct your payments to buy the same class of shares of another
Franklin Templeton Fund or have the money sent directly to you, to another
person, or to a checking account. If you choose to have the money sent to a
checking account, please see "Electronic Fund Transfers - Class I Only" below.
Once your plan is established, any distributions paid by the fund will be
automatically reinvested in your account.
You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a systematic withdrawal
plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, you may not want to set up a systematic withdrawal plan if you
plan to buy shares on a regular basis. Shares sold under the plan may also be
subject to a Contingent Deferred Sales Charge. Please see "Contingent Deferred
Sales Charge" under "How Do I Sell Shares?"
You may discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment by notifying us by mail or by
phone at least seven business days before the end of the month preceding a
scheduled payment. Please see "How Do I Buy, Sell and Exchange Shares? -
Systematic Withdrawal Plan" in the SAI for more information.
ELECTRONIC FUND TRANSFERS -- CLASS I ONLY
You may choose to have dividend and capital gain distributions from Class I
shares of a fund or payments under a systematic withdrawal plan sent directly to
a checking account. If the checking account is with a bank that is a member of
the Automated Clearing House, the payments may be made automatically by
electronic funds transfer. If you choose this option, please allow at least
fifteen days for initial processing. We will send any payments made during that
time to the address of record on your account.
TELEFACTS(R)
From a touch-tone phone, you may call our TeleFACTS(R) system (day or night) at
1-800/247-1753 to:
o obtain information about your account;
o obtain price and performance information about any Franklin Templeton Fund;
o exchange shares (within the same class) between identically registered
Franklin Templeton Class I and Class II accounts; and
o request duplicate statements and deposit slips for Franklin Templeton
accounts.
You will need the code number for each class to use TeleFACTS(R). The code
numbers are as follows:
CODE NUMBER
-------------
CLASS I CLASS II
----------------------
Arizona Fund 126 226
Colorado Fund 127 227
Connecticut Fund 166 266
Federal Intermediate Fund 174 --
High Yield Fund 130 230
Indiana Fund 167 --
Michigan Fund 179 --
New Jersey Fund 171 271
Oregon Fund 161 261
Pennsylvania Fund 129 229
Puerto Rico Fund 123 223
STATEMENTS AND REPORTS TO SHAREHOLDERS
We will send you the following statements and reports on a regular basis:
o Confirmation and account statements reflecting transactions in your
account, including additional purchases and dividend reinvestments. PLEASE
VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.
o Financial reports of the funds will be sent every six months. To reduce
fund expenses, we attempt to identify related shareholders within a
household and send only one copy of a report. Call Fund Information if you
would like an additional free copy of the funds' financial reports.
INSTITUTIONAL ACCOUNTS
Additional methods of buying, selling or exchanging shares of the funds may be
available to institutional accounts. Institutional investors may also be
required to complete an institutional account application. For more information,
call Institutional Services.
AVAILABILITY OF THESE SERVICES
The services above are available to most shareholders. If, however, your shares
are held by a financial institution, in a street name account, or networked
through the NSCC, the funds may not be able to offer these services directly to
you. Please contact your investment representative.
WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?
If you have any questions about your account, you may write to Investor Services
at 777 Mariners Island Blvd., P.O. Box 7777, San Mateo, California 94403-7777.
The funds, Distributors and Advisers are also located at this address.
Investment Advisory is located at 16 South Main Street, Suite 303, Norwalk,
Connecticut 06854. You may also contact us by phone at one of the numbers listed
below.
HOURS OF OPERATION (PACIFIC TIME)
DEPARTMENT NAME TELEPHONE NO. (MONDAY THROUGH FRIDAY)
- --------------------------------------------------------------------------------
Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
Dealer Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Fund Information 1-800/DIAL BEN 5:30 a.m. to 8:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Plan Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
Your phone call may be monitored or recorded to ensure we provide you with high
quality service. You will hear a regular beeping tone if your call is being
recorded.
GLOSSARY
USEFUL TERMS AND DEFINITIONS
ADVISERS - Franklin Advisers, Inc., the investment manager of each fund, except
the Connecticut Fund
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS I AND CLASS II - Each fund, except the Federal Intermediate, Indiana and
Michigan funds, offers two classes of shares, designated "Class I" and "Class
II." The two classes have proportionate interests in the fund's portfolio. They
differ, however, primarily in their sales charge structures and Rule 12b-1
plans. Shares of the Federal Intermediate, Indiana and Michigan funds are
considered Class I shares for redemption, exchange and other purposes.
CODE - Internal Revenue Code of 1986, as amended
CONTINGENCY PERIOD - For Class I shares, the 12 month period during which a
Contingent Deferred Sales Charge may apply. For Class II shares, the contingency
period is 18 months. The holding period for Class I begins on the first day of
the month in which you buy shares. Regardless of when during the month you buy
Class I shares, they will age one month on the last day of that month and each
following month. The holding period for Class II begins on the day you buy your
shares. For example, if you buy Class II shares on the 18th of the month, they
will age one month on the 18th day of the next month and each following month.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.
DISTRIBUTORS - Franklin Templeton Distributors, Inc., the funds' principal
underwriter.The SAI lists the officers and Board members who are affiliated with
Distributors. See "Officers and Trustees."
ELIGIBLE GOVERNMENTAL AUTHORITY - Any state or local government or any
instrumentality, department, authority or agency thereof that has determined the
fund is a legally permissible investment and that can only buy shares of the
fund without paying sales charges.
FITCH - Fitch Investors Service, Inc.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator
INVESTMENT ADVISORY - Franklin Investment Advisory Services, Inc., the
Connecticut Fund's investment manager
INVESTOR SERVICES - Franklin Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LETTER - Letter of Intent
MANAGER - Franklin Advisers, Inc. or Franklin Investment Advisory Services,
Inc., as applicable
MARKET TIMERS - Market Timers generally include market timing or asset
allocation services, accounts administered so as to buy, sell or exchange shares
based on predetermined market indicators, or any person or group whose
transactions seem to follow a timing pattern or whose transactions include
frequent or large exchanges.
MOODY'S - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NSCC - National Securities Clearing Corporation
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II for each fund
except the Federal Intermediate Fund. The maximum front-end sales charge for the
Federal Intermediate Fund is 2.25%.
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
TELEFACTS(R) - Franklin Templeton's automated customer servicing system
WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
APPENDIX
DESCRIPTION OF RATINGS
MUNICIPAL BOND RATINGS
S&P
AAA: Municipal bonds rated AAA are the highest-grade obligations. They possess
the ultimate degree of protection as to principal and interest. In the market,
they move with interest rates and, hence, provide the maximum safety on all
counts.
AA: Municipal bonds rated AA also qualify as high-grade obligations, and in the
majority of instances differ from AAA issues only in a small degree. Here, too,
prices move with the long-term money market.
A: Municipal bonds rated A are regarded as upper medium-grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market behavior but
also, to some extent, economic conditions.
BBB: Municipal bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB, B, CCC, CC: Municipal bonds rated BB, B, CCC and CC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and CC the highest
degree of speculation. While these bonds will likely have some quality and
protective characteristics, they are outweighed by large uncertainties or major
risk exposures to adverse conditions.
C: This rating is reserved for income bonds on which no interest is being paid.
D: Debt rated "D" is in default and payment of interest and/or repayment of
principal is in arrears.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
MUNICIPAL NOTE RATINGS
S&P
Until June 29, 1984, S&P used the same rating symbols for notes and bonds. After
June 29, 1984, for new municipal note issues due in three years or less, the
ratings below will usually be assigned. Notes maturing beyond three years will
most likely receive a bond rating of the type recited above.
SP-1: Issues carrying this designation have a very strong or strong capacity to
pay principal and interest. Issues determined to possess overwhelming safety
characteristics will be given a "plus" (+) designation.
SP-2: Issues carrying this designation have a satisfactory capacity to pay
principal and interest.
COMMERCIAL PAPER RATINGS
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment is
very strong. A "plus" (+) designation indicates an even stronger likelihood of
timely payment.
A-2: Capacity for timely payment on issues with this designation is strong. The
relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
FRANKLIN TAX-FREE TRUST
FRANKLIN ARIZONA INSURED TAX-FREE INCOME FUND
FRANKLIN FLORIDA INSURED TAX-FREE INCOME FUND
FRANKLIN INSURED TAX-FREE INCOME FUND
FRANKLIN MASSACHUSETTS INSURED TAX-FREE INCOME FUND
FRANKLIN MICHIGAN INSURED TAX-FREE INCOME FUND
FRANKLIN MINNESOTA INSURED TAX-FREE INCOME FUND
FRANKLIN OHIO INSURED TAX-FREE INCOME FUND
STATEMENT OF
ADDITIONAL INFORMATION
JULY 1, 1998
777 MARINERS ISLAND BLVD., P.O. BOX 7777
SAN MATEO, CA 94403-7777 1-800/DIAL BEN(R)
TABLE OF CONTENTS
How Do the Funds Invest Their Assets? .................................. 2
What Are the Risks
of Investing in the Funds? ............................................ 7
Investment Restrictions ................................................ 11
Officers and Trustees .................................................. 12
Investment Management
and Other Services .................................................... 15
How Do the Funds Buy
Securities for Their Portfolios? ...................................... 17
How Do I Buy, Sell
and Exchange Shares? .................................................. 17
How Are Fund Shares Valued? ............................................ 20
Additional Information on
Distributions and Taxes ............................................... 21
The Funds' Underwriter ................................................. 24
How Do the Funds
Measure Performance? .................................................. 27
Miscellaneous Information .............................................. 31
Financial Statements ................................................... 33
Useful Terms and Definitions ........................................... 33
Appendices ............................................................ 34
Description of Ratings ................................................ 34
State Tax Treatment ................................................... 37
- --------------------------------------------------------------------------------
When reading this SAI, you will see certain terms beginning with capital
letters. This means the term is explained under "Useful Terms and Definitions."
- --------------------------------------------------------------------------------
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company. The Prospectus, dated July 1, 1998, which we may
amend from time to time, contains the basic information you should know before
investing in the funds. For a free copy, call 1-800/DIAL BEN.
THIS SAI IS NOT A PROSPECTUS. IT CONTAINS INFORMATION IN ADDITION TO AND IN MORE
DETAIL THAN SET FORTH IN THE PROSPECTUS. THIS SAI IS INTENDED TO PROVIDE YOU
WITH ADDITIONAL INFORMATION REGARDING THE ACTIVITIES AND OPERATIONS OF EACH
FUND, AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
- --------------------------------------------------------------------------------
MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
O ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
O ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK;
O ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
TF1 SAI 07/98
HOW DO THE FUNDS INVEST THEIR ASSETS?
WHAT ARE THE FUNDS' GOALS?
The investment goal of each fund is to provide investors with as high a level of
income exempt from federal income taxes as is consistent with prudent investing,
while seeking preservation of shareholders' capital. Each state fund also tries
to provide a maximum level of income that is exempt from personal income taxes,
if any, for resident shareholders of the fund's state. These goals are
fundamental, which means that they may not be changed without shareholder
approval.
The following gives more detailed information about each fund's investment
policies and the types of securities that it may buy. Please read this
information together with the section "How Do the Funds Invest Their Assets?" in
the Prospectus.
MORE INFORMATION ABOUT
THE KINDS OF SECURITIES THE FUNDS BUY
Each fund tries to achieve its investment goal by attempting to invest all of
its assets in tax-free municipal securities. The issuer's bond counsel generally
gives the issuer an opinion on the tax-exempt status of a municipal security
when the security is issued.
Some states may require a fund to invest a certain amount of its assets in
securities of that state, or in securities that are otherwise tax-free under the
laws of that state, in order for any portion of the fund's distributions to be
free from the state's personal income taxes. If a fund's state requires this,
the fund will try to invest its assets as required so that its distributions
will be free from personal income taxes for resident shareholder's of the fund's
state.
Below is a description of various types of municipal and other securities that
each fund may buy. Other types of municipal securities may become available that
are similar to those described below and in which each fund may also invest, if
consistent with its investment goal and policies.
TAX ANTICIPATION NOTES are issued to finance short-term working capital needs of
municipalities in anticipation of various seasonal tax revenues, which will be
used to pay the notes. They are usually general obligations of the issuer,
secured by the taxing power for the payment of principal and interest.
REVENUE ANTICIPATION NOTES are similar to tax anticipation notes except they are
issued in expectation of the receipt of other kinds of revenue, such as federal
revenues available under the Federal Revenue Sharing Program.
BOND ANTICIPATION NOTES are normally issued to provide interim financing until
long-term financing can be arranged. Proceeds from long-term bond issues then
provide the money for the repayment of the notes.
CONSTRUCTION LOAN NOTES are issued to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through the Federal Housing Administration under the
Federal National Mortgage Association or the Government National Mortgage
Association.
TAX-EXEMPT COMMERCIAL PAPER typically represents a short-term obligation (270
days or less) issued by a municipality to meet working capital needs.
MUNICIPAL BONDS meet longer-term capital needs and generally have maturities
from one to 30 years when issued. They have two principal classifications:
general obligation bonds and revenue bonds.
GENERAL OBLIGATION BONDS. Issuers of general obligation bonds include states,
counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads. The basic security
behind general obligation bonds is the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. The taxes that can
be levied for the payment of debt service may be limited or unlimited as to the
rate or amount of special assessments.
REVENUE BONDS. The full faith, credit and taxing power of the issuer do not
secure revenue bonds. Instead, the principal security for a revenue bond is
generally the net revenue derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise tax or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects, including: electric, gas, water and sewer systems; highways,
bridges and tunnels; port and airport facilities; colleges and universities; and
hospitals. The principal security behind these bonds may vary. For example,
housing finance authorities have a wide range of security, including partially
or fully insured mortgages, rent subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Many bonds
provide additional security in the form of a debt service reserve fund that may
be used to make principal and interest payments. Some authorities have further
security in the form of state assurances (although without obligation) to make
up deficiencies in the debt service reserve fund.
TAX-EXEMPT INDUSTRIAL DEVELOPMENT REVENUE BONDS are issued by or on behalf of
public authorities to finance various privately operated facilities for
business, manufacturing, housing, sports and pollution control, as well as
public facilities such as airports, mass transit systems, ports and parking. The
payment of principal and interest is solely dependent on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of the
facility or other property as security for payment.
VARIABLE OR FLOATING RATE SECURITIES. Each fund may invest in variable or
floating rate securities, including variable rate demand notes, which have
interest rates that change either at specific intervals (variable rate), from
daily up to monthly, or whenever a benchmark rate changes (floating rate). The
interest rate adjustments are designed to help stabilize the security's price.
Variable or floating rate securities may include a demand feature, which may be
unconditional. The demand feature allows the holder to demand prepayment of the
principal amount before maturity, generally on no more than 30 days' notice. The
holder receives the principal amount plus any accrued interest either from the
issuer or by drawing on a bank letter of credit, a guarantee or insurance issued
with respect to the security.
MUNICIPAL LEASE OBLIGATIONS. Each fund may invest in municipal lease
obligations, including certificates of participation. The Board reviews a fund's
municipal lease obligations to assure that they are liquid investments based on
various factors reviewed by Advisers and monitored by the Board. These factors
include (a) the credit quality of the obligations and the extent to which they
are rated or, if unrated, comply with existing criteria and procedures followed
to ensure that they are comparable in quality to the ratings required for the
fund to invest, including an assessment of the likelihood of the lease being
canceled, taking into account how essential the leased property is and the term
of the lease compared to the useful life of the leased property; (b) the size of
the municipal securities market, both in general and with respect to municipal
lease obligations; and (c) the extent to which the type of municipal lease
obligations held by the fund trade on the same basis and with the same degree of
dealer participation as other municipal securities of comparable credit rating
or quality.
Since annual appropriations are required to make lease payments, municipal lease
obligations generally are not subject to constitutional limitations on the
issuance of debt and may allow an issuer to increase government liabilities
beyond constitutional debt limits. When faced with increasingly tight budgets,
local governments have more discretion to curtail lease payments under a
municipal lease obligation than they do to curtail payments on other municipal
securities. If not enough money is appropriated to make the lease payments, the
leased property may be repossessed as security for holders of the municipal
lease obligations. If this happens, there is no assurance that the property's
private sector or re-leasing value will be enough to make all outstanding
payments on the municipal lease obligations or that the payments will continue
to be tax-free.
While cancellation risk is inherent to municipal lease obligations, each fund
believes that this risk may be reduced, although not eliminated, by its policies
on the quality of securities in which it may invest. Keeping in mind that each
fund can invest in municipal lease obligations without percentage limits, the
funds' holdings in municipal lease obligations were:
AS OF FEBRUARY 28, 1998
(as a percentage of net assets)
Arizona Fund ............................... 9.62%
Florida Fund ............................... 6.20%
Insured Fund ............................... 5.76%
Massachusetts Fund ......................... 4.75%
Michigan Fund .............................. 2.61%
Minnesota Fund ............................. 2.10%
Ohio Fund .................................. 2.80%
CALLABLE BONDS. Each fund may invest in callable bonds, which allow the issuer
to repay some or all of the bonds ahead of schedule. If a bond is called, the
fund will receive the principal amount, the accrued interest, and a small
additional payment as a call premium. Advisers may sell a callable bond before
its call date, if it believes the bond is at its maximum premium potential.
An issuer is more likely to call its bonds when interest rates are falling,
because the issuer can issue new bonds with lower interest payments. If a bond
is called, the fund may have to replace it with a lower-yielding security. If
the fund originally paid a premium for the bond because it had appreciated in
value from its original issue price, the fund also may not be able to recover
the full amount it paid for the bond. One way for a fund to protect itself from
call risk is to buy bonds with call protection. Call protection is an assurance
that the bond will not be called for a specific time period, typically five to
10 years from when the bond is issued.
When pricing callable bonds, each bond is marked-to-market daily based on the
bond's call date. Thus, the call of some or all of a fund's callable bonds may
impact the fund's Net Asset Value. Based on a number of factors, including
certain portfolio management strategies used by Advisers, the fund believes it
has reduced the risk of an adverse impact on its Net Asset Value from calls of
callable bonds. In light of each fund's pricing policies and certain
amortization procedures required by the IRS, the funds do not expect to suffer
any material adverse impact related to the value at which they have carried the
bonds in connection with calls of bonds purchased at a premium. As with any
investment strategy, however, there is no guarantee that a call may not have a
more substantial impact than anticipated.
ESCROW-SECURED OR DEFEASED BONDS are created when an issuer refunds, before
maturity, an outstanding bond issue that is not immediately callable (or
pre-refunds), and sets aside funds for redemption of the bonds at a future date.
The issuer uses the proceeds from a new bond issue to buy high grade, interest
bearing debt securities, generally direct obligations of the U.S. government.
These securities are then deposited in an irrevocable escrow account held by a
trustee bank to secure all future payments of principal and interest on the
pre-refunded bond. Escrow-secured bonds often receive a triple A or equivalent
rating from Fitch, Moody's or S&P.
STRIPPED MUNICIPAL SECURITIES. Municipal securities may be sold in "stripped"
form. Stripped municipal securities represent separate ownership of principal
and interest payments on municipal securities.
ZERO-COUPON SECURITIES. Each fund may invest in zero-coupon and delayed interest
securities. Zero-coupon securities make no periodic interest payments, but are
sold at a deep discount from their face value. The buyer recognizes a rate of
return determined by the gradual appreciation of the security, which is redeemed
at face value on a specified maturity date. The discount varies depending on the
time remaining until maturity, as well as market interest rates, liquidity of
the security, and the issuer's perceived credit quality. The discount, in the
absence of financial difficulties of the issuer, typically decreases as the
final maturity date approaches. If the issuer defaults, the fund may not receive
any return on its investment.
Because zero-coupon securities bear no interest and compound semiannually at the
rate fixed at the time of issuance, their value is generally more volatile than
the value of other fixed-income securities. Since zero-coupon bondholders do not
receive interest payments, zero-coupon securities fall more dramatically than
bonds paying interest on a current basis when interest rates rise. When interest
rates fall, zero-coupon securities rise more rapidly in value, because the bonds
reflect a fixed rate of return.
An investment in zero-coupon and delayed interest securities may cause a fund to
recognize income and make distributions to shareholders before it receives any
cash payments on its investment. To generate cash to satisfy distribution
requirements, a fund may have to sell portfolio securities that it otherwise
would have continued to hold or to use cash flows from other sources such as the
sale of fund shares.
CONVERTIBLE AND STEP COUPON BONDS. Each fund may invest a portion of its assets
in convertible and step coupon bonds. Convertible bonds are zero-coupon
securities until a predetermined date, at which time they convert to a specified
coupon security. The coupon on step coupon bonds changes periodically during the
life of the security based on predetermined dates chosen when the security is
issued.
U.S. GOVERNMENT OBLIGATIONS are issued by the U.S. Treasury or by agencies and
instrumentalities of the U.S. government and are backed by the full faith and
credit of the U.S. government. They include Treasury bills, notes and bonds.
COMMERCIAL PAPER is a promissory note issued by a corporation to finance its
short-term credit needs. Each fund may invest in taxable commercial paper only
for temporary defensive purposes.
MORE INFORMATION ABOUT SOME OF THE FUNDS' OTHER INVESTMENT STRATEGIES AND
PRACTICES
WHEN-ISSUED TRANSACTIONS. Municipal securities are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
yield terms, is fixed at the time the commitment to buy is made, but delivery
and payment take place at a later date. During the time between purchase and
settlement, no payment is made by a fund to the issuer and no interest accrues
to the fund. If the other party to the transaction fails to deliver or pay for
the security, the fund could miss a favorable price or yield opportunity, or
could experience a loss.
When a fund makes the commitment to buy a municipal security on a when-issued
basis, it records the transaction and reflects the value of the security in the
determination of its Net Asset Value. The funds believe that their Net Asset
Value or income will not be negatively affected by their purchase of municipal
securities on a when-issued basis. The funds will not engage in when-issued
transactions for investment leverage purposes.
Although a fund will generally buy municipal securities on a when-issued basis
with the intention of acquiring the securities, it may sell the securities
before the settlement date if it is considered advisable. When a fund is the
buyer, it will maintain cash or liquid securities, with an aggregate value equal
to the amount of its purchase commitments, in a segregated account with its
custodian bank until payment is made. If assets of a fund are held in cash
pending the settlement of a purchase of securities, the fund will not earn
income on those assets.
ILLIQUID INVESTMENTS. Each fund may invest up to 10% of its net assets in
illiquid securities. Illiquid securities are generally securities that cannot be
sold within seven days in the normal course of business at approximately the
amount at which the fund has valued them.
DIVERSIFICATION. All of the funds, except the Arizona and Florida funds, are
diversified funds. The Arizona and Florida funds are non-diversified. As a
fundamental policy, none of the diversified funds will buy a security if, with
respect to 75% of its net assets, more than 5% would be in the securities of any
single issuer (with the exception of obligations of the U.S. government). For
this purpose, each political subdivision, agency, or instrumentality, each
multi-state agency of which a state is a member, and each public authority that
issues private activity bonds on behalf of a private entity, is considered a
separate issuer. Escrow-secured or defeased bonds are not generally considered
an obligation of the original municipality when determining diversification.
Each fund, including the Arizona and Florida funds, intends to meet certain
diversification requirements for tax purposes. These requirements are discussed
under "Additional Information on Distributions and Taxes."
Each fund may invest more than 25% of its assets in municipal securities that
finance similar types of projects, such as hospitals, housing, industrial
development, transportation or pollution control. A change that affects one
project, such as proposed legislation on the financing of the project, a
shortage of the materials needed for the project, or a declining need for the
project, would likely affect all similar projects.
SECURITIES TRANSACTIONS. The frequency of portfolio transactions, usually
referred to as the portfolio turnover rate, varies for each fund from year to
year, depending on market conditions. While short-term trading increases
portfolio turnover and may increase costs, the execution costs for municipal
securities are substantially less than for equivalent dollar values of equity
securities.
INSURANCE. Each fund invests primarily in insured municipal securities. Each
insured municipal security in a fund's portfolio is covered by either a "New
Issue Insurance Policy," a "Portfolio Insurance Policy" or a "Secondary
Insurance Policy." Normally, the underlying rating of an insured security is one
of the top three ratings of Fitch, Moody's or S&P. An insurer may insure
municipal securities that are rated below the top three ratings or that are
unrated if the securities otherwise meet the insurer's quality standards.
A fund will only enter into a contract to buy an insured municipal security if
either permanent insurance or an irrevocable commitment to insure the municipal
security by a qualified municipal bond insurer is in place. The insurance
feature insures the scheduled payment of principal and interest, but does not
guarantee (i) the market value of the insured municipal security, (ii) the value
of a fund's shares, or (iii) a fund's dividend distributions.
NEW ISSUE INSURANCE POLICY. An issuer may obtain a New Issue Insurance Policy,
also called a "Primary Insurance Policy," when securities are issued. The issuer
pays all premiums on the policy in advance. The policy continues in effect as
long as the securities are outstanding and the insurer remains in business, and
may not otherwise be canceled. Since the policy remains in effect as long as the
securities are outstanding, the insurance is likely to increase the credit
rating of the security, as well as its purchase price and resale value.
PORTFOLIO INSURANCE POLICY. Each fund may obtain a Portfolio Insurance Policy,
which is effective only as long as the fund holds the securities described in
the policy and the insurer is in business and meeting its obligations. If the
fund sells a security or the principal amount of the security is paid before
maturity, the policy terminates as to that security and will continue to cover
only those securities the fund still holds. A Portfolio Insurance Policy may not
otherwise be canceled, unless the fund fails to pay the premium. If a security
covered by a Portfolio Insurance Policy is pre-refunded and irrevocably secured
by a U.S. government security, the insurance will no longer be required for that
security.
Because coverage under a Portfolio Insurance Policy ends when the fund sells a
security, the insurance does not affect the resale value of the security.
Therefore, the fund may hold any security insured under a Portfolio Insurance
Policy that is in default or in significant risk of default. Advisers will
consider the value of the insurance for the principal and interest payments, the
market value of the security, the market value of securities of similar issuers
whose securities carry similar interest rates, and the discounted present value
of the principal and interest payments to be received from the insurance company
in its evaluation of the security. Absent any unusual or unforeseen
circumstances as a result of the Portfolio Insurance Policy, Advisers would
likely recommend that the fund value the defaulted security, or security for
which there is a significant risk of default, at the same price as securities of
a similar nature that are not in default. While a defaulted security is held in
the fund's portfolio, the fund continues to pay the insurance premium on the
security but also collects interest payments from the insurer and retains the
right to collect the full amount of principal from the insurer when the security
comes due.
The insurer may not change premium rates for securities covered by a Portfolio
Insurance Policy, regardless of the issuer's ability or willingness to meet its
obligations. Premiums are payable monthly and are adjusted for purchases and
sales of covered securities during the month. The premium on a Portfolio
Insurance Policy is a fund expense. If the fund fails to pay its premium, the
insurer may take action against the fund to recover any premium payments that
are due.
SECONDARY INSURANCE POLICY. Under its agreement with the provider of the
Portfolio Insurance Policy, each fund may at any time buy a permanent Secondary
Insurance Policy on any municipal security insured under the Portfolio Insurance
Policy, even if the security is currently in default. When the fund buys a
Secondary Insurance Policy, the coverage and obligation of the fund to pay
monthly premiums for the security under the Portfolio Insurance Policy ends. The
insurer may not change the price of the Secondary Insurance Policy, regardless
of the security issuer's ability to meet its debt obligations.
With a Secondary Insurance Policy, the fund obtains insurance against nonpayment
of scheduled principal and interest for the remaining term of a security. This
insurance coverage continues in effect as long as the insured security is
outstanding and may not otherwise be canceled. Thus, the fund has the
opportunity to sell a security in default rather than hold it in its portfolio
in order to continue, in force, the applicable Portfolio Insurance Policy. When
the fund buys a Secondary Insurance Policy on a security, the single premium is
added to the cost basis of the security and is not considered a fund expense. A
defaulted security covered by a Secondary Insurance Policy would be valued at
its market value.
One of the reasons a fund may buy a Secondary Insurance Policy is to enable it
to sell a security to a third party as a triple A rated or equivalent insured
security. In doing so, the fund may be able to sell the security at a market
price that is higher than what it may otherwise be without the insurance. The
triple A or equivalent rating is not automatic, however, and must specifically
be requested from Fitch, Moody's or S&P for each security.
A fund is likely to buy a Secondary Insurance Policy if, in Advisers' opinion,
the market value or net proceeds of the sale of a security by the fund may
exceed the current value of the security, without insurance, plus the cost of
the insurance. Any difference between the excess of a security's market value as
a triple A rated or equivalent security over its market value without such
rating, including the cost of insurance, inures to the fund in determining the
net capital gain or loss realized by the fund upon the sale of the security.
Each fund may buy a Secondary Insurance Policy instead of a Portfolio Insurance
Policy at any time, regardless of the effect of market value on the underlying
municipal security, if Advisers believes such insurance would best serve the
fund's interests in meeting its investment goals.
QUALIFIED MUNICIPAL BOND INSURERS. Insurance policies may be issued by any one
of several qualified municipal bond insurers, which allows Advisers to diversify
among credit enhancements. Each fund buys insured municipal securities only if
they are secured by an insurance policy issued by an insurer whose claims paying
ability is rated triple A or its equivalent by Fitch, Moody's or S&P.
A qualified municipal bond insurer is a company whose charter limits its risk
assumption to insurance of financial obligations. This precludes the assumption
of other types of risk, such as life, medical, fire and casualty, and auto and
home insurance. The bond insurance industry is a regulated industry. All bond
insurers must be licensed in each state in order to write financial guarantees
in that jurisdiction. Regulations vary from state to state. Most regulators,
however, require minimum standards of solvency and limitations on leverage and
investment of assets. Regulators also place restrictions on the amount an
insurer can guarantee in relation to the insurer's capital base. Neither the
funds nor Advisers makes any representations as to the ability of any insurance
company to meet its obligation to a fund if called upon to do so.
Currently, to the best of our knowledge, there are no securities in the funds'
portfolios on which an insurer is paying the principal or interest otherwise
payable by the issuer of the bond.
GENERAL. Under the provisions of an insurance policy, the insurer
unconditionally and irrevocably agrees to pay the appointed trustee or its
successor and its agent (the "Trustee") the portion of the principal or interest
on an insured security that is due for payment but that has not been paid by the
issuer. The insurer makes such payments to the Trustee on the date the principal
or interest becomes due for payment or on the next business day following the
day on which the insurer receives notice of nonpayment, whichever is later. The
Trustee then disburses the amount of principal or interest due to the fund after
the Trustee receives (i) evidence of the fund's right to receive payment of the
principal or interest due for payment, and (ii) evidence, including any
appropriate instruments of assignment, that all of the rights to payment of the
principal or interest due for payment will vest in the insurer. After the
disbursement, the insurer becomes the owner of the security, appurtenant coupon,
or right to payment of principal or interest on the security and is fully
subrogated to all of the fund's rights with respect to the security, including
the right to payment. The insurer's rights to the security or to payment of
principal or interest are limited, however, to the amount the insurer has paid.
If the issuer of an insured municipal security fails to pay an installment of
principal or interest that is due for payment, the fund will receive an
insurance payment in the amount of the payment due. When referring to the
principal amount, the term "due for payment" means the security's stated
maturity date or its call date for mandatory sinking fund redemption. It does
not mean any earlier date when payment is due because of a call for redemption
(other than by mandatory sinking fund redemption), acceleration or other
advancement of maturity. When referring to the interest on a security, the term
"due for payment" means the stated date for payment of interest.
The term "due for payment" may have another meaning if the interest on a
security is determined to be subject to federal income taxation, as provided in
the security's underlying documentation. When referring to the principal amount
in this case, the term also means the call date for mandatory redemption as a
result of the determination of taxability, and when referring to the interest on
the security, the term also means the accrued interest, to the call date for
mandatory redemption, at the rate provided in the security's documentation
together with any applicable redemption premium.
WHAT ARE THE RISKS OF INVESTING IN THE FUNDS?
The following gives more information about the risks of investing in the funds.
Please read this information together with the section "What Are the Risks of
Investing in the Funds?" in the Prospectus.
STATE RISKS. Since each state fund mainly invests in the municipal securities of
its state, its performance is closely tied to the ability of issuers of
municipal securities in its state to continue to make principal and interest
payments on their securities. The issuers' ability to do this is in turn
dependent on economic, political and other conditions within the state. Below is
a discussion of certain conditions that may affect municipal issuers in the
funds' various states. It is not a complete analysis of every material fact that
may affect the ability of issuers of municipal securities to meet their debt
obligations or the economic or political conditions within any state. The
information below is based on the most recent data available to the funds from
Fitch, Moody's and S&P, three historically reliable sources, but the funds have
not independently verified it.
The ability of issuers of municipal securities to continue to make principal and
interest payments is dependent in large part on their ability to raise revenues,
primarily through taxes, and to control spending. Many factors can affect a
state's revenues including the rate of population growth, unemployment rates,
personal income growth, federal aid, and the ability to attract and keep
successful businesses. A number of factors can also affect a state's spending
including current debt levels, and the existence of accumulated budget deficits.
The following provides some information on these and other factors.
ARIZONA. A cost of living below the national average and competitive wage rates
have attracted people and businesses to Arizona, especially from California. As
a result, Arizona's population grew by more than 15% during the first half of
the 1990s. Although population growth is expected to remain strong, the rate of
growth has slowed since 1996 as a result of California's economic recovery and
thus less migration from that state. Employment growth has also been strong, at
5.6% in 1996. Driven recently by gains in the high-tech manufacturing sector,
employment growth is expected to remain solid over the near-term. Unemployment
was 4.7% in May 1997, slightly less than the national average.
Arizona's economy has continued its shift away from agriculture and mining and
towards manufacturing and services. The move away from farming, which generally
consumes about 80% of the water used in the state, may increase the water
available for municipal uses. As of July 1997, manufacturing accounted for
approximately 9.3% of the state's total employment, trade 23%, services 30%,
government 13%, construction 6% and finance, insurance and real estate 8%.
Under its constitution, Arizona is not allowed to issue general obligation debt.
Thus, gross state debt levels have remained moderate. The state has historically
relied on lease obligations, revenue bonds, and pay-as-you-go financing for its
capital needs. A significant portion of the state's debt has been supported by
motor fuel taxes and highway user fees.
Recently, Arizona's strong economic growth has enabled the state to replenish
its general fund, while at the same time cutting taxes. At the end of fiscal
1996, the general fund had a balance of 12.6% of expenditures, up from 6.9% at
the end of fiscal 1995. Due to higher-than-anticipated income tax receipts, the
state expects the general fund balance will remain strong through fiscal 1998.
In addition, the state's budget stabilization fund held $252 million as of July
1997, which may help provide protection in an economic downturn.
Despite periods of financial stress during the 1980s and early 1990s, the
state's financial outlook is generally considered stable.
FLORIDA. Employment and population have grown steadily in Florida since 1991,
and Florida's economic expansion has been among the strongest in the region, as
well as the nation. Florida's population growth has placed increased demands on
government services and the state's infrastructure, but so far the state has
been able to meet these challenges.
Florida's economy has continued to diversify, moving from a relatively narrow
base of agriculture and seasonal tourism towards a service and trade economy.
Job growth has been steady, with an unemployment rate of 4.6% in April 1997,
below the national rate of 4.8%. The state's job growth has been dependent on
growth in the services, construction and trade sectors, with the state's
business services sector accounting for approximately 30% of new non-farm
employment since 1991. Much of this growth has come from growth in the personnel
services sector, however, which typically represents low paying jobs. The
state's tourism industry, which has supported the state's other employment
sectors, has been somewhat erratic since the recession in the early 1990s. A
tourism increase of 3.1% is expected, however, through fiscal 1998.
Due in large part to the state's healthy economy, Florida's population has also
continued to grow. It was recently the fourth most populated state in the U.S.
Its per capita income, while close to the national average, exceeded regional
levels by almost 11% as of April 1997. Because of its substantial retirement age
population, however, its income structure is dependent on property income and
transfer payments, such as social security and pension benefits. As a result, a
change to the consumer price index at the federal level could have a significant
impact on the state.
Florida's tax base has been relatively narrow, with 70% of its revenues derived
from the state's sales and use tax. This reliance on a cyclical revenue source
creates some vulnerability, as does the constitutional amendment approved by
voters in 1994 that limits the rate of growth in state revenues. It should be
noted, however, that this amendment exempts revenues pledged to bonds, so
existing and new debt issues should be unaffected.
Although Florida's debt levels have been steadily rising, in recent years the
state has generated operating surpluses, while maintaining tax levels and
providing funds for the state's growth in government services. Overall, the
state's financial outlook is considered stable.
MASSACHUSETTS. Massachusetts' economy has continued to recover from the national
and regional recessions of the early 1990s. While manufacturing has declined,
the state's services sector has grown and recently accounted for 35% of the
state's employment. Overall, the state's economic growth has been driven by
growth in its high-tech industries, financial services, education and health
care. In fact, high-tech industries recently accounted for 9.2% of total
employment, the highest concentration of any state. The state's unemployment
rate has steadily declined from 4.3% in 1996 to 3.3% in October 1997, below the
national average, and has begun to cause concerns about a tight labor market.
Although the state's economy has improved, its debt levels have remained among
the highest in the nation. Spending disciplines imposed during the state's
severe financial difficulties in the early 1990s have helped and have resulted
in seven consecutive years of balanced financial operations. At the same time,
the state has greatly reduced its reliance on temporary borrowing.
While the state has regained some control over its budget, continuing
expenditure pressures may present fiscal challenges. After a period of
restrained debt issuance, pressure to increase borrowing has been building.
Funding for routine infrastructure needs and a costly tunnel project have been
the focus of this pressure. Spending for education is also expected to increase,
and the state still has a relatively high unfunded pension liability. With the
rate of economic growth expected to slow down in coming years, Massachusetts'
biggest challenge is likely to be the long term management of its capital and
debt plans.
MICHIGAN. Michigan's economy has continued to rely on national economic trends,
especially the demand for durable goods. Its economic base has been dependent on
its manufacturing sector, which recently accounted for 33% of the state's total
personal income. While this sector has been strong since the end of the national
recession in the early 1990s, the state's reliance on manufacturing has made its
economy potentially more volatile than the economies of more diverse states. In
recent years, however, the state has made some improvements in the diversity of
its economy.
Michigan's finances have also improved since the early 1990s when the state's
financial position was weakened by the national recession and imbalances in the
budget. Tighter budget controls and the positive effect on revenues of the
state's relatively strong economy have allowed the state to replenish reserves,
which had been severely depleted during the early 1990s. The state's budget
stabilization fund was estimated at more than $1.2 billion at September 30,
1997. Michigan may need the increased stability these reserve levels provide to
offset higher school funding requirements, which were estimated at $8.6 billion
in fiscal 1997 and represented the largest expense item for the state.
MINNESOTA. Minnesota's economy has been well diversified, with only some
concentration in the manufacturing sector. This diversification has allowed the
state to perform well during economic cycles, compared with the rest of the
nation. The effects of the last national recession were less severe in
Minnesota, and the state was able to recover more quickly than many other
states.
Since late 1994, Minnesota has experienced steady job growth with increases in
computer and business services and in the finance sector. Much of this growth
has occurred in the Minneapolis-St. Paul metropolitan area and has created labor
shortages in some industries. These shortages have in turn resulted in
higher-than-average wage levels. Higher wages, together with a tight labor
market, could limit future job expansion in the state.
Minnesota's debt burden has been moderate and its financial position strong. The
recent strength of its economy and growth in revenues have allowed the state to
restore its general fund and reserve levels, which had been drained during the
recession of the early 1990s. In the coming years, key spending areas for the
state are expected to include corrections, human services, education and
facilities for general government.
OHIO. Ohio's financial performance has been historically strong, aided recently
by the continuing diversification of the state's economy. Although manufacturing
has remained a large part of the economy, the state's overall employment mix has
moved more in line with that of the nation. While benefiting from the recent
strength of its manufacturing sector, growth in financial services, distribution
and trade have improved the state's economic stability. Nonetheless, the state's
reliance on manufacturing creates vulnerability to recession and potential
financial volatility. The state's sizable financial reserves, however, may lend
some stability and help protect the state against future spending pressures and
economic cycles.
In recent years, Ohio's employment growth has slowed to below the national
average. For the year ended August 1997, non-farm job growth was 0.8%, compared
to 2% for the nation. Much of this growth has been concentrated in the services
and trade sectors. Unemployment was 4.2% in October 1997, below the national
rate.
Ohio's direct debt levels have been moderate. As a result, debt service payments
on its general obligation debt and lease obligations have been manageable. The
state enjoyed large operating surpluses in fiscal years 1995 and 1996, and a
somewhat smaller surplus in fiscal 1997.
U.S. TERRITORIES RISKS. Since each fund may invest a portion of its assets in
municipal securities issued by U.S. territories, the ability of U.S. territory
issuers to continue to make principal and interest payments may also affect a
fund's performance. As with state municipal issuers, the ability to make these
payments is dependent on economic, political and other conditions. Below is a
discussion of certain conditions within some of the territories where the funds
may be invested. It is not a complete analysis of every material fact that may
affect the ability of issuers of U.S. territory municipal securities to meet
their debt obligations or the economic or political conditions within the
territories. It is based on the most recent data available to the funds from
Fitch, Moody's and S&P, and other historically reliable sources, but it has not
been independently verified by the funds.
GUAM. Guam's economy has been heavily dependent on its tourism industry, which
accounted for almost 40% of total employment in 1997. It has been especially
dependent on Japanese tourism, which has made Guam vulnerable to fluctuations in
the relationship between the U.S. dollar and the Japanese yen.
In the early to mid-1990s, Guam's financial position deteriorated due to a
series of natural disasters that led to increased spending on top of already
significant budget gaps. As a result, the government introduced a comprehensive
financial plan in June 1995 to help balance the budget and reduce the general
fund deficit by fiscal 1999. As of fiscal 1997, the deficit has improved and the
budget was balanced. It is not yet known, however, whether the goals of the
financial plan will be met.
While Guam's debt burden has been manageable, Guam's ability to maintain current
debt levels may be challenged in the near future. U.S. military downsizing has
reduced the federal presence on the island and may also reduce federal support
for infrastructure projects. At the same time, Guam has faced increasing
pressure to improve its infrastructure to help generate economic development.
Overall, as of October 1997, S&P's outlook for Guam was negative due to Guam's
continued weak financial position and the need for continued political support
towards the goals of the financial plan.
MARIANA ISLANDS. The Mariana Islands became a commonwealth in 1975. At that
time, the U.S. government agreed to exempt the islands from federal minimum wage
and immigration laws in an effort to help stimulate industry and the economy.
The islands' minimum wage has been more than $2 per hour below the U.S. level
and tens of thousands of workers have immigrated from various Asian countries to
provide cheap labor for the islands' industries. Recently, the islands' tourism
and apparel industries combined to help increase gross business receipts from
$224 million in 1985 to $2 billion in 1996. Currently, however, Congress is
considering a bill to raise wages and curtail immigration to the Mariana
Islands. If it passes, it could have an adverse affect on the islands' economy.
PUERTO RICO. Overall, both Moody's and S&P recently considered Puerto Rico's
outlook stable. The economy has continued to grow and diversify. Much of this
growth has come from the construction, trade and service sectors, which have
accounted for more than 50% of the employment base. Manufacturing has
contributed 41% of the island's gross domestic product and has accounted for 16%
of employment. Despite an increasingly skilled workforce, unemployment has
remained high at 12-13%.
Over the past three years, Puerto Rico's financial performance has improved.
Strong revenue growth and more aggressive tax collection procedures have helped.
Fiscal 1997 appeared to be on target, and expectations are that the fiscal 1998
budget will also be balanced.
Puerto Rico's debt levels have been high but manageable at $2,600 per capita or
12% of expenditures. Going forward, these levels may increase as Puerto Rico
attempts to finance significant capital and infrastructure improvements. Puerto
Rico will also need to address its large unfunded pension liability of more than
$5 billion.
Despite Puerto Rico's stable outlook, Puerto Rico may face challenges in the
coming years with the 1996 passage of a bill eliminating section 936 of the
Code. This Code section has given certain U.S. corporations operating in Puerto
Rico significant tax advantages. These incentives have helped considerably with
Puerto Rico's economic growth, especially with the development of its
manufacturing sector. U.S. firms that have benefited from these incentives have
provided a significant portion of Puerto Rico's revenues, employment and
deposits in local financial institutions. The section 936 incentives will be
phased out over a 10-year period ending in 2006. It is hoped that this long
phase-out period will give Puerto Rico sufficient time to lessen the potentially
negative effects of section 936's elimination.
INVESTMENT RESTRICTIONS
Each fund has adopted the following restrictions as fundamental policies. These
restrictions may not be changed without the approval of a majority of the
outstanding voting securities of the fund. Under the 1940 Act, this means the
approval of (i) more than 50% of the outstanding shares of a fund or (ii) 67% or
more of the shares of a fund present at a shareholder meeting if more than 50%
of the outstanding shares of a fund are represented at the meeting in person or
by proxy, whichever is less. Each fund MAY NOT:
1. Borrow money or mortgage or pledge any of its assets, except that
borrowings (and a pledge of assets therefore) for temporary or emergency
purposes may be made from banks in any amount up to 5% of the total asset
value.
2. Buy any securities on "margin" or sell any securities "short," except that
it may use such short-term credits as are necessary for the clearance of
transactions.
3. Make loans, except through the purchase of readily marketable debt
securities which are either publicly distributed or customarily purchased
by institutional investors. Although such loans are not presently intended,
this prohibition will not preclude the fund from loaning portfolio
securities to broker-dealers or other institutional investors if at least
102% cash collateral is pledged and maintained by the borrower; provided
such portfolio security loans may not be made if, as a result, the
aggregate of such loans exceeds 10% of the value of the fund's total assets
at the time of the most recent loan.
4. Act as underwriter of securities issued by other persons, except insofar as
the fund may be technically deemed an underwriter under the federal
securities laws in connection with the disposition of portfolio securities.
5. Purchase the securities of any issuer which would result in owning more
than 10% of the voting securities of such issuer, except with respect to
the Arizona and Florida funds, each of which will not purchase a security,
if as a result: i) more than 25% of its total assets would be invested in
the securities of a single issuer or ii) with respect to 50% of its total
assets, more than 5% of its assets would be invested in the securities of a
single issuer.
6. Purchase securities from or sell to the Trust's officers and trustees, or
any firm of which any officer or trustee is a member, as principal, or
retain securities of any issuer if, to the knowledge of the Trust, one or
more of the Trust's officers, trustees, or investment advisor own
beneficially more than 1/2 of 1% of the securities of such issuer and all
such officers and trustees together own beneficially more than 5% of such
securities.
7. Acquire, lease or hold real estate, except such as may be necessary or
advisable for the maintenance of its offices and provided that this
limitation shall not prohibit the purchase of municipal and other debt
securities secured by real estate or interests therein.
8. Invest in commodities and commodity contracts, puts, calls, straddles,
spreads or any combination thereof, or interests in oil, gas, or other
mineral exploration or development programs, except that it may purchase,
hold and dispose of "obligations with puts attached" in accordance with its
investment policies.
9. Invest in companies for the purpose of exercising control or management.
10. Purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition or reorganization, except to the
extent permitted by exemptions which may be granted under the 1940 Act,
which allows the fund to invest in shares of one or more investment
companies, of the type generally referred to as money market funds, managed
by Advisers or its affiliates.
11. In the case of the Arizona and Florida funds, purchase securities, in
private placements or in other transactions, for which there are legal or
contractual restrictions on resale.
12. Invest more than 25% of its assets in securities of any industry; although
for purposes of this limitation, tax-exempt securities and U.S. government
obligations are not considered to be part of any industry.
If a bankruptcy or other extraordinary event occurs concerning a particular
security owned by a fund, the fund may receive stock, real estate, or other
investments that the fund would not, or could not, buy. In this case, the fund
intends to dispose of the investment as soon as practicable while maximizing the
return to shareholders.
If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in the value or liquidity of
portfolio securities or the amount of assets will not be considered a violation
of any of the foregoing restrictions.
OFFICERS AND TRUSTEES
The Board has the responsibility for the overall management of each fund,
including general supervision and review of its investment activities. The
Board, in turn, elects the officers of each fund who are responsible for
administering the fund's day-to-day operations. The affiliations of the officers
and Board members and their principal occupations for the past five years are
shown below. Members of the Board who are considered "interested persons" of
each fund under the 1940 Act are indicated by an asterisk (*).
POSITIONS AND OFFICES PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS WITH THE TRUST THE PAST FIVE YEARS
- --------------------------------------------------------------------------------
Frank H. Abbott, III (77)
1045 Sansome Street
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); director or
trustee, as the case may be, of 28 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) and Vacu-Dry Co. (food processing).
Harris J. Ashton (66)
191 Clapboard Ridge Road
Greenwich, CT 06830
Trustee
Director, RBC Holdings, Inc. (a bank holding company) and Bar-S Foods (a meat
packing company); director or trustee, as the case may be, of 50 of the
investment companies in the Franklin Templeton Group of Funds; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers).
S. Joseph Fortunato (65)
Park Avenue at Morris County
P.O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; director or trustee, as
the case may be, of 52 of the investment companies in the Franklin Templeton
Group of Funds; and formerly, Director, General Host Corporation (nursery and
craft centers).
Edith E. Holiday (46)
3239 38th Street, N.W.
Washington, DC 20016
Trustee
Director, Amerada Hess Corporation and Hercules Incorporated (1993-present);
Director, Beverly Enterprises, Inc. (1995-present) and H.J. Heinz Company
(1994-present); director or trustee, as the case may be, of 25 of the investment
companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman
(1995-1997) and Trustee (1993-1997) of National Child Research Center, Assistant
to the President of the United States and Secretary of the Cabinet (1990-1993),
General Counsel to the United States Treasury Department (1989-1990), and
Counselor to the Secretary and Assistant Secretary for Public Affairs and Public
Liaison-United States Treasury Department (1988-1989).
*Charles B. Johnson (65)
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman
of the Board
and Trustee
President, Chief Executive Officer and Director, Franklin Resources, Inc.;
Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Advisory
Services, Inc., Franklin Investment Advisory Services, Inc. and Franklin
Templeton Distributors, Inc.; Director, Franklin/Templeton Investor Services,
Inc. and Franklin Templeton Services, Inc.; officer and/or director or trustee,
as the case may be, of most of the other subsidiaries of Franklin Resources,
Inc. and of 51 of the investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Director, General Host Corporation (nursery and craft
centers).
*Rupert H. Johnson, Jr. (57)
777 Mariners Island Blvd.
San Mateo, CA 94404
President
and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
Senior Vice President and Director, Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; and officer and/or director or trustee, as the case may
be, of most of the other subsidiaries of Franklin Resources, Inc. and of 54 of
the investment companies in the Franklin Templeton Group of Funds.
Frank W.T. LaHaye (69)
20833 Stevens Creek Blvd.,
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Miller & LaHaye, which is the General Partner of Peregrine
Ventures II (venture capital firm); Chairman of the Board and Director,
Quarterdeck Corporation (software firm); Director, Digital Transmission Systems,
Inc. (wireless communications); director or trustee, as the case may be, of 28
of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, Director, Fischer Imaging Corporation (medical imaging systems) and
General partner, Peregrine Associates, which was the General Partner of
Peregrine Ventures (venture capital firm).
Gordon S. Macklin (70)
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (financial services); Director, Fund American
Enterprises Holdings, Inc., MCI Communications Corporation, CCC Information
Services Group, Inc. (information services), MedImmune, Inc. (biotechnology),
Spacehab, Inc. (aerospace services) and Real 3D (software); director or trustee,
as the case may be, of 50 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Chairman, Hambrecht and Quist Group, Director, H &
Q Healthcare Investors and Lockheed Martin Corporation, and President, National
Association of Securities Dealers, Inc.
Harmon E. Burns (53)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President and Director, Franklin Resources, Inc.; Executive Vice
President and Director, Franklin Templeton Distributors, Inc. and Franklin
Templeton Services, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin/Templeton Investor Services, Inc.; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 54 of the investment companies in the Franklin
Templeton Group of Funds.
Martin L. Flanagan (38)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Chief
Financial Officer
Senior Vice President and Chief Financial Officer, Franklin Resources, Inc.;
Executive Vice President and Director, Templeton Worldwide, Inc.; Executive Vice
President, Chief Operating Officer and Director, Templeton Investment Counsel,
Inc.; Senior Vice President and Treasurer, Franklin Advisers, Inc.; Treasurer,
Franklin Advisory Services, Inc.; Treasurer and Chief Financial Officer,
Franklin Investment Advisory Services, Inc.; President, Franklin Templeton
Services, Inc.; Senior Vice President, Franklin/Templeton Investor Services,
Inc.; and officer and/or director or trustee, as the case may be, of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Deborah R. Gatzek (49)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Secretary
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc. and Franklin
Advisory Services, Inc.; Vice President, Chief Legal Officer and Chief Operating
Officer, Franklin Investment Advisory Services, Inc.; and officer of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Thomas J. Kenny (35)
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 Templeton Group of Funds.
Diomedes Loo-Tam (59)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and
Principal
Accounting
Officer
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33 of
the investment companies in the Franklin Templeton Group of Funds.
Edward V. McVey (60)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President and National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 29 of the investment companies in the
Franklin Templeton Group of Funds.
The table above shows the officers and Board members who are affiliated with
Distributors and Advisers. As of June 1, 1998, nonaffiliated members of the
Board are paid $1,450 per month plus $1,300 per meeting attended. As shown
above, the nonaffiliated Board members also serve as directors or trustees of
other investment companies in the Franklin Templeton Group of Funds. They may
receive fees from these funds for their services. The fees payable to
nonaffiliated members of the Board by the Trust are subject to reductions
resulting from fee caps limiting the amount of fees payable to trustees who
serve on other boards within the Franklin Templeton Group of Funds. The
following table provides the total fees paid to nonaffiliated Board members by
the Trust and by other funds in the Franklin Templeton Group of Funds.
<TABLE>
<CAPTION>
TOTAL FEES NUMBER OF BOARDS
RECEIVED FROM IN THE FRANKLIN
TOTAL FEES THE FRANKLIN TEMPLETON GROUP
RECEIVED FROM TEMPLETON OF FUNDS ON WHICH
NAME THE TRUST*** GROUP OF FUNDS**** EACH SERVES*****
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank H. Abbott, III ............... $31,200 $165,937 28
Harris J. Ashton ................... 29,900 344,642 50
S. Joseph Fortunato ................ 29,900 361,562 52
David W. Garbellano* ............... 14,300 91,317 N/A
Frank W.T. LaHaye .................. 29,900 141,433 28
Gordon S. Macklin .................. 29,900 337,292 50
Edith E. Holiday** ................. 2,600 72,875 25
</TABLE>
*Deceased, September 27, 1997.
**Appointed January 15, 1998.
***For the fiscal year ended February 28, 1998, during which time fees at a rate
of $1,300 per month plus $1,300 per meeting attended were in effect.
****For the calendar year ended December 31, 1997.
*****We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not include
the total number of series or funds within each investment company for which the
Board members are responsible. The Franklin Templeton Group of Funds currently
includes 56 registered investment companies, with approximately 169 U.S. based
funds or series.
Nonaffiliated members of the Board are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in the
Franklin Templeton Group of Funds for which they serve as director or trustee.
No officer or Board member received any other compensation, including pension or
retirement benefits, directly or indirectly from the funds or other funds in the
Franklin Templeton Group of Funds. Certain officers or Board members who are
shareholders of Resources may be deemed to receive indirect remuneration by
virtue of their participation, if any, in the fees paid to its subsidiaries.
As of April 2, 1998, the officers and Board members, as a group, owned of record
and beneficially the following shares of the funds: approximately 22,985 shares
of the Michigan Fund - Class I and 617 shares of the Insured Fund - Class I, or
less than 1% of the total outstanding shares of each fund's Class I shares. Many
of the Board members also own shares in other funds in the Franklin Templeton
Group of Funds. Charles B. Johnson and Rupert H. Johnson, Jr. are brothers.
INVESTMENT MANAGEMENT AND OTHER SERVICES
INVESTMENT MANAGER AND SERVICES PROVIDED. Each fund's investment manager is
Advisers. Advisers provides investment research and portfolio management
services, including the selection of securities for each fund to buy, hold or
sell and the selection of brokers through whom each fund's portfolio
transactions are executed. Advisers' extensive research activities include, as
appropriate, traveling to meet with issuers and to review project sites.
Advisers' activities are subject to the review and supervision of the Board to
whom Advisers renders periodic reports of each fund's investment activities.
Advisers and its officers, directors and employees are covered by fidelity
insurance for the protection of each fund.
Advisers and its affiliates act as investment manager to numerous other
investment companies and accounts. Advisers may give advice and take action with
respect to any of the other funds it manages, or for its own account, that may
differ from action taken by Advisers on behalf of each fund. Similarly, with
respect to each fund, Advisers is not obligated to recommend, buy or sell, or to
refrain from recommending, buying or selling any security that Advisers and
access persons, as defined by the 1940 Act, may buy or sell for its or their own
account or for the accounts of any other fund. Advisers is not obligated to
refrain from investing in securities held by the funds or other funds that it
manages. Of course, any transactions for the accounts of Advisers and other
access persons will be made in compliance with the funds' Code of Ethics. Please
see "Miscellaneous Information - Summary of Code of Ethics."
MANAGEMENT FEES. Under its management agreement, each fund pays Advisers a
management fee equal to a monthly rate of 5/96 of 1% of the value of its net
assets up to and including $100 million; and 1/24 of 1% of the value of its net
assets over $100 million up to and including $250 million; and 9/240 of 1% of
the value of its net assets in excess of $250 million. The fee is computed at
the close of business on the last business day of each month. Each class pays
its proportionate share of the management fee.
The table below shows the management fees paid by each fund for the fiscal years
ended February 28, 1998, February 28, 1997 and February 29, 1996.
<TABLE>
<CAPTION>
MANAGEMENT FEES PAID
-------------------------------------
1998 1997 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arizona Fund ............................... $ 53,600* $ 9,209* $ 0*
Florida Fund ............................... 164,237* 126,611* 92,697*
Insured Fund ............................... 7,894,099 7,848,890 7,882,310
Massachusetts Fund ......................... 1,792,766 1,649,833 1,580,640
Michigan Fund .............................. 5,414,427 5,284,581 5,130,941
Minnesota Fund ............................. 2,465,946 2,439,817 2,430,182
Ohio Fund .................................. 3,586,169 3,391,314 3,268,575
</TABLE>
*For the fiscal years ended February 28, 1998, February 28, 1997 and February
29, 1996, management fees, before any advance waiver, totaled $300,020, $238,269
and $190,058, respectively, for the Arizona Fund, and $559,377, $447,534 and
$362,566, respectively, for the Florida Fund. Under an agreement by Advisers to
limit its fees, the Arizona and Florida funds paid the management fees shown.
MANAGEMENT AGREEMENT. The management agreement is in effect until March 31,
1999. It may continue in effect for successive annual periods if its continuance
is specifically approved at least annually by a vote of the Board or by a vote
of the holders of a majority of the fund's outstanding voting securities, and in
either event by a majority vote of the Board members who are not parties to the
management agreement or interested persons of any such party (other than as
members of the Board), cast in person at a meeting called for that purpose. The
management agreement may be terminated without penalty at any time by the Board
or by a vote of the holders of a majority of the fund's outstanding voting
securities on 30 days' written notice to Advisers, or by Advisers on 30 days'
written notice to the fund, and will automatically terminate in the event of its
assignment, as defined in the 1940 Act.
ADMINISTRATIVE SERVICES. Under an agreement with Advisers, FT Services provides
certain administrative services and facilities for each fund. These include
preparing and maintaining books, records, and tax and financial reports, and
monitoring compliance with regulatory requirements. FT Services is a wholly
owned subsidiary of Resources.
Under its administration agreement, Advisers pays FT Services a monthly
administration fee equal to an annual rate of 0.15% of the fund's average daily
net assets up to $200 million, 0.135% of average daily net assets over $200
million up to $700 million, 0.10% of average daily net assets over $700 million
up to $1.2 billion, and 0.075% of average daily net assets over $1.2 billion.
The table below shows the administration fees paid to FT Services for the fiscal
years ended February 28, 1998 and 1997. These fees are paid by Advisers. They
are not a separate expense of the funds.
ADMINISTRATION FEES PAID
------------------------
1998 1997*
- ----------------------------------------------------------------
Arizona Fund ...................... $ 70,517 $ 23,726
Florida Fund ...................... 132,554 46,588
Insured Fund ...................... 1,847,411 767,504
Massachusetts Fund ................ 492,589 190,575
Michigan Fund ..................... 1,420,284 584,545
Minnesota Fund .................... 693,528 286,923
Ohio Fund ......................... 1,013,556 410,345
*For the period October 1, 1996 through February 28, 1997.
SHAREHOLDER SERVICING AGENT. Investor Services, a wholly owned subsidiary of
Resources, is the funds' shareholder servicing agent and acts as the funds'
transfer agent and dividend-paying agent. Investor Services is compensated on
the basis of a fixed fee per account. Each fund may also reimburse Investor
Services for certain out-of-pocket expenses, which may include payments by
Investor Services to entities, including affiliated entities, that provide
sub-shareholder services, recordkeeping and/or transfer agency services to
beneficial owners of the fund. The amount of reimbursements for these services
per benefit plan participant fund account per year may not exceed the per
account fee payable by the fund to Investor Services in connection with
maintaining shareholder accounts.
CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, New York 10286, acts as custodian of the securities and other assets of
each fund. The custodian does not participate in decisions relating to the
purchase and sale of portfolio securities.
AUDITORS. Coopers & Lybrand L.L.P., 333 Market Street, San Francisco, California
94105, are the funds' independent auditors. During the fiscal year ended
February 28, 1998, their auditing services consisted of rendering an opinion on
the financial statements of the Trust included in the Trust's Annual Report to
Shareholders for the fiscal year ended February 28, 1998.
HOW DO THE FUNDS BUY
SECURITIES FOR THEIR PORTFOLIOS?
Since most purchases by the funds are principal transactions at net prices, the
funds incur little or no brokerage costs. The funds deal directly with the
selling or buying principal or market maker without incurring charges for the
services of a broker on their behalf, unless it is determined that a better
price or execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters will include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
will include a spread between the bid and ask prices. As a general rule, the
funds do not buy bonds in underwritings where they are given no choice, or only
limited choice, in the designation of dealers to receive the commission. The
funds seek to obtain prompt execution of orders at the most favorable net price.
Transactions may be directed to dealers in return for research and statistical
information, as well as for special services provided by the dealers in the
execution of orders.
It is not possible to place a dollar value on the special executions or on the
research services Advisers receives from dealers effecting transactions in
portfolio securities. The allocation of transactions in order to obtain
additional research services permits Advisers to supplement its own research and
analysis activities and to receive the views and information of individuals and
research staffs of other securities firms. As long as it is lawful and
appropriate to do so, Advisers and its affiliates may use this research and data
in their investment advisory capacities with other clients. If the funds'
officers are satisfied that the best execution is obtained, the sale of fund
shares, as well as shares of other funds in the Franklin Templeton Group of
Funds, may also be considered a factor in the selection of broker-dealers to
execute the funds' portfolio transactions.
If purchases or sales of securities of the funds and one or more other
investment companies or clients supervised by Advisers are considered at or
about the same time, transactions in these securities will be allocated among
the several investment companies and clients in a manner deemed equitable to all
by Advisers, taking into account the respective sizes of the funds and the
amount of securities to be purchased or sold. In some cases this procedure could
have a detrimental effect on the price or volume of the security so far as the
funds are concerned. In other cases it is possible that the ability to
participate in volume transactions may improve execution and reduce transaction
costs to the funds.
During the fiscal years ended February 28, 1998, February 28, 1997 and February
29, 1996, the funds paid no brokerage commissions.
As of February 28, 1998, the funds did not own securities of their regular
broker-dealers.
HOW DO I BUY, SELL AND EXCHANGE SHARES?
ADDITIONAL INFORMATION ON BUYING SHARES
The funds continuously offer their shares through Securities Dealers who have an
agreement with Distributors. Securities Dealers may at times receive the entire
sales charge. A Securities Dealer who receives 90% or more of the sales charge
may be deemed an underwriter under the Securities Act of 1933, as amended.
Securities laws of states where the funds offer their shares may differ from
federal law. Banks and financial institutions that sell shares of the funds may
be required by state law to register as Securities Dealers. Financial
institutions or their affiliated brokers may receive an agency transaction fee
in the percentages indicated in the table under "How Do I Buy Shares? - Purchase
Price of Fund Shares" in the Prospectus.
When you buy shares, if you submit a check or a draft that is returned unpaid to
a fund we may impose a $10 charge against your account for each returned item.
Under agreements with certain banks in Taiwan, Republic of China, the funds'
shares are available to these banks' trust accounts without a sales charge. The
banks may charge service fees to their customers who participate in the trusts.
A portion of these service fees may be paid to Distributors or one of its
affiliates to help defray expenses of maintaining a service office in Taiwan,
including expenses related to local literature fulfillment and communication
facilities.
Class I shares of the funds may be offered to investors in Taiwan through
securities advisory firms known locally as Securities Investment Consulting
Enterprises. In conformity with local business practices in Taiwan, Class I
shares may be offered with the following schedule of sales charges:
SALES
SIZE OF PURCHASE - U.S. DOLLARS CHARGE
- --------------------------------------------------
Under $30,000 ....................... 3%
$30,000 but less than $100,000 ...... 2%
$100,000 but less than $400,000 ..... 1%
$400,000 or more .................... 0%
OTHER PAYMENTS TO SECURITIES DEALERS. Distributors may pay the following
commissions, out of its own resources, to Securities Dealers who initiate and
are responsible for purchases of Class I shares of $1 million or more: 0.75% on
sales of $1 million to $2 million, plus 0.60% on sales over $2 million to $3
million, plus 0.50% on sales over $3 million to $50 million, plus 0.25% on sales
over $50 million to $100 million, plus 0.15% on sales over $100 million. These
breakpoints are reset every 12 months for purposes of additional purchases.
Distributors and/or its affiliates provide financial support to various
Securities Dealers that sell shares of the Franklin Templeton Group of Funds.
This support is based primarily on the amount of sales of fund shares. The
amount of support may be affected by: total sales; net sales; levels of
redemptions; the proportion of a Securities Dealer's sales and marketing efforts
in the Franklin Templeton Group of Funds; a Securities Dealer's support of, and
participation in, Distributors' marketing programs; a Securities Dealer's
compensation programs for its registered representatives; and the extent of a
Securities Dealer's marketing programs relating to the Franklin Templeton Group
of Funds. Financial support to Securities Dealers may be made by payments from
Distributors' resources, from Distributors' retention of underwriting
concessions and, in the case of funds that have Rule 12b-1 plans, from payments
to Distributors under such plans. In addition, certain Securities Dealers may
receive brokerage commissions generated by fund portfolio transactions in
accordance with the NASD's rules.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin Templeton
Funds and are afforded the opportunity to speak with portfolio managers.
Invitation to these meetings is not conditioned on selling a specific number of
shares. Those who have shown an interest in the Franklin Templeton Funds,
however, are more likely to be considered. To the extent permitted by their
firm's policies and procedures, registered representatives' expenses in
attending these meetings may be covered by Distributors.
LETTER OF INTENT. You may qualify for a reduced sales charge when you buy Class
I shares, as described in the Prospectus. At any time within 90 days after the
first investment that you want to qualify for a reduced sales charge, you may
file with the fund a signed shareholder application with the Letter of Intent
section completed. After the Letter is filed, each additional investment will be
entitled to the sales charge applicable to the level of investment indicated on
the Letter. Sales charge reductions based on purchases in more than one Franklin
Templeton Fund will be effective only after notification to Distributors that
the investment qualifies for a discount. Your holdings in the Franklin Templeton
Funds acquired more than 90 days before the Letter is filed will be counted
towards completion of the Letter, but they will not be entitled to a retroactive
downward adjustment in the sales charge. Any redemptions you make 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 on the amount actually purchased (less
redemptions) during the period. If you execute a Letter before a change in the
sales charge structure of the fund, you may complete the Letter at the lower of
the new sales charge structure or the sales charge structure in effect at the
time the Letter was filed.
As mentioned in the Prospectus, five percent (5%) of the amount of the total
intended purchase will be reserved in Class I shares of the fund registered in
your name until you fulfill the Letter. If the amount of your total purchases,
less redemptions, equals the amount specified under the Letter, the reserved
shares will be deposited to an account in your name or delivered to you or as
you direct. If the amount of your total purchases, less redemptions, exceeds the
amount specified under the Letter and is an amount that would qualify for a
further quantity discount, a retroactive price adjustment will be made by
Distributors and the Securities 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 amount of your total purchases, less
redemptions, is less than the amount specified under the Letter, you 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 that would have applied to
the aggregate purchases if the total of the purchases had been made at a single
time. Upon remittance, the reserved shares held for your account will be
deposited to an account in your name or delivered to you or as you direct. If
within 20 days after written request the difference in sales charge is not paid,
the redemption of an appropriate number of reserved shares to realize the
difference will be made. In the event of a total redemption of the account
before fulfillment of the Letter, the additional sales charge due will be
deducted from the proceeds of the redemption, and the balance will be forwarded
to you.
ADDITIONAL INFORMATION ON EXCHANGING SHARES
If you request the exchange of the total value of your account, accrued but
unpaid income dividends and capital gain distributions will be reinvested in the
fund at the Net Asset Value on the date of the exchange, and then the entire
share balance will be exchanged into the new fund. Backup withholding and
information reporting may apply. Information regarding the possible tax
consequences of an exchange is included in the tax section in this SAI and in
the Prospectus.
If a substantial number of shareholders should, within a short period, sell
their shares of the fund under the exchange privilege, the fund might have to
sell portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the exchange
privilege may result in periodic large inflows of money. If this occurs, it is
each fund's general policy to initially invest this money in short-term,
tax-exempt municipal securities, unless it is believed that attractive
investment opportunities consistent with the fund's investment goals exist
immediately. This money will then be withdrawn from the short-term, tax-exempt
municipal securities and invested in portfolio securities in as orderly a manner
as is possible when attractive investment opportunities arise.
The proceeds from the sale of shares of an investment company are generally not
available until the seventh day following the sale. The funds you are seeking to
exchange into may delay issuing shares pursuant to an exchange until that
seventh day. The sale of fund shares to complete an exchange will be effected at
Net Asset Value at the close of business on the day the request for exchange is
received in proper form. Please see "May I Exchange Shares for Shares of Another
Fund?" in the Prospectus.
ADDITIONAL INFORMATION ON SELLING SHARES
SYSTEMATIC WITHDRAWAL PLAN. There are no service charges for establishing or
maintaining a systematic withdrawal plan. Payments under the plan will be made
from the redemption of an equivalent amount of shares in your account, generally
on the 25th day of the month in which a payment is scheduled. If the 25th falls
on a weekend or holiday, we will process the redemption on the next business
day.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust the
shares in your account if payments exceed distributions received from the fund.
This is especially likely to occur if there is a market decline. If a withdrawal
amount exceeds the value of your account, your account will be closed and the
remaining balance in your account will be sent to you. Because the amount
withdrawn under the plan may be more than your actual yield or income, part of
the payment may be a return of your investment.
The fund may discontinue a systematic withdrawal plan by notifying you in
writing and will automatically discontinue a systematic withdrawal plan if all
shares in your account are withdrawn or if the fund receives notification of the
shareholder's death or incapacity.
THROUGH YOUR SECURITIES DEALER. If you sell shares through your Securities
Dealer, it is your dealer's responsibility to transmit the order to the fund in
a timely fashion. Any loss to you resulting from your dealer's failure to do so
must be settled between you and your Securities Dealer.
REDEMPTIONS IN KIND. Each fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the value
of the fund's net assets at the beginning of the 90-day period. This commitment
is irrevocable without the prior approval of the SEC. In the case of redemption
requests in excess of these amounts, the Board reserves the right to make
payments in whole or in part in securities or other assets of the fund, in case
of an emergency, or if the payment of such a redemption in cash would be
detrimental to the existing shareholders of the fund. In these circumstances,
the securities distributed would be valued at the price used to compute the
fund's net assets and you may incur brokerage fees in converting the securities
to cash. The funds do not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
GENERAL INFORMATION
If dividend checks are returned to the funds marked "unable to forward" by the
postal service, we will consider this a request by you to change your dividend
option to reinvest all distributions. The proceeds will be reinvested in
additional shares at Net Asset Value until we receive new instructions.
Distribution or redemption checks sent to you do not earn interest or any other
income during the time the checks remain uncashed. Neither the funds nor their
affiliates will be liable for any loss caused by your failure to cash such
checks. The funds are not responsible for tracking down uncashed checks, unless
a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to find
you from your account. These costs may include a percentage of the account when
a search company charges a percentage fee in exchange for its location services.
All checks, drafts, wires and other payment mediums used to buy or sell shares
of a fund must be denominated in U.S. dollars. We may, in our sole discretion,
either (a) reject any order to buy or sell shares denominated in any other
currency or (b) honor the transaction or make adjustments to your account for
the transaction as of a date and with a foreign currency exchange factor
determined by the drawee bank.
SPECIAL SERVICES. Investor Services may pay certain financial institutions that
maintain omnibus accounts with the funds on behalf of numerous beneficial owners
for recordkeeping operations performed with respect to such owners. For each
beneficial owner in the omnibus account, a fund may reimburse Investor Services
an amount not to exceed the per account fee that the fund normally pays Investor
Services. These financial institutions may also charge a fee for their services
directly to their clients.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
HOW ARE FUND SHARES VALUED?
We calculate the Net Asset Value per share as of the close of the NYSE, normally
1:00 p.m. Pacific time, each day that the NYSE is open for trading. As of the
date of this SAI, the funds are informed that the NYSE observes the following
holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
For the purpose of determining the aggregate net assets of each fund, cash and
receivables are valued at their realizable amounts. Interest is recorded as
accrued. Over-the-counter portfolio securities are valued within the range of
the most recent quoted bid and ask prices. Portfolio securities that are traded
both in the over-the-counter market and on a stock exchange are valued according
to the broadest and most representative market as determined by Advisers.
Municipal securities generally trade in the over-the-counter market rather than
on a securities exchange. In the absence of a sale or reported bid and ask
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 municipal
securities.
Generally, trading in U.S. government securities and money market instruments is
substantially completed each day at various times before the close of the NYSE.
The value of these securities used in computing the Net Asset Value of each
class is determined as of such times. Occasionally, events affecting the values
of these securities may occur between the times at which they are determined and
the close of the NYSE that will not be reflected in the computation of the Net
Asset Value. If events materially affecting the values of these securities occur
during this period, the securities will be valued at their fair value as
determined in good faith by the Board.
Other securities for which market quotations are readily available are valued at
the current market price, which may be obtained from a pricing service, based on
a variety of factors including recent trades, institutional size trading in
similar types of securities (considering yield, risk and maturity) and/or
developments related to specific issues. Securities and other assets for which
market prices are not readily available are valued at fair value as determined
following procedures approved by the Board. With the approval of the Board, the
funds may use a pricing service, bank or Securities Dealer to perform any of the
above described functions.
ADDITIONAL INFORMATION ON
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
DISTRIBUTIONS OF NET INVESTMENT INCOME. By meeting certain requirements of the
Code, each fund has qualified and continues to qualify to pay "exempt-interest
dividends" to shareholders. These dividends are derived from interest income
exempt from regular federal income tax, and are not subject to regular federal
income tax when they are distributed. In addition, to the extent that
exempt-interest dividends are derived from interest on obligations of a state or
its political subdivisions, or from interest on qualifying U.S. territorial
obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands or Guam), they will also be exempt from that state's personal income
taxes. A state generally does not grant tax-free treatment to interest on state
and municipal securities of other states.
At the end of each calendar year, each fund in which you are a shareholder will
provide you with the percentage of any dividends paid that may qualify for
tax-free treatment on your personal income tax return. You should consult with
your personal tax advisor to determine the application of your state and local
laws to these distributions. Corporate shareholders should consult with their
corporate tax advisors about whether any of their distributions may be exempt
from corporate income or franchise taxes. For more information, please see
"Appendices - State Tax Treatment."
A fund may earn taxable income on any temporary investments, on the discount
from stripped obligations or their coupons, on income from securities loans or
other taxable transactions, on the excess of short-term capital gains over
long-term capital losses earned by the fund ("net short-term capital gain"), or
on ordinary income derived from the sale of market discount bonds. Any
distributions by a fund from such income will be taxable to you as ordinary
income, whether you take them in cash or additional shares.
From time to time, a fund may buy a tax-exempt bond in the secondary market for
a price that is less than the principal amount of the bond. This discount is
called market discount if it exceeds a de minimis amount of discount under the
Code. For market discount bonds purchased after April 30, 1993, a portion of the
gain on sale or disposition (not to exceed the accrued portion of market
discount at the time of the sale) is treated as ordinary income rather than
capital gain. Any distribution by a fund of market discount income will be
taxable as ordinary income to you. A fund may elect in any fiscal year not to
distribute to you its taxable ordinary income and to pay a federal income or
excise tax on this income at the fund level. In any case, the amount of market
discount, if any, is expected to be small.
DISTRIBUTIONS OF CAPITAL GAINS. A fund may derive capital gains and losses in
connection with sales or other dispositions of its portfolio securities.
Distributions derived from the excess of net short-term capital gain over net
long-term capital loss will be taxable to you as ordinary income. Distributions
paid from long-term capital gains realized by a fund will be taxable to you as
long-term capital gain, regardless of how long you have held your shares in the
fund. Any net short-term or long-term capital gains realized by a fund (net of
any capital loss carryovers) generally will be distributed once each year, and
may be distributed more frequently, if necessary, in order to reduce or
eliminate federal excise or income taxes on the fund.
Under the Taxpayer Relief Act of 1997 (the "1997 Act"), a fund is required to
report the capital gain distributions paid to you from gains realized on the
sale of portfolio securities using the following categories:
"28% RATE GAINS": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than one year but not more than 18 months, and
securities sold by a fund before May 7, 1997 that were held for more than one
year. These gains will be taxable to individual investors at a maximum rate of
28%.
"20% RATE GAINS": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than 18 months, and under a transitional rule,
securities sold by a fund between May 7 and July 28, 1997 (inclusive) that were
held for more than one year. These gains will be taxable to individual investors
at a maximum rate of 20% for individual investors in the 28% or higher federal
income tax brackets, and at a maximum rate of 10% for investors in the 15%
federal income tax bracket.
The 1997 Act also provides for a new maximum rate of tax on capital gains of 18%
for individuals in the 28% or higher federal income tax brackets and 8% for
individuals in the 15% federal income tax bracket for "qualified 5-year gains."
For individuals in the 15% bracket, qualified 5-year gains are net gains on
securities held for more than five years that are sold after December 31, 2000.
For individuals who are subject to tax at higher rates, qualified 5-year gains
are net gains on securities that are purchased after December 31, 2000 and are
held for more than five years. Taxpayers subject to tax at the higher rates may
also make an election for shares held on January 1, 2001 to recognize gain on
their shares in order to qualify such shares as qualified 5-year property.
Each fund in which you are a shareholder will advise you at the end of each
calendar year of the amount of its capital gain distributions paid during the
calendar year that qualify for these maximum federal tax rates. Additional
information on reporting these distributions on your personal income tax returns
is available in Franklin Templeton's Tax Information Handbook. This handbook has
been revised to include 1997 Act tax law changes. Please call Fund Information
to request a copy. Questions about your personal tax reporting should be
addressed to your personal tax advisor.
CERTAIN DISTRIBUTIONS PAID IN JANUARY. Distributions of taxable income, if any,
which are declared in October, November or December to shareholders of record in
such month, and paid to you in January of the following year, will be treated
for tax purposes as if they had been received by you on December 31 of the year
in which they were declared. A fund will report this income to you on your Form
1099-DIV for the year in which these distributions were declared. You will
receive a Form 1099-DIV only for calendar years in which a fund has made a
distribution to you of taxable ordinary income or capital gain.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS. Each fund in which you are a
shareholder will inform you of the amount and character of your distributions at
the time they are paid, and will shortly after the close of each calendar year
advise you of the tax status for federal income tax purposes of such
distributions, including the portion of the distributions that on average
comprise taxable income or interest income that is a tax preference item under
the alternative minimum tax. If you have not held fund shares for a full year,
you may have designated as taxable, tax-exempt or as a tax preference a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the fund.
TAXES
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY. Each fund has elected to
be treated as a regulated investment company under Subchapter M of the Code, has
qualified as such for its most recent fiscal year, and intends to so qualify
during the current fiscal year. The Board reserves the right not to maintain the
qualification of a fund as a regulated investment company if it determines such
course of action to be beneficial to shareholders. In such case, the fund will
be subject to federal, and possibly state, corporate taxes on its taxable income
and gains, and distributions to you will be taxed as ordinary dividend income to
the extent of the fund's available earnings and profits.
In order to qualify as a regulated investment company for tax purposes, each
fund must meet certain specific requirements, including:
o The fund must maintain a diversified portfolio of securities, wherein no
security (other than U.S. government securities and securities of other
regulated investment companies) can exceed 25% of the fund's total assets,
and, with respect to 50% of a fund's total assets, no investment (other
than cash and cash items, U.S. government securities and securities of
other regulated investment companies) can exceed 5% of the fund's total
assets;
o The fund must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the
sale or disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies; and
o The fund must distribute to its shareholders at least 90% of its net
investment income and net tax-exempt income for each of its fiscal years.
EXCISE TAX DISTRIBUTION REQUIREMENTS. The Code requires a fund to distribute at
least 98% of its taxable ordinary income earned during the calendar year and 98%
of its capital gain net income earned during the twelve month period ending
October 31 (in addition to undistributed amounts from the prior year) to you by
December 31 of each year in order to avoid federal excise taxes. Each fund
intends to declare and pay sufficient dividends in December (or in January that
are treated by you as received in December) but does not guarantee and can give
no assurances that its distributions will be sufficient to eliminate all such
taxes.
REDEMPTION OF FUND SHARES. Redemptions and exchanges of fund shares are taxable
transactions for federal and state income tax purposes. The tax law requires
that you recognize a gain or loss in an amount equal to the difference between
your tax basis and the amount you received in exchange for your shares, subject
to the rules described below. If you hold your shares as a capital asset, the
gain or loss that you realize will be capital gain or loss, and will be
long-term for federal income tax purposes if you have held your shares for more
than one year at the time of redemption or exchange. Any loss incurred on the
redemption or exchange of shares held for six months or less will be disallowed
to the extent of any exempt-interest dividends distributed to you with respect
to your shares in a fund and any remaining loss will be treated as a long-term
capital loss to the extent of any long-term capital gains distributed to you by
a fund on those shares. The holding periods and categories of capital gain that
apply under the 1997 Act are described above in the "Distributions" section.
All or a portion of any loss that you realize upon the redemption of your fund
shares will be disallowed to the extent that you buy other shares in the fund
(through reinvestment of dividends or otherwise) within 30 days before or after
your share redemption. Any loss disallowed under these rules will be added to
your tax basis in the new shares you buy.
DEFERRAL OF BASIS. All or a portion of the sales charge that you paid for your
shares in a fund will be excluded from your tax basis in any of the shares sold
within 90 days of their purchase (for the purpose of determining gain or loss
upon the sale of such shares) if you reinvest the sales proceeds in the fund or
in another of the Franklin Templeton Funds, and the sales charge that would
otherwise apply to your reinvestment is reduced or eliminated. The portion of
the sales charge excluded from your tax basis in the shares sold will equal the
amount that the sales charge is reduced on your reinvestment. Any portion of the
sales charge excluded from your tax basis in the shares sold will be added to
the tax basis of the shares you acquire from your reinvestment.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS. Because each fund's income is
derived primarily from interest rather than dividends, no portion of its
distributions will generally be eligible for the corporate dividends-received
deduction. None of the dividends paid by the funds for the most recent fiscal
year qualified for such deduction, and it is anticipated that none of the
current year's dividends will so qualify.
TREATMENT OF PRIVATE ACTIVITY BOND INTEREST. The interest on bonds issued to
finance essential state and local government operations is generally tax-exempt,
and distributions paid from this interest income will generally qualify as an
exempt-interest dividend. Interest on certain non-essential or "private activity
bonds" (including those for housing and student loans) issued after August 7,
1986, while still exempt from regular federal income tax, is a preference item
for taxpayers in determining their alternative minimum tax under the Code and
under the income tax provisions of several states. Private activity bond
interest could subject you to or increase your liability under federal and state
alternative minimum taxes, depending on your individual or corporate tax
position.
Consistent with each fund's investment goals, each fund may acquire such private
activity bonds if, in Advisers' opinion, such bonds represent the most
attractive investment opportunity then available to the fund. Persons who are
defined in the Code as "substantial users" (or persons related to such users) of
facilities financed by private activity bonds should consult with their tax
advisors before buying shares in the fund.
The Code also imposes certain limitations and restrictions on the use of
tax-exempt bond financing for non-governmental business activities, such as on
activities financed by certain industrial development or private activity bonds.
Some of these bonds, including bonds for sports arenas, parking facilities, and
pollution control facilities, are generally not tax-exempt because they
generally do not pay tax-exempt interest.
INVESTMENTS IN ORIGINAL ISSUE DISCOUNT (OID) AND MARKET DISCOUNT BONDS. To the
extent a fund invests in zero coupon bonds, bonds issued or acquired at a
discount, delayed interest bonds, or bonds that provide for payment of
interest-in-kind (PIK), the fund may have to recognize income and make
distributions to you before its receipt of cash payments. Zero coupon and
delayed interest bonds are normally issued at a discount and are therefore
generally subject to tax reporting as OID obligations. A fund is required to
accrue as income a portion of the discount at which these securities were
issued, and to distribute such income each year (as ordinary dividends) in order
to maintain its qualification as a regulated investment company and to avoid
income reporting and excise taxes at the fund level. PIK bonds are subject to
similar tax rules concerning the amount, character and timing of income required
to be accrued by a fund. Bonds acquired in the secondary market for a price less
than their stated redemption price, or revised issue price in the case of a bond
having OID, are said to have been acquired with market discount. For these
bonds, a fund may elect to accrue market discount on a current basis, in which
case the fund will be required to distribute any such accrued discount. If a
fund does not elect to accrue market discount into income currently, gain
recognized on sale will be recharacterized as ordinary income instead of capital
gain to the extent of any accumulated market discount on the obligation.
DEFAULTED OBLIGATIONS. A fund may be required to accrue income on defaulted
obligations and to distribute such income to you even though it is not currently
receiving interest or principal payments on such obligations. In order to
generate cash to satisfy these distribution requirements, a fund may be required
to dispose of portfolio securities that it otherwise would have continued to
hold or to use cash flows from other sources such as the sale of fund shares.
THE FUNDS' UNDERWRITER
Pursuant to an underwriting agreement, Distributors acts as principal
underwriter in a continuous public offering of each fund's shares. The
underwriting agreement will continue in effect for successive annual periods if
its continuance is specifically approved at least annually by a vote of the
Board or by a vote of the holders of a majority of the fund's outstanding voting
securities, and in either event by a majority vote of the Board members who are
not parties to the underwriting agreement or interested persons of any such
party (other than as members of the Board), cast in person at a meeting called
for that purpose. The underwriting agreement terminates automatically in the
event of its assignment and may be terminated by either party on 90 days'
written notice.
Distributors pays the expenses of the distribution of fund shares, including
advertising expenses and the costs of printing sales material and prospectuses
used to offer shares to the public. Each fund pays the expenses of preparing and
printing amendments to its registration statements and prospectuses (other than
those necessitated by the activities of Distributors) and of sending
prospectuses to existing shareholders.
The table below shows the aggregate underwriting commissions received by
Distributors in connection with the offering of each fund's shares, the net
underwriting discounts and commissions retained by Distributors after allowances
to dealers, and the amounts received by Distributors in connection with
redemptions or repurchases of shares for the fiscal years ended February 28,
1998, February 28, 1997 and February 29, 1996.
<TABLE>
<CAPTION>
AMOUNT
RECEIVED IN
CONNECTION
TOTAL AMOUNT WITH
COMMISSIONS RETAINED BY REDEMPTIONS OR
RECEIVED DISTRIBUTORS REPURCHASES
- ------------------------------------------------------------------------------------
1998
<S> <C> <C> <C>
Arizona Fund....................... $ 444,372 $ 30,899 $ 0
Florida Fund....................... 643,277 42,185 0
Insured Fund....................... 3,458,998 223,393 9,982
Massachusetts Fund................. 971,661 60,293 4,495
Michigan Fund...................... 2,762,586 167,731 18,468
Minnesota Fund..................... 1,114,812 67,354 1,216
Ohio Fund.......................... 2,325,085 145,477 6,228
1997
<S> <C> <C> <C>
Arizona Fund....................... $ 325,449 $ 20,962 $ 0
Florida Fund ...................... 471,751 30,514 0
Insured Fund ...................... 3,651,499 232,191 6,263
Massachusetts Fund ................ 996,784 64,688 1,328
Michigan Fund ..................... 3,025,658 186,288 7,786
Minnesota Fund .................... 1,061,069 65,580 2,804
Ohio Fund ......................... 2,389,162 144,651 9,688
1996
<S> <C> <C> <C>
Arizona Fund ...................... $ 354,716 $ 23,459 $ 0
Florida Fund ...................... 529,386 35,378 7,440
Insured Fund ...................... 3,860,342 257,256 1,217
Massachusetts Fund ................ 907,321 59,564 0
Michigan Fund ..................... 1,214,412 241,446 2,150
Minnesota Fund .................... 1,213,674 77,132 0
Ohio Fund ......................... 2,230,958 138,652 0
</TABLE>
Distributors may be entitled to reimbursement under the Rule 12b-1 plan for each
class, as discussed below. Except as noted, Distributors received no other
compensation from the funds for acting as underwriter.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 plans" that
were adopted pursuant to Rule 12b-1 of the 1940 Act.
ARIZONA AND FLORIDA PLANS. Under their plans, the Arizona and Florida funds may
each pay up to a maximum of 0.15% per year of their average daily net assets,
payable quarterly, for expenses incurred in the promotion and distribution of
their shares.
The Class I Plans. Under the Class I plan of each fund, except the Arizona and
Florida funds, the fund may pay up to a maximum of 0.10% per year of Class I's
average daily net assets, payable quarterly, for expenses incurred in the
promotion and distribution of Class I shares.
In implementing the Class I plans, the Board has determined that the annual fees
payable under each plan will be equal to the sum of: (i) the amount obtained by
multiplying 0.10% by the average daily net assets represented by Class I shares
of the fund that were acquired by investors on or after May 1, 1994, the
effective date of the plan ("New Assets"), and (ii) the amount obtained by
multiplying 0.05% by the average daily net assets represented by Class I shares
of the fund that were acquired before May 1, 1994 ("Old Assets"). These fees
will be paid to the current Securities Dealer of record on the account. In
addition, until such time as the maximum payment of 0.10% is reached on a yearly
basis, up to an additional 0.02% will be paid to Distributors under the plan.
When the fund reaches $4 billion in assets, the amount to be paid to
Distributors will be reduced from 0.02% to 0.01%. The payments made to
Distributors will be used by Distributors to defray other marketing expenses
that have been incurred in accordance with the plan, such as advertising.
THE FEE IS A CLASS I EXPENSE. This means that all Class I shareholders,
regardless of when they purchased their shares, will bear Rule 12b-1 expenses at
the same rate. The initial rate will be at least 0.07% (0.05% plus 0.02%) of the
average daily net assets of Class I and, as Class I shares are sold on or after
May 1, 1994, will increase over time. Thus, as the proportion of Class I shares
purchased on or after May 1, 1994, increases in relation to outstanding Class I
shares, the expenses attributable to payments under the plan will also increase
(but will not exceed 0.10% of average daily net assets). While this is the
currently anticipated calculation for fees payable under the Class I plans, each
plan permits the Board to allow the fund to pay a full 0.10% on all assets at
any time. The approval of the Board would be required to change the calculation
of the payments to be made under the Class I plans.
The Class I plans do not permit unreimbursed expenses incurred in a particular
year to be carried over to or reimbursed in later years.
THE CLASS II PLANS. Under the Class II plans, each fund pays Distributors up to
0.50% per year of Class II's average daily net assets, payable quarterly, for
distribution and related expenses. These fees may be used to compensate
Distributors or others for providing distribution and related services and
bearing certain Class II expenses. All distribution expenses over this amount
will be borne by those who have incurred them without reimbursement by the fund.
Under the Class II plans, each fund also pays an additional 0.15% per year of
Class II's average daily net assets, payable quarterly, as a servicing fee.
ALL PLANS. In addition to the payments that Distributors or others are entitled
to under each plan, each plan also provides that to the extent the fund,
Advisers or Distributors or other parties on behalf of the fund, Advisers or
Distributors make payments that are deemed to be for the financing of any
activity primarily intended to result in the sale of shares of each class within
the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed
to have been made pursuant to the plan. The terms and provisions of each plan
relating to required reports, term, and approval are consistent with Rule 12b-1.
In no event shall the aggregate asset-based sales charges, which include
payments made under each plan, plus any other payments deemed to be made
pursuant to a plan, exceed the amount permitted to be paid under the rules of
the NASD.
To the extent fees are for distribution or marketing functions, as distinguished
from administrative servicing or agency transactions, certain banks will not be
entitled to participate in the plans as a result of applicable federal law
prohibiting certain banks from engaging in the distribution of mutual fund
shares. These banking institutions, however, are permitted to receive fees under
the plans for administrative servicing or for agency transactions. If you are a
customer of a bank that is prohibited from providing these services, you would
be permitted to remain a shareholder of the fund, and alternate means for
continuing the servicing would be sought. In this event, changes in the services
provided might occur and you might no longer be able to avail yourself of any
automatic investment or other services then being provided by the bank. It is
not expected that you would suffer any adverse financial consequences as a
result of any of these changes.
Each plan has been approved in accordance with the provisions of Rule 12b-1. The
plans are renewable annually by a vote of the Board, including a majority vote
of the Board members who are not interested persons of the fund and who have no
direct or indirect financial interest in the operation of the plans, cast in
person at a meeting called for that purpose. It is also required that the
selection and nomination of such Board members be done by the non-interested
members of the Board. The plans and any related agreement may be terminated at
any time, without penalty, by vote of a majority of the non-interested Board
members on not more than 60 days' written notice, by Distributors on not more
than 60 days' written notice, by any act that constitutes an assignment of the
management agreement with Advisers or by vote of a majority of the outstanding
shares of the class. The Arizona and Florida plans may also be terminated by any
act that constitutes an assignment of the underwriting agreement with
Distributors. Distributors or any dealer or other firm may also terminate their
respective distribution or service agreement at any time upon written notice.
The plans and any related agreements may not be amended to increase materially
the amount to be spent for distribution expenses without approval by a majority
of the outstanding shares of the class, and all material amendments to the plans
or any related agreements shall be approved by a vote of the non-interested
members of the Board, cast in person at a meeting called for the purpose of
voting on any such amendment.
Distributors is required to report in writing to the Board at least quarterly on
the amounts and purpose of any payment made under the plans and any related
agreements, as well as to furnish the Board with such other information as may
reasonably be requested in order to enable the Board to make an informed
determination of whether the plans should be continued.
For the fiscal year ended February 28, 1998, Distributors' eligible expenditures
for advertising, printing, and payments to underwriters and broker-dealers
pursuant to the plans and the amounts the fund paid Distributors under the plans
were as follows:
<TABLE>
<CAPTION>
DISTRIBUTORS' AMOUNT
ELIGIBLE PAID
EXPENSES BY FUND
- -------------------------------------------------------------------------------------
<S> <C> <C>
Arizona Fund ......................... $ 77,997 $ 45,494
Florida Fund ......................... 123,638 86,539
Insured Fund -
Class I ............................. 1,397,555 1,356,340
Insured Fund -
Class II ............................ 310,486 184,564
Massachusetts Fund -
Class I ............................. 339,617 271,872
Massachusetts Fund -
Class II ............................ 109,453 59,910
Michigan Fund -
Class I ............................. 1,011,866 947,333
Michigan Fund -
Class II............................ 245,508 160,660
Minnesota Fund -
Class I ............................. 439,436 402,795
Minnesota Fund -
Class II ............................ 77,003 44,063
Ohio Fund - Class I .................. 664,537 610,310
Ohio Fund - Class II ................. 212,863 128,927
</TABLE>
HOW DO THE FUNDS MEASURE PERFORMANCE?
Performance quotations are subject to SEC rules. These rules require the use of
standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by a fund be accompanied by
certain standardized performance information computed as required by the SEC.
Average annual total return and current yield quotations used by the funds are
based on the standardized methods of computing performance mandated by the SEC.
If a Rule 12b-1 plan is adopted, performance figures reflect fees from the date
of the plan's implementation. An explanation of these and other methods used by
the funds to compute or express performance follows. Regardless of the method
used, past performance does not guarantee future results, and is an indication
of the return to shareholders only for the limited historical period used.
TOTAL RETURN
AVERAGE ANNUAL TOTAL RETURN. Average annual total return is determined by
finding the average annual rates of return over the periods indicated below that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes the maximum front-end sales charge is deducted
from the initial $1,000 purchase, and income dividends and capital gain
distributions are reinvested at Net Asset Value. The quotation assumes the
account was completely redeemed at the end of each period and the deduction of
all applicable charges and fees. If a change is made to the sales charge
structure, historical performance information will be restated to reflect the
maximum front-end sales charge currently in effect.
The average annual total return for each class for the indicated periods ended
February 28, 1998, was as follows:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
--------------------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arizona Fund ............. 04/30/93 4.78% -% -% 5.92%
Florida Fund ............. 04/30/93 5.30 - - 5.22
Insured Fund - Class I ... 04/03/85 3.49 5.02 7.30 8.14
Insured Fund - Class II .. 05/01/95 5.49 - - 6.38
Massachusetts Fund - Class I 04/03/85 3.91 5.15 7.02 7.44
Massachusetts Fund - Class II 05/01/95 5.76 - - 6.46
Michigan Fund - Class I .. 04/03/85 3.79 5.13 7.19 7.79
Michigan Fund - Class II . 05/01/95 5.65 - - 6.55
Minnesota Fund - Class I . 04/03/85 3.05 4.65 6.80 7.73
Minnesota Fund - Class II 05/01/95 4.99 - - 5.83
Ohio Fund - Class I ...... 04/03/85 3.63 5.10 7.24 7.82
Ohio Fund - Class II ..... 05/01/95 5.63 - - 6.61
</TABLE>
These figures were calculated according to the SEC formula:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of each period at the end of each period
CUMULATIVE TOTAL RETURN. Like average annual total return, cumulative total
return assumes the maximum front-end sales charge is deducted from the initial
$1,000 purchase, and income dividends and capital gain distributions are
reinvested at Net Asset Value. Cumulative total return, however, is based on the
actual return for a specified period rather than on the average return over the
periods indicated above. The cumulative total return for each class for the
indicated periods ended February 28, 1998, was as follows:
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
------------------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arizona Fund ............. 04/30/93 4.78% -% -% 32.02%
Florida Fund ............. 04/30/93 5.30 - - 27.87
Insured Fund - Class I ... 04/03/85 3.49 27.74 102.31 174.48
Insured Fund - Class II .. 05/01/95 5.49 - - 19.15
Massachusetts Fund - Class I 04/03/85 3.91 28.52 97.17 152.36
Massachusetts Fund - Class II 05/01/95 5.76 - - 19.40
Michigan Fund - Class I .. 04/03/85 3.79 28.43 100.25 163.19
Michigan Fund - Class II . 05/01/95 5.65 - - 19.66
Minnesota Fund - Class I . 04/03/85 3.05 25.51 93.00 161.55
Minnesota Fund - Class II 05/01/95 4.99 - - 17.39
Ohio Fund - Class I ...... 04/03/85 3.63 28.25 101.11 164.30
Ohio Fund - Class II ..... 05/01/95 5.63 - - 19.86
</TABLE>
YIELD
CURRENT YIELD. Current yield of each class shows the income per share earned by
a fund. It is calculated by dividing the net investment income per share of each
class earned during a 30-day base period by the applicable maximum Offering
Price per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all shareholders of
the class during the base period. The yield for each class for the 30-day period
ended February 28, 1998, was as follows:
YIELD
---------------------
CLASS I CLASS II
- ---------------------------------------------------------------------
Arizona Fund ............................. 4.34% -%
Florida Fund ............................. 4.30 -
Insured Fund ............................. 4.06 3.63
Massachusetts Fund ....................... 4.04 3.63
Michigan Fund ............................ 4.04 3.61
Minnesota Fund ........................... 4.04 3.61
Ohio Fund ................................ 4.06 3.63
These figures were obtained using the following SEC formula:
6
Yield = 2 [(A-B + 1) - 1]
---
cd
where:
a = interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that were
entitled to receive dividends
d = the maximum Offering Price per share on the last day of the period
TAXABLE-EQUIVALENT YIELD. The funds may also quote a taxable-equivalent yield
for each class that shows the before-tax yield that would have to be earned from
a taxable investment to equal the yield for the class. Taxable-equivalent yield
is computed by dividing the portion of the class' yield that is tax-exempt by
one minus the highest applicable federal or combined federal and state income
tax rate and adding the product to the portion of the class' yield that is not
tax-exempt, if any. The taxable-equivalent yield for each class for the 30-day
period ended February 28, 1998, was as follows:
TAXABLE-
EQUIVALENT YIELD
--------------------
CLASS I CLASS I
- --------------------------------------------------------------------
Arizona Fund ....................... 7.58% -%
Florida Fund ....................... 7.12 -
Insured Fund ....................... 6.72 6.01
Massachusetts Fund ................. 7.60 6.83
Michigan Fund ...................... 7.00 6.25
Minnesota Fund ..................... 7.31 6.53
Ohio Fund .......................... 7.24 6.48
As of February 28, 1998, the federal and combined federal and state income tax
rates upon which the taxable-equivalent yield quotations are based were as
follows:
COMBINED RATE*
- -------------------------------------------
Arizona................... 42.7%
Florida .................. 39.6
Insured .................. 39.6
Massachusetts ............ 46.8
Michigan ................. 42.3
Minnesota ................ 44.7
Ohio ..................... 43.9
*Based on the maximum combined state and 39.6% federal tax rate.
From time to time, as any changes to the rates become effective,
taxable-equivalent yield quotations advertised by the funds will be updated to
reflect these changes. The funds expect updates may be necessary as tax rates
are changed by federal and state governments. The advantage of tax-free
investments, like the funds, will be enhanced by any tax rate increases.
Therefore, the details of specific tax increases may be used in sales material
for the funds.
CURRENT DISTRIBUTION RATE
Current yield and taxable-equivalent yield, which are calculated according to a
formula prescribed by the SEC, are not indicative of the amounts which were or
will be paid to shareholders. Amounts paid to shareholders are reflected in the
quoted current distribution rate or taxable-equivalent distribution rate. The
current distribution rate is usually computed by annualizing the dividends paid
per share by a class during a certain period and dividing that amount by the
current maximum Offering Price. The current distribution rate differs from the
current yield computation because it may include distributions to shareholders
from sources other than interest, such as short-term capital gains, and is
calculated over a different period of time. The current distribution rate for
each class for the 30-day period ended February 28, 1998, was as follows:
CURRENT
DISTRIBUTION RATE
---------------------
CLASS I CLASS II
- -------------------------------------------------------
Arizona Fund .............. 4.69% -%
Florida Fund .............. 4.74 -
Insured Fund .............. 5.13 4.71
Massachusetts Fund ........ 4.79 4.37
Michigan Fund ............. 4.80 4.35
Minnesota Fund ............ 4.91 4.49
Ohio Fund ................. 4.89 4.46
A taxable-equivalent distribution rate shows the taxable distribution rate
equivalent to the class' current distribution rate. The advertised
taxable-equivalent distribution rate will reflect the most current federal and
state tax rates available to the fund. The taxable-equivalent distribution rate
for each class for the 30-day period ended February 28, 1998, was as follows:
TAXABLE-EQUIVALENT
DISTRIBUTION RATE
---------------------
CLASS I CLASS II
- -------------------------------------------------------
Arizona Fund ................ 8.19% -%
Florida Fund ................ 7.85 -
Insured Fund ................ 8.49 7.80
Massachusetts Fund .......... 9.01 8.22
Michigan Fund ............... 8.31 7.53
Minnesota Fund .............. 8.88 8.12
Ohio Fund ................... 8.72 7.96
VOLATILITY
Occasionally statistics may be used to show a fund's volatility or risk.
Measures of volatility or risk are generally used to compare a fund's Net Asset
Value or performance to a market index. One measure of volatility is beta. Beta
is the volatility of a fund relative to the total market, as represented by an
index considered representative of the types of securities in which the fund
invests. A beta of more than 1.00 indicates volatility greater than the market
and a beta of less than 1.00 indicates volatility less than the market. Another
measure of volatility or risk is standard deviation. Standard deviation is used
to measure variability of Net Asset Value or total return around an average over
a specified period of time. The idea is that greater volatility means greater
risk undertaken in achieving performance.
OTHER PERFORMANCE QUOTATIONS
The funds may also quote the performance of shares without a sales charge. Sales
literature and advertising may quote a current distribution rate, yield,
cumulative total return, average annual total return and other measures of
performance as described elsewhere in this SAI with the substitution of Net
Asset Value for the public Offering Price.
The funds may include in their advertising or sales material information
relating to investment goals and performance results of funds belonging to the
Franklin Templeton Group of Funds. Resources is the parent company of the
advisors and underwriter of the Franklin Templeton Group of Funds.
COMPARISONS
To help you better evaluate how an investment in the funds may satisfy your
investment goal, advertisements and other materials about the funds may discuss
certain measures of fund performance as reported by various financial
publications. Materials may also compare performance (as calculated above) to
performance as reported by other investments, indices, and averages. These
comparisons may include, but are not limited to, the following examples:
a) Salomon Brothers Broad Bond Index or its component indices - measures yield,
price and total return for Treasury, agency, corporate and mortgage bonds.
b) Lehman Brothers Aggregate Bond Index or its component indices - measures
yield, price and total return for Treasury, agency, corporate, mortgage and
Yankee bonds.
c) Lehman Brothers Municipal Bond Index or its component indices - measures
yield, price and total return for the municipal bond market.
d) Bond Buyer 20 Index - an index of municipal bond yields based upon yields of
20 general obligation bonds maturing in 20 years.
e) Bond Buyer 40 Index - an index composed of the yield to maturity of 40 bonds.
The index attempts to track the new-issue market as closely as possible, so it
changes bonds twice a month, adding all new bonds that meet certain requirements
and deleting an equivalent number according to their secondary market trading
activity. As a result, the average par call date, average maturity date, and
average coupon rate can and have changed over time. The average maturity
generally has been about 29-30 years.
f) Financial publications: The WALL STREET JOURNAL, AND BUSINESS WEEK, FINANCIAL
WORLD, FORBES, FORTUNE, and Money magazines - provide performance statistics
over specified time periods.
g) Salomon Brothers Composite High Yield Index or its component indices -
measures yield, price and total return for the Long-Term High-Yield Index,
Intermediate-Term High-Yield Index, and Long-Term Utility High-Yield Index.
h) Historical data supplied by the research departments of CS First Boston
Corporation, the J. P. Morgan companies, Salomon Brothers, Merrill Lynch, Lehman
Brothers and Bloomberg L.P.
i) Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect Morningstar's
assessment of the historical risk-adjusted performance of a fund over specified
time periods relative to other funds within its category.
j) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income Fund
Performance Analysis - measure total return and average current yield for the
mutual fund industry and rank individual mutual fund performance over specified
time periods, assuming reinvestment of all distributions, exclusive of any
applicable sales charges.
From time to time, advertisements or information for the funds may include a
discussion of certain attributes or benefits to be derived from an investment in
the funds. The advertisements or information may include symbols, headlines, or
other material that highlights or summarizes the information discussed in more
detail in the communication.
Advertisements or sales material issued by the funds may also discuss or be
based upon information in a recent issue of the Special Report on Tax Freedom
Day published by the Tax Foundation, a Washington, D.C. based nonprofit research
and public education organization. The report illustrates, among other things,
the annual amount of time the average taxpayer works to satisfy his or her tax
obligations to the federal, state and local taxing authorities.
Advertisements or information may also compare a fund's performance to the
return on CDs or other investments. You should be aware, however, that an
investment in a fund involves the risk of fluctuation of principal value, a risk
generally not present in an investment in a CD issued by a bank. For example, as
the general level of interest rates rise, the value of a fund's fixed-income
investments, as well as the value of its shares that are based upon the value of
such portfolio investments, can be expected to decrease. Conversely, when
interest rates decrease, the value of a fund's shares can be expected to
increase. CDs are frequently insured by an agency of the U.S. government. An
investment in a fund is not insured by any federal, state or private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to the funds' portfolios, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not be
identical to the formula used by the funds to calculate their figures. In
addition, there can be no assurance that the funds will continue their
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The funds may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis in order to have
a projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by the
College Board.) The Franklin Retirement Planning Guide leads you through the
steps to start a retirement savings program. Of course, an investment in a fund
cannot guarantee that these goals will be met.
Each fund is a member of the Franklin Templeton Group of Funds, one of the
largest mutual fund organizations in the U.S., and may be considered in a
program for diversification of assets. Founded in 1947, Franklin, one of the
oldest mutual fund organizations, has managed mutual funds for over 50 years and
now services more than 3 million shareholder accounts. In 1992, Franklin, a
leader in managing fixed-income mutual funds and an innovator in creating
domestic equity funds, joined forces with Templeton, a pioneer in international
investing. The Mutual Series team, known for its value-driven approach to
domestic equity investing, became part of the organization four years later.
Together, the Franklin Templeton Group has over $243 billion in assets under
management for more than 6 million U.S. based mutual fund shareholder and other
accounts. The Franklin Templeton Group of Funds offers 119 U.S. based open-end
investment companies to the public. Each fund may identify itself by its NASDAQ
symbol or CUSIP number.
Franklin is a leader in the tax-free mutual fund industry and manages more than
$48 billion in municipal bond assets for over three quarters of a million
investors. According to Research and Ratings Review, Franklin had one of the
largest staffs of municipal securities analysts in the industry, as of March 31,
1997.
Under current tax laws, municipal securities remain one of the few investments
offering the potential for tax-free income. In 1998, taxes could cost almost $47
on every $100 earned from a fully taxable investment (based on the maximum
combined 39.6% federal tax rate and the highest state tax rate of 12% for 1998).
Franklin tax-free funds, however, offer tax relief through a professionally
managed portfolio of tax-free securities selected based on their yield, quality
and maturity. An investment in a Franklin tax-free fund can provide you with the
potential to earn income free of federal taxes and, depending on the fund, state
and local taxes as well, while supporting state and local public projects.
Franklin tax-free funds may also provide tax-free compounding, when dividends
are reinvested. An investment in Franklin's tax-free funds can grow more rapidly
than similar taxable investments.
Municipal securities are generally considered to be creditworthy, second in
quality only to securities issued or guaranteed by the U.S. government and its
agencies. The market price of such securities, however, may fluctuate. This
fluctuation will have a direct impact on the Net Asset Value of an investment in
a fund.
Currently, there are more mutual funds than there are stocks listed on the NYSE.
While many of them have similar investment goals, no two are exactly alike. As
noted in the Prospectus, shares of the funds are generally sold through
Securities Dealers. Investment representatives of such Securities Dealers are
experienced professionals who can offer advice on the type of investment
suitable to your unique goals and needs, as well as the types of risks
associated with such investment.
As of April 2, 1998, the principal shareholders of the funds, beneficial or of
record, were as follows:
SHARE PER-
NAME AND ADDRESS AMOUNT CENTAGE
- --------------------------------------------------------------------------------
ARIZONA FUND -
CLASS I
Dean Witter FBO 289,925.143 5.3%
Megan W. Delaney
PO Box 909
P.O. Box 250
Church Street Station
New York, NY 10008-0250
MASSACHUSETTS FUND -
CLASS II
Maurice Samuel Vaughn
TRST 92,182.920 7.3%
Maurice Samuel Vaughn
LIV TR
UA DTD 04/01/97
7971 Park Dr.
Fair Oaks, CA 95628
MINNESOTA FUND -
CLASS II
Industricorp & Co. Inc. 57,925.950 6.5%
A/C 19 2996 00
312 Central Ave. NE
Minneapolis, MN 55414
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.
As a shareholder of a Massachusetts business trust, you could, under certain
circumstances, be held personally liable as a partner for its obligations. The
funds' Agreement and Declaration of Trust, however, contains an express
disclaimer of shareholder liability for acts or obligations of a fund. The
Declaration of Trust also provides for indemnification and reimbursement of
expenses out of a fund's assets if you are held personally liable for
obligations of the fund. The Declaration of Trust provides that a fund shall,
upon request, assume the defense of any claim made against you for any act or
obligation of the fund and satisfy any judgment thereon. All such rights are
limited to the assets of the fund. The Declaration of Trust further provides
that a fund may maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the fund, its
shareholders, trustees, officers, employees and agents to cover possible tort
and other liabilities. Furthermore, the activities of a fund as an investment
company, as distinguished from an operating company, would not likely give rise
to liabilities in excess of the fund's total assets. Thus, the risk of you
incurring financial loss on account of shareholder liability is limited to the
unlikely circumstances in which both inadequate insurance exists and the fund
itself is unable to meet its obligations.
In the event of disputes involving multiple claims of ownership or authority to
control your account, each fund has the right (but has no obligation) to: (a)
freeze the account and require the written agreement of all persons deemed by
the fund to have a potential property interest in the account, before executing
instructions regarding the account; (b) interplead disputed funds or accounts
with a court of competent jurisdiction; or (c) surrender ownership of all or a
portion of the account to the IRS in response to a Notice of Levy.
SUMMARY OF CODE OF ETHICS. Employees of the Franklin Templeton Group who are
access persons under the 1940 Act are permitted to engage in personal securities
transactions subject to the following general restrictions and procedures: (i)
the trade must receive advance clearance from a compliance officer and must be
completed by the close of the business day following the day clearance is
granted; (ii) copies of all brokerage confirmations and statements must be sent
to a compliance officer; (iii) all brokerage accounts must be disclosed on an
annual basis; and (iv) access persons involved in preparing and making
investment decisions must, in addition to (i), (ii) and (iii) above, file annual
reports of their securities holdings each January and inform the compliance
officer (or other designated personnel) if they own a security that is being
considered for a fund or other client transaction or if they are recommending a
security in which they have an ownership interest for purchase or sale by a fund
or other client.
FINANCIAL STATEMENTS
The audited financial statements contained in the Annual Report to Shareholders
of the Trust, for the fiscal year ended February 28, 1998, including the
auditors' report, are incorporated herein by reference.
USEFUL TERMS AND DEFINITIONS
1940 ACT - Investment Company Act of 1940, as amended
ADVISERS - Franklin Advisers, Inc., the funds' investment manager
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS I AND CLASS II - Each fund, except the Arizona and Florida funds, offer
two classes of shares, designated "Class I" and "Class II." The two classes have
proportionate interests in the fund's portfolio. They differ, however, primarily
in their sales charge structures and Rule 12b-1 plans. Shares of the Arizona and
Florida funds are considered Class I shares for redemption, exchange and other
purposes.
CODE - Internal Revenue Code of 1986, as amended
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the funds' principal
underwriter
FITCH - Fitch Investors Service, Inc.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator
INVESTOR SERVICES - Franklin/Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LETTER - Letter of Intent
MOODY'S - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II.
PROSPECTUS - The prospectus for the funds dated July 1, 1998, as may be amended
from time to time
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
WE/OUR/US - Unless a different meaning is indicated by the context, these terms
refer to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
APPENDICES
DESCRIPTION OF RATINGS
MUNICIPAL BOND RATINGS
MOODY'S
AAA: Municipal bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally stable
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
AA: Municipal bonds rated Aa are judged to be high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large, fluctuation of protective elements may be of
greater amplitude, or there may be other elements present that make the
long-term risks appear somewhat larger.
A: Municipal bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.
BAA: Municipal bonds rated Baa are considered medium-grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
These bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.
BA: Municipal bonds rated Ba are judged to have predominantly speculative
elements and their future cannot be considered well assured. Often the
protection of interest and principal payments may be very moderate and, thereby,
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B: Municipal bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA: Municipal bonds rated Caa are of poor standing. These issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CON.(-): Municipal bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals that begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon the
completion of construction or the elimination of the basis of the condition.
S&P
AAA: Municipal bonds rated AAA are the highest-grade obligations. They possess
the ultimate degree of protection as to principal and interest. In the market,
they move with interest rates and, hence, provide the maximum safety on all
counts.
AA: Municipal bonds rated AA also qualify as high-grade obligations, and in the
majority of instances differ from AAA issues only in a small degree. Here, too,
prices move with the long-term money market.
A: Municipal bonds rated A are regarded as upper medium-grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market behavior but
also, to some extent, economic conditions.
BBB: Municipal bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB, B, CCC, CC: Municipal bonds rated BB, B, CCC and CC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and CC the highest
degree of speculation. While these bonds will likely have some quality and
protective characteristics, they are outweighed by large uncertainties or major
risk exposures to adverse conditions.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
FITCH
AAA: Municipal bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal that is unlikely to be affected by reasonably
foreseeable events.
AA: Municipal bonds rated AA are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong although not quite as strong as bonds rated AAA and not
significantly vulnerable to foreseeable future developments.
A: Municipal bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB: Municipal bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
BB: Municipal bonds rated BB are considered speculative. The obligor's ability
to pay interest and repay principal may be affected over time by adverse
economic changes. Business and financial alternatives can be identified,
however, that could assist the obligor in satisfying its debt service
requirements.
B: Municipal bonds rated B are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC: Municipal bonds rated CCC have certain identifiable characteristics which,
if not remedied, may lead to default. The ability to meet obligations requires
an advantageous business and economic environment.
CC: Municipal bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C: Municipal bonds rated C are in imminent default in the payment of interest or
principal.
DDD, DD AND D: Municipal bonds rated DDD, DD and D are in default on interest
and/or principal payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. DDD represents the highest potential for recovery
while D represents the lowest potential for recovery.
Plus (+) or minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus or minus signs
are not used with the AAA, DDD, DD or D categories.
MUNICIPAL NOTE RATINGS
MOODY'S
Moody's ratings for state, municipal and other short-term obligations will be
designated Moody's Investment Grade ("MIG"). This distinction is in recognition
of the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing; factors of the first importance in long-term borrowing
risk are of lesser importance in the short run. Symbols used will be as follows:
MIG 1: Notes are of the best quality enjoying strong protection from established
cash flows of funds for their servicing or from established and broad-based
access to the market for refinancing, or both.
MIG 2: Notes are of high quality, with margins of protection ample, although not
so large as in the preceding group.
MIG 3: Notes are of favorable quality, with all security elements accounted for,
but lacking the undeniable strength of the preceding grades. Market access for
refinancing, in particular, is likely to be less well established.
MIG 4: Notes are of adequate quality, carrying specific risk but having
protection and not distinctly or predominantly speculative.
S&P
Until June 29, 1984, S&P used the same rating symbols for notes and bonds. After
June 29, 1984, for new municipal note issues due in three years or less, the
ratings below will usually be assigned. Notes maturing beyond three years will
most likely receive a bond rating of the type recited above.
SP-1: Issues carrying this designation have a very strong or strong capacity to
pay principal and interest. Issues determined to possess overwhelming safety
characteristics will be given a "plus" (+) designation.
SP-2: Issues carrying this designation have a satisfactory capacity to pay
principal and interest.
COMMERCIAL PAPER RATINGS
MOODY'S
Moody's commercial paper ratings, which are also applicable to municipal paper
investments permitted to be made by each fund, are opinions of the ability of
issuers to repay punctually their promissory obligations not having an original
maturity in excess of nine months. Moody's employs the following designations,
all judged to be investment grade, to indicate the relative repayment capacity
of rated issuers:
P-1 (PRIME-1): Superior capacity for repayment.
P-2 (PRIME-2): Strong capacity for repayment.
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment is
very strong. A "plus" (+) designation indicates an even stronger likelihood of
timely payment.
A-2: Capacity for timely payment on issues with this designation is strong. The
relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
FITCH
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, CDs, medium-term notes, and municipal and investment notes. The
short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+: Exceptionally strong credit quality. Regarded as having the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality. Reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.
F-2: Good credit quality. A satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned F-1+ and F-1
ratings.
F-3: Fair credit quality. Have characteristics suggesting that the degree of
assurance for timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.
F-5: Weak credit quality. Have characteristics suggesting a minimal degree of
assurance for timely payment and are vulnerable to near-term adverse changes in
financial and economic conditions.
D: Default. Actual or imminent payment default.
LOC: The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
STATE TAX TREATMENT
The following information on the state income tax treatment of dividends from
the funds is based upon correspondence and sources believed to be reliable.
Except where otherwise noted, the information pertains to individual state
income taxation only. You may be subject to local taxes on dividends or the
value of your shares. Corporations, trusts, estates and other entities may be
subject to other taxes and should consult with their tax advisors or their state
department of revenue. For some investors, a portion of the dividend income may
be subject to the federal and/or state alternative minimum tax.
ARIZONA
Sections 43-1021(4) and 43-1121(3) of the Arizona Income Tax Code state that
interest on obligations of the state of Arizona or its political subdivisions is
exempt from personal and corporate income tax. Sections 43-1022(6) and
43-1122(6) provide similar tax-exempt treatment for interest on obligations of
the U.S. or its territories (including Puerto Rico, Guam and the Virgin
Islands). Pursuant to State Income Tax Ruling Number 84-10-5, Arizona does not
tax dividend income from regulated investment companies, such as the Arizona
Fund, to the extent that such income is derived from such exempt obligations.
Dividends paid from interest earned on indirect U.S. government obligations
(GNMAs, FNMAs, etc.), or obligations from other states and their political
subdivisions are fully taxable. To the extent that such taxable investments are
made by the fund for temporary or defensive purposes, the distributions will be
taxable.
Any distributions of net short-term and net long-term capital gain earned by the
fund are included in each shareholder's Arizona taxable income as dividend
income and long-term capital gain, respectively, and are taxed at ordinary
income tax rates.
FLORIDA
Florida does not have a personal income tax but does have an intangible personal
property tax for residents. According to Florida Statute Section 199.185 and
Technical Assistance Advisement 90(C)2-003, issued by the Florida Department of
Revenue on August 8, 1990 (as later revised), shares in regulated investment
companies organized as business trusts, such as the Florida Fund, will not be
subject to Florida's intangible property tax to the extent that the fund is
invested in exempt obligations of the U.S. government, its agencies,
instrumentalities or territories (including Puerto Rico, Guam and the Virgin
Islands) at the close of business on the last business day of the previous
calendar year.
If the fund invests all of the remaining portion of its Net Asset Value in
exempt obligations of the state of Florida or its municipalities or political
subdivisions on such date, then that remaining portion of the Net Asset Value of
the fund (and corresponding value of fund shares) will also be exempt from
Florida's intangibles tax.
According to Florida Technical Assistance Advisement 94(c)2-025, if the fund
invests, such as for temporary or defensive purposes, any of the remaining
portion of its portfolio in any asset that is taxable under Florida's intangible
tax law, including investments in indirect federal obligations (GNMAs, FNMAs,
etc.) or obligations of any other states, then only the portion of Net Asset
Value, if any, that is made up of direct obligations of the U.S. government, or
territories and possessions of the U.S. government, may be excluded from tax.
The remaining Net Asset Value (and corresponding value of fund shares) of the
fund is subject to tax.
MASSACHUSETTS
Chapter 62, Section 2, of the Massachusetts General Laws states that dividends
received from a regulated investment company, such as the Massachusetts Fund,
are exempt from state personal income tax to the extent that such dividends are
attributable to interest on obligations of the U.S. government or its
territories (including Puerto Rico, Guam and the Virgin Islands). Dividends
received from the fund, which are either exempt-interest dividends or capital
gain dividends, to the extent that the interest or gains are attributable to
obligations of the Commonwealth of Massachusetts, or any political subdivision,
agency or instrumentality within the commonwealth, are also exempt from state
personal income tax. Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or other obligations from other
states and their political subdivisions are fully taxable. To the extent that
such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable.
Capital gain dividends attributable to obligations other than of the
Commonwealth of Massachusetts, or any political subdivision, agency or
instrumentality thereof will be taxable as follows: Net short-term capital gain
distributions will be taxable as dividend income while net long-term capital
gain distributions will be taxable at reduced rates from zero to five percent
based upon the applicable holding period of the asset as determined under
Massachusetts law.
In determining the Massachusetts excise tax on corporations subject to state
taxation, distributions from the fund will generally be included in a corporate
shareholder's net income, and in the case of corporations that are defined as
"intangible property corporations," shares of the fund will be included in the
computation of net worth.
MICHIGAN
Section 206.30(1) of the Michigan Compiled Laws generally provides that taxable
income, for purposes of the Michigan individual income tax, is determined by
reference to federal adjusted gross income, with certain modifications. Interest
and dividends derived from obligations or securities of states other than
Michigan (less related expenses) must be added back in determining Michigan
taxable income. Interest and dividends derived from obligations or securities of
Michigan (and its political subdivisions) are exempt and are not, therefore,
added back in determining Michigan taxable income. Further, income derived from
obligations of the U.S. government that the state is prohibited by law from
subjecting to a net income tax is subtracted in determining Michigan taxable
income. This includes direct obligations of the U.S. government, its agencies,
instrumentalities, or possessions (including Puerto Rico, Guam and the Virgin
Islands).
Revenue Administrative Bulletin 1986-3, states that a regulated investment
company, such as the Michigan Fund, which invests in tax-free municipal
obligations of the state of Michigan and its political and governmental
subdivisions is permitted to pass-through the exemption of such interest to its
shareholders to the extent that such interest qualifies as an exempt-interest
dividend of a regulated investment company. The exempt nature of interest from
obligations of the U.S. and its territories and possessions may also be passed
through to shareholders. Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or other obligations from other
states and their political subdivisions are fully taxable. To the extent that
such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund will generally be included in each shareholder's Michigan taxable
income as dividend income and long-term capital gain, respectively, and taxed at
ordinary income tax rates.
Section 205.133 of the Michigan Compiled Laws exempts from the intangible
personal property tax obligations of the state of Michigan and its political
subdivisions and obligations of the U.S. and its possessions, agencies and
instrumentalities. Pursuant to Revenue Administrative Bulletin 1986-3, an owner
of a share of a regulated investment company, such as the Michigan Fund, will be
considered the owner of a pro-rata share of the assets of such regulated
investment company. It further provides that yield (for intangibles tax
purposes) is determined with respect to shares of the Michigan Fund by excluding
from gross dividends or interest the pro rata share of the interest or dividends
received from such exempt obligations held by the fund. According to Michigan
tax return instructions, capital gains from a regulated investment company that
are reinvested in additional shares of the fund are exempt from intangibles
taxes, whereas capital gains distributed in cash are taxable. In 1995,
legislation was passed repealing this intangible personal property tax effective
January 1, 1998.
MINNESOTA
Section 290.01 of the Code of Minnesota states that individual shareholders will
generally not be subject to state income taxation on the exempt-interest
dividends distributed by a regulated investment company, such as the Minnesota
Fund, provided that at least 95% of the exempt-interest dividends are derived
from obligations of the state of Minnesota, or its political or governmental
subdivisions. However, such dividends are taken into account in computing the
state's alternative minimum tax to the extent they are derived from Minnesota
private activity bonds. Minnesota Rule 8002.0300 generally states that dividends
paid by the fund, to the extent attributable to interest derived from
obligations of the U.S. government, its authorities, commissions,
instrumentalities or territories (including Puerto Rico, Guam and the Virgin
Islands), will also be exempt from Minnesota's personal income tax. As a matter
of policy, the fund will continue to earn at least 95% of its income from
interest on Minnesota obligations and invest less than 5% of its assets in
direct U.S. government, Puerto Rico or other obligations to ensure that the fund
continues to qualify to pay exempt-interest dividends on income from Minnesota
obligations. Dividends paid from interest earned on indirect U.S. government
obligations (GNMAs, FNMAs, etc.) or other obligations from other states and
their political subdivisions are fully taxable. To the extent that such taxable
investments are made by the fund for temporary or defensive purposes, the
distributions will be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are included in each shareholder's Minnesota taxable income as dividend
income and long-term capital gain respectively, and are taxed at ordinary income
tax rates.
OHIO
Section 5747.01(A) of the Ohio Revised Code states generally that interest on
obligations of the state of Ohio and its subdivisions and authorities and of the
U.S. and its territories and possessions (to the extent included in federal
adjusted gross income but exempt from state income taxes under U.S. laws) is
exempt from Ohio state personal income tax. Distributions of such income by
regulated investment companies, such as the Ohio Fund, will also be exempt from
the Ohio personal income tax and the Ohio corporation franchise tax computed on
the net income basis. Shares of the Ohio Fund will, however, be included in a
shareholder's tax base for purposes of computing the Ohio corporation franchise
tax on the net worth basis. Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or other obligations from other
states and their political subdivisions are fully taxable. To the extent that
such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable on a pro rata basis.
Shareholders who are subject to the Ohio personal income tax or the Ohio
corporation franchise tax computed on the net income basis will not be subject
to such taxes on distributions of "capital gain dividends" to the extent that
such distributions are attributable to profit made on the sale, exchange or
other disposition by the Ohio Fund of exempt obligations of the state of Ohio
and its subdivisions and authorities.
FRANKLIN TAX-FREE TRUST
FRANKLIN ALABAMA TAX-FREE INCOME FUND
FRANKLIN FLORIDA TAX-FREE INCOME FUND
FRANKLIN GEORGIA TAX-FREE INCOME FUND
FRANKLIN KENTUCKY TAX-FREE INCOME FUND
FRANKLIN LOUISIANA TAX-FREE INCOME FUND
FRANKLIN MARYLAND TAX-FREE INCOME FUND
FRANKLIN MISSOURI TAX-FREE INCOME FUND
FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND
FRANKLIN TEXAS TAX-FREE INCOME FUND
FRANKLIN VIRGINIA TAX-FREE INCOME FUND
STATEMENT OF
ADDITIONAL INFORMATION
JULY 1, 1998
777 MARINERS ISLAND BLVD., P.O. BOX 7777
SAN MATEO, CA 94403-7777 1-800/DIAL BEN(R)
TABLE OF CONTENTS
How Do the Funds Invest Their Assets? ......................... 2
What Are the Risks
of Investing in the Funds? ................................... 5
Investment Restrictions ....................................... 10
Officers and Trustees ......................................... 11
Investment Management
and Other Services ........................................... 14
How Do the Funds Buy
Securities for Their Portfolios? ............................. 16
How Do I Buy, Sell and Exchange Shares?........................ 17
How Are Fund Shares Valued? ................................... 20
Additional Information on
Distributions and Taxes ...................................... 20
The Funds' Underwriter ........................................ 23
How Do the Funds Measure Performance?.......................... 26
Miscellaneous Information ..................................... 30
Financial Statements .......................................... 32
Useful Terms and Definitions .................................. 32
Appendices .................................................... 33
Description of Ratings ....................................... 33
State Tax Treatment........................................... 36
- --------------------------------------------------------------------------------
When reading this SAI, you will see certain terms beginning with capital
letters. This means the term is explained under "Useful Terms and Definitions."
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
O ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
O ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK;
O ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
TF2 SAI 07/98
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company. The Prospectus, dated July 1, 1998, which we may
amend from time to time, contains the basic information you should know before
investing in the funds. For a free copy, call 1-800/DIAL BEN.
THIS SAI IS NOT A PROSPECTUS. IT CONTAINS INFORMATION IN ADDITION TO AND IN MORE
DETAIL THAN SET FORTH IN THE PROSPECTUS. THIS SAI IS INTENDED TO PROVIDE YOU
WITH ADDITIONAL INFORMATION REGARDING THE ACTIVITIES AND OPERATIONS OF EACH
FUND, AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
HOW DO THE FUNDS INVEST THEIR ASSETS?
WHAT ARE THE FUNDS' GOALS?
The investment goal of each fund is to provide investors with as high a level of
income exempt from federal income taxes as is consistent with prudent investing,
while seeking preservation of shareholders' capital. Each fund also tries to
provide a maximum level of income that is exempt from personal income taxes, if
any, for resident shareholders of the fund's state. These goals are fundamental,
which means that they may not be changed without shareholder approval.
The following gives more detailed information about each fund's investment
policies and the types of securities that it may buy. Please read this
information together with the section "How Do the Funds Invest Their Assets?" in
the Prospectus.
MORE INFORMATION ABOUT THE
KINDS OF SECURITIES THE FUNDS BUY
Each fund tries to achieve its investment goal by attempting to invest all of
its assets in tax-free municipal securities. The issuer's bond counsel generally
gives the issuer an opinion on the tax-exempt status of a municipal security
when the security is issued.
Some states may require a fund to invest a certain amount of its assets in
securities of that state, or in securities that are otherwise tax-free under the
laws of that state, in order for any portion of the fund's distributions to be
free from the state's personal income taxes. If a fund's state requires this,
the fund will try to invest its assets as required so that its distributions
will be free from personal income taxes for resident shareholder's of the fund's
state.
Below is a description of various types of municipal and other securities that
each fund may buy. Other types of municipal securities may become available that
are similar to those described below and in which each fund may also invest, if
consistent with its investment goal and policies.
TAX ANTICIPATION NOTES are issued to finance short-term working capital needs of
municipalities in anticipation of various seasonal tax revenues, which will be
used to pay the notes. They are usually general obligations of the issuer,
secured by the taxing power for the payment of principal and interest.
REVENUE ANTICIPATION NOTES are similar to tax anticipation notes except they are
issued in expectation of the receipt of other kinds of revenue, such as federal
revenues available under the Federal Revenue Sharing Program.
BOND ANTICIPATION NOTES are normally issued to provide interim financing until
long-term financing can be arranged. Proceeds from long-term bond issues then
provide the money for the repayment of the notes.
CONSTRUCTION LOAN NOTES are issued to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through the Federal Housing Administration under the
Federal National Mortgage Association or the Government National Mortgage
Association.
TAX-EXEMPT COMMERCIAL PAPER typically represents a short-term obligation (270
days or less) issued by a municipality to meet working capital needs.
MUNICIPAL BONDS meet longer-term capital needs and generally have maturities
from one to 30 years when issued. They have two principal classifications:
general obligation bonds and revenue bonds.
GENERAL OBLIGATION BONDS. Issuers of general obligation bonds include states,
counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads. The basic security
behind general obligation bonds is the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. The taxes that can
be levied for the payment of debt service may be limited or unlimited as to the
rate or amount of special assessments.
REVENUE BONDS. The full faith, credit and taxing power of the issuer do not
secure revenue bonds. Instead, the principal security for a revenue bond is
generally the net revenue derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise tax or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects, including: electric, gas, water and sewer systems; highways,
bridges and tunnels; port and airport facilities; colleges and universities; and
hospitals. The principal security behind these bonds may vary. For example,
housing finance authorities have a wide range of security, including partially
or fully insured mortgages, rent subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Many bonds
provide additional security in the form of a debt service reserve fund that may
be used to make principal and interest payments. Some authorities have further
security in the form of state assurances (although without obligation) to make
up deficiencies in the debt service reserve fund.
TAX-EXEMPT INDUSTRIAL DEVELOPMENT REVENUE BONDS are issued by or on behalf of
public authorities to finance various privately operated facilities for
business, manufacturing, housing, sports and pollution control, as well as
public facilities such as airports, mass transit systems, ports and parking. The
payment of principal and interest is solely dependent on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of the
facility or other property as security for payment.
VARIABLE OR FLOATING RATE SECURITIES. Each fund may invest in variable or
floating rate securities, including variable rate demand notes, which have
interest rates that change either at specific intervals (variable rate), from
daily up to monthly, or whenever a benchmark rate changes (floating rate). The
interest rate adjustments are designed to help stabilize the security's price.
Variable or floating rate securities may include a demand feature, which may be
unconditional. The demand feature allows the holder to demand prepayment of the
principal amount before maturity, generally on no more than 30 days' notice. The
holder receives the principal amount plus any accrued interest either from the
issuer or by drawing on a bank letter of credit, a guarantee or insurance issued
with respect to the security.
MUNICIPAL LEASE OBLIGATIONS. Each fund may invest in municipal lease
obligations, including certificates of participation. The Board reviews a fund's
municipal lease obligations to assure that they are liquid investments based on
various factors reviewed by Advisers and monitored by the Board. These factors
include (a) the credit quality of the obligations and the extent to which they
are rated or, if unrated, comply with existing criteria and procedures followed
to ensure that they are comparable in quality to the ratings required for the
fund to invest, including an assessment of the likelihood of the lease being
canceled, taking into account how essential the leased property is and the term
of the lease compared to the useful life of the leased property; (b) the size of
the municipal securities market, both in general and with respect to municipal
lease obligations; and (c) the extent to which the type of municipal lease
obligations held by the fund trade on the same basis and with the same degree of
dealer participation as other municipal securities of comparable credit rating
or quality.
Since annual appropriations are required to make lease payments, municipal lease
obligations generally are not subject to constitutional limitations on the
issuance of debt and may allow an issuer to increase government liabilities
beyond constitutional debt limits. When faced with increasingly tight budgets,
local governments have more discretion to curtail lease payments under a
municipal lease obligation than they do to curtail payments on other municipal
securities. If not enough money is appropriated to make the lease payments, the
leased property may be repossessed as security for holders of the municipal
lease obligations. If this happens, there is no assurance that the property's
private sector or re-leasing value will be enough to make all outstanding
payments on the municipal lease obligations or that the payments will continue
to be tax-free.
While cancellation risk is inherent to municipal lease obligations, each fund
believes that this risk may be reduced, although not eliminated, by its policies
on the quality of securities in which it may invest. Keeping in mind that each
fund can invest in municipal lease obligations without percentage limits, the
funds' holdings in municipal lease obligations were:
AS OF FEBRUARY 28, 1998
(as a percentage of net assets)
Alabama Fund............. 1.47%
Florida Fund ............ 11.10%
Georgia Fund ............ 4.30%
Kentucky Fund ........... 17.32%
Louisiana Fund .......... 5.25%
Maryland Fund ........... 10.66%
Missouri Fund ........... 17.04%
North Carolina Fund ..... 11.33%
Texas Fund .............. 0%
Virginia Fund ........... 2.42%
CALLABLE BONDS. Each fund may invest in callable bonds, which allow the issuer
to repay some or all of the bonds ahead of schedule. If a bond is called, the
fund will receive the principal amount, the accrued interest, and a small
additional payment as a call premium. Advisers may sell a callable bond before
its call date, if it believes the bond is at its maximum premium potential.
An issuer is more likely to call its bonds when interest rates are falling,
because the issuer can issue new bonds with lower interest payments. If a bond
is called, the fund may have to replace it with a lower-yielding security. If
the fund originally paid a premium for the bond because it had appreciated in
value from its original issue price, the fund also may not be able to recover
the full amount it paid for the bond. One way for a fund to protect itself from
call risk is to buy bonds with call protection. Call protection is an assurance
that the bond will not be called for a specific time period, typically five to
10 years from when the bond is issued.
When pricing callable bonds, each bond is marked-to-market daily based on the
bond's call date. Thus, the call of some or all of a fund's callable bonds may
impact the fund's Net Asset Value. Based on a number of factors, including
certain portfolio management strategies used by Advisers, the fund believes it
has reduced the risk of an adverse impact on its Net Asset Value from calls of
callable bonds. In light of each fund's pricing policies and certain
amortization procedures required by the IRS, the funds do not expect to suffer
any material adverse impact related to the value at which they have carried the
bonds in connection with calls of bonds purchased at a premium. As with any
investment strategy, however, there is no guarantee that a call may not have a
more substantial impact than anticipated.
ESCROW-SECURED OR DEFEASED BONDS are created when an issuer refunds, before
maturity, an outstanding bond issue that is not immediately callable (or
pre-refunds), and sets aside funds for redemption of the bonds at a future date.
The issuer uses the proceeds from a new bond issue to buy high grade, interest
bearing debt securities, generally direct obligations of the U.S. government.
These securities are then deposited in an irrevocable escrow account held by a
trustee bank to secure all future payments of principal and interest on the
pre-refunded bond. Escrow-secured bonds often receive a triple A or equivalent
rating from Fitch, Moody's or S&P.
STRIPPED MUNICIPAL SECURITIES. Municipal securities may be sold in "stripped"
form. Stripped municipal securities represent separate ownership of principal
and interest payments on municipal securities.
ZERO-COUPON SECURITIES. Each fund may invest in zero-coupon and delayed interest
securities. Zero-coupon securities make no periodic interest payments, but are
sold at a deep discount from their face value. The buyer recognizes a rate of
return determined by the gradual appreciation of the security, which is redeemed
at face value on a specified maturity date. The discount varies depending on the
time remaining until maturity, as well as market interest rates, liquidity of
the security, and the issuer's perceived credit quality. The discount, in the
absence of financial difficulties of the issuer, typically decreases as the
final maturity date approaches. If the issuer defaults, the fund may not receive
any return on its investment.
Because zero-coupon securities bear no interest and compound semiannually at the
rate fixed at the time of issuance, their value is generally more volatile than
the value of other fixed-income securities. Since zero-coupon bondholders do not
receive interest payments, zero-coupon securities fall more dramatically than
bonds paying interest on a current basis when interest rates rise. When interest
rates fall, zero-coupon securities rise more rapidly in value, because the bonds
reflect a fixed rate of return.
An investment in zero-coupon and delayed interest securities may cause a fund to
recognize income and make distributions to shareholders before it receives any
cash payments on its investment. To generate cash to satisfy distribution
requirements, a fund may have to sell portfolio securities that it otherwise
would have continued to hold or to use cash flows from other sources such as the
sale of fund shares.
CONVERTIBLE AND STEP COUPON BONDS. Each fund may invest a portion of its assets
in convertible and step coupon bonds. Convertible bonds are zero-coupon
securities until a predetermined date, at which time they convert to a specified
coupon security. The coupon on step coupon bonds changes periodically during the
life of the security based on predetermined dates chosen when the security is
issued.
U.S. GOVERNMENT OBLIGATIONS are issued by the U.S. Treasury or by agencies and
instrumentalities of the U.S. government and are backed by the full faith and
credit of the U.S. government. They include Treasury bills, notes and bonds.
COMMERCIAL PAPER is a promissory note issued by a corporation to finance its
short-term credit needs. Each fund may invest in taxable commercial paper only
for temporary defensive purposes.
MORE INFORMATION ABOUT SOME OF THE FUNDS'
OTHER INVESTMENT STRATEGIES AND PRACTICES
WHEN-ISSUED TRANSACTIONS. Municipal securities are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
yield terms, is fixed at the time the commitment to buy is made, but delivery
and payment take place at a later date. During the time between purchase and
settlement, no payment is made by a fund to the issuer and no interest accrues
to the fund. If the other party to the transaction fails to deliver or pay for
the security, the fund could miss a favorable price or yield opportunity, or
could experience a loss.
When a fund makes the commitment to buy a municipal security on a when-issued
basis, it records the transaction and reflects the value of the security in the
determination of its Net Asset Value. The funds believe that their Net Asset
Value or income will not be negatively affected by their purchase of municipal
securities on a when-issued basis. The funds will not engage in when-issued
transactions for investment leverage purposes.
Although a fund will generally buy municipal securities on a when-issued basis
with the intention of acquiring the securities, it may sell the securities
before the settlement date if it is considered advisable. When a fund is the
buyer, it will maintain cash or liquid securities, with an aggregate value equal
to the amount of its purchase commitments, in a segregated account with its
custodian bank until payment is made. If assets of a fund are held in cash
pending the settlement of a purchase of securities, the fund will not earn
income on those assets.
ILLIQUID INVESTMENTS. Each fund may invest up to 10% of its net assets in
illiquid securities. Illiquid securities are generally securities that cannot be
sold within seven days in the normal course of business at approximately the
amount at which the fund has valued them.
DIVERSIFICATION. All of the funds, except the Maryland Fund, are diversified
funds. The Maryland Fund is non-diversified. As a fundamental policy, none of
the diversified funds will buy a security if, with respect to 75% of its net
assets, more than 5% would be in the securities of any single issuer (with the
exception of obligations of the U.S. government). For this purpose, each
political subdivision, agency, or instrumentality, each multi-state agency of
which a state is a member, and each public authority that issues private
activity bonds on behalf of a private entity, is considered a separate issuer.
Escrow-secured or defeased bonds are not generally considered an obligation of
the original municipality when determining diversification.
Each fund, including the Maryland Fund, intends to meet certain diversification
requirements for tax purposes. These requirements are discussed under
"Additional Information on Distributions and Taxes."
Each fund may invest more than 25% of its assets in municipal securities that
finance similar types of projects, such as hospitals, housing, industrial
development, transportation or pollution control. A change that affects one
project, such as proposed legislation on the financing of the project, a
shortage of the materials needed for the project, or a declining need for the
project, would likely affect all similar projects.
SECURITIES TRANSACTIONS. The frequency of portfolio transactions, usually
referred to as the portfolio turnover rate, varies for each fund from year to
year, depending on market conditions. While short-term trading increases
portfolio turnover and may increase costs, the execution costs for municipal
securities are substantially less than for equivalent dollar values of equity
securities.
WHAT ARE THE RISKS OF
INVESTING IN THE FUNDS?
The following gives more information about the risks of investing in the funds.
Please read this information together with the section "What Are the Risks of
Investing in the Funds?" in the Prospectus.
STATE RISKS. Since each fund mainly invests in the municipal securities of its
state, its performance is closely tied to the ability of issuers of municipal
securities in its state to continue to make principal and interest payments on
their securities. The issuers' ability to do this is in turn dependent on
economic, political and other conditions within the state. Below is a discussion
of certain conditions that may affect municipal issuers in the funds' various
states. It is not a complete analysis of every material fact that may affect the
ability of issuers of municipal securities to meet their debt obligations or the
economic or political conditions within any state. The information below is
based on the most recent data available to the funds from Fitch, Moody's and
S&P, three historically reliable sources, but the funds have not independently
verified it.
The ability of issuers of municipal securities to continue to make principal and
interest payments is dependent in large part on their ability to raise revenues,
primarily through taxes, and to control spending. Many factors can affect a
state's revenues including the rate of population growth, unemployment rates,
personal income growth, federal aid, and the ability to attract and keep
successful businesses. A number of factors can also affect a state's spending
including current debt levels, and the existence of accumulated budget deficits.
The following provides some information on these and other factors.
ALABAMA. Alabama's economic base has continued to expand and diversify. Although
manufacturing has remained an important part of the economy, the trade and
service sectors have supplied almost 75% of the state's recent job growth. The
state's economic diversification has been fueled by growth in high tech
industries, health care and business services, and has centered around the
state's major metropolitan areas. Aggressive economic development and business
recruitment policies have helped to increase growth throughout the state. In
recent years, these policies have brought in significant capital investments,
which may help Alabama offset losses in its textile, apparel and food processing
sectors.
Historically, Alabama has been able to maintain a relatively low overall debt
burden, as well as balanced financial operations. Under the state's
constitution, expenditure reductions are required to prevent deficit spending
should the state experience revenue shortfalls. Since fiscal 1993, across the
board cuts have not been needed due mainly to Alabama's recent economic growth
and strict cost containment measures.
Alabama has been under a court order to remedy constitutional violations of
funding equity and adequacy in its school systems. The Alabama Special
Educational Trust Fund has been the state's largest operating fund and has been
funded primarily by income, sales and use taxes. To address some of the
deficiencies, the governor recommended that all new revenue growth in the
educational trust go to K-12 schools and the state issued revenue bonds totaling
$215 million for capital improvements to its schools. Alabama's state
legislature also adopted a plan to remedy these violations and deficiencies,
although as of May 1997 the court had not accepted the plan.
FLORIDA. Employment and population have grown steadily in Florida since 1991,
and Florida's economic expansion has been among the strongest in the region, as
well as the nation. Florida's population growth has placed increased demands on
government services and the state's infrastructure, but so far the state has
been able to meet these challenges.
Florida's economy has continued to diversify, moving from a relatively narrow
base of agriculture and seasonal tourism towards a service and trade economy.
Job growth has been steady, with an unemployment rate of 4.6% in April 1997,
below the national rate of 4.8%. The state's job growth has been dependent on
growth in the services, construction and trade sectors, with the state's
business services sector accounting for approximately 30% of new non-farm
employment since 1991. Much of this growth has come from growth in the personnel
services sector, however, which typically represents low paying jobs. The
state's tourism industry, which has supported the state's other employment
sectors, has been somewhat erratic since the recession in the early 1990s. A
tourism increase of 3.1% is expected, however, through fiscal 1998.
Due in large part to the state's healthy economy, Florida's population has also
continued to grow. It was recently the fourth most populated state in the U.S.
Its per capita income, while close to the national average, exceeded regional
levels by almost 11% as of April 1997. Because of its substantial retirement age
population, however, its income structure is dependent on property income and
transfer payments, such as social security and pension benefits. As a result, a
change to the consumer price index at the federal level could have a significant
impact on the state.
Florida's tax base has been relatively narrow, with 70% of its revenues derived
from the state's sales and use tax. This reliance on a cyclical revenue source
creates some vulnerability, as does the constitutional amendment approved by
voters in 1994 that limits the rate of growth in state revenues. It should be
noted, however, that this amendment exempts revenues pledged to bonds, so
existing and new debt issues should be unaffected.
Although Florida's debt levels have been steadily rising, in recent years the
state has generated operating surpluses, while maintaining tax levels and
providing funds for the state's growth in government services. Overall, the
state's financial outlook is considered stable.
GEORGIA. Georgia has been among the fastest growing states in the U.S. in
population. Its diversified economy has also performed well in recent years,
with growth in the services sector driving the state's overall employment
growth. Other factors that have contributed to Georgia's recent economic growth
have been the state's low cost of living, extensive transportation
infrastructure, low unemployment rates, and strong activity in the construction
sector. Atlanta, which has been at the heart of the state's economic growth, has
also been a trade, service and transportation center for much of the southeast
region.
Financially, the state's strong economic and revenue growth have so far allowed
the state to meet the needs of its growing population, while maintaining a sound
financial position. The state has generated operating surpluses in each of the
last three fiscal years from 1995 to 1997, and has also fully funded its
reserves. While revenues have grown at a rate of more than 9% since 1991, the
state has kept growth in general fund expenditures below 9%. In addition, recent
investments in financial information and reporting technology should help
improve the state's financial reporting and accuracy. In the near term, key
expenses for the state may be in the areas of education, health and welfare.
KENTUCKY. Kentucky's economy, with its base in agriculture and traditional
manufacturing, has outperformed the nation in both employment and personal
income growth over the past several years. In contrast to the nation, its
relatively high-wage manufacturing sector has grown steadily, recently
accounting for nearly 15% of all jobs. The state has been especially dependent
on the production of transportation equipment.
While the state's reliance on traditional manufacturing has persisted, its
economy has made improvements towards diversification. Kentucky's economy has
been moving towards a more modern manufacturing and service-oriented base, with
less emphasis on its coal, tobacco, and heavy manufacturing industries. Its low
cost structure, high quality of living, and pro-business environment have
attracted businesses to the state over the past several years, with the majority
of economic development occurring in the state's "Golden Triangle" region.
Despite improvements, there remain major structural weaknesses in Kentucky's
economic base. The state is especially vulnerable to rapid technological
changes, which, given the historically low education levels of its workforce,
could weaken the ability of the state to remain economically competitive.
Since fiscal 1993, Kentucky's financial management has steadily improved. In
1995, the state funded a $100 million budgetary reserve fund, which by the end
of fiscal 1996 had grown to $200 million. Despite a recent court ruling that
will require the state to refund an estimated $240 million to taxpayers, as of
July 1997, the state was expected to maintain its reserve fund at its 1996 level
through fiscal 1998 and to maintain its balanced budget.
LOUISIANA. Louisiana's economy has been historically cyclical due to its
reliance on oil and gas production and petro-chemical products. During the
energy sector decline of the 1980s, however, the state made some improvements
towards a more diversified economy. During that time, the leading source of jobs
was the service sector, which in 1997 accounted for 26% of employment.
Nonetheless, much of the state's recent economic growth has come from the upturn
in the oil and gas sector. Gaming, construction and tourism have also
contributed. Future growth should continue to be limited by the state's
dependence on the cyclical oil and gas industry, as well as below average wealth
and income levels and a workforce with a low education level.
Historically, Louisiana's main revenue sources, namely its sales tax, individual
and corporate income tax, and severance and royalty taxes, have fluctuated with
economic cycles. This fluctuation has created budget problems in the past.
During the last several years, however, the state's financial position has
stabilized somewhat. Under a new administration and legislature, the state
adopted budget control measures in 1996. These measures have improved
efficiencies, especially in the state's large health care system, and resulted
in an operating surplus of $161 million for fiscal 1997. A potential problem for
the state's financial position may be its unfunded risk management claims for
judgments against the state, which, as of May 1997, totaled $1.8 billion.
MARYLAND. Maryland's economic base has been well-diversified. The state's
leading employment and income sectors have been services (32.5%), trade (24%)
and government (19.1%). The state's dependence on government has been larger
than most other states due to Maryland's close proximity to Washington D.C., and
has made Maryland vulnerable to federal budget cuts. At the same time, the
state's manufacturing sector (7.9%) has been smaller than most other states,
although it has been Maryland's most volatile sector. Recently, economic growth
has come mainly from the service, trade, and the combined transportation,
communication and utilities sectors.
Maryland's financial performance has been historically strong. Contributing
factors have included high per capita income levels, a well-educated workforce,
an advanced infrastructure, diversified employment opportunities, and strong
population growth. In each of the last four fiscal years, the state has
generated operating surpluses while building its financial reserves. Debt
service levels have also remained manageable.
Going forward, potential areas of financial stress may come from the state's
$4.8 billion unfunded pension liability and its recent 10% personal income tax
reduction, which is to be phased in over five years. The state hopes to fund the
tax cut with savings from reductions in the size of government, new revenues
from potential economic growth as a result of the tax cut, and from budget
reserves.
MISSOURI. Missouri has historically enjoyed a diversified economy that has
tended to mirror the national economy. Employment and personal income growth,
however, have been above the national average. Over the past three years,
employment has grown at an average annual rate of 2%, while personal income has
increased by an average annual rate of 5.8% over the past two years. At the same
time, the state's unemployment rate of 3.5% has been below the national average.
Despite declines in its manufacturing sector, trade and services have grown
steadily and have more than offset the state's manufacturing losses. Missouri's
low cost of living and highly skilled workforce have contributed to this growth
and have made the state attractive to computer- and telecommunications-related
companies. As of March 1998, S&P estimated that the state's job growth will
continue over the next five years, although at a slower pace due to slow
population growth and a tight labor force. These factors could raise wages and
deter future economic growth.
From a financial standpoint, Missouri's reluctance to rely heavily on borrowing
to meet capital needs has resulted in a low debt burden, while sound financial
management has resulted in a steadily improving financial position. The state's
general fund has had a surplus for six consecutive years, increasing in fiscal
1997 to a balance of $1.71 billion. Because of constitutional tax limitations,
however, the state must refund $695 million in excess income tax revenues
collected in fiscal years 1995, 1996 and 1997 to taxpayers.
Fiscal 1998 results are also expected to be positive. Because of the state's
strong economy, recent estimates indicated general revenue growth of 3.3%. This
is down from 5.7% in 1997 as a result of the elimination of the state's sales
tax on food. For fiscal 1999, increased expenditures for new prison
construction, education and further tax reductions could reduce the state's
future financial flexibility.
NORTH CAROLINA. North Carolina recently ranked tenth in the nation in
population, and its employment and personal income growth has consistently been
above national levels. Manufacturing has dominated the state's economy,
providing 24% of employment and ranking North Carolina eighth in the U.S. in
manufacturing employment. This reliance on manufacturing could increase the
state's vulnerability to future recessions.
Historically, North Carolina's financial operations have been relatively
conservative. Income taxes have been the state's main source of revenue and
education its largest expense. In recent years, the state's financial
performance has been positive with operating surpluses in both fiscal 1996 and
1997. This performance has allowed the state to build reserves and enact various
tax relief measures. A budget deficit has been estimated for the first year of
the 1997-1999 biennium, however, which the state has planned to fund with its
reserves.
Nationally, North Carolina has not been considered a wealthy state. Regionally,
however, it has been among the wealthiest states. Low wages, affordable housing,
and a perceived favorable quality of life should help provide positive long-term
development potential for the state.
TEXAS. The Texas economy has continued to diversify and to move away from its
dependence on the volatile oil and gas sector. The state's high-tech sector has
become increasingly prominent, and, as of June 1997, was second behind only
California in total jobs and advantages in cost of business. The construction
industry has been the state's fastest growing sector in recent years due in part
to a relatively high rate of net migration to the state. Overall, job growth has
been strong. Since 1990, Texas has added more than $1.4 million new jobs and has
accounted for 11% of all new jobs created in the U.S. Future growth may come
from the state's services sector, which accounted for 27% of employment as of
April 1997.
While overall job growth has been strong, losses in the state's higher paying
oil and gas, and aerospace industries have resulted in slower, although still
positive, personal income growth. On a per capita basis, income levels have
remained below the national level.
Financially, the state's performance has improved since the budget deficits of
the mid-1980s when the oil and gas sector declined. Revenues have continued to
increase as the state's economy has grown. For fiscal 1997, the state relied in
part on general fund reserves to finance operations and expects to do the same
for fiscal 1998. This reliance on existing surpluses to fund expenditures could
create budget problems going forward. In the near future, Texas may encounter
spending pressures from its growing population and from areas such as education
and welfare reform.
The state's debt burden has been relatively modest. In recent years, however,
the state's debt position has grown. The state has also moved away from issuing
debt designed to be self-supporting and towards issuing debt supported by the
general revenue fund. Nonetheless, the state's debt has remained below the
national average on a per capita basis.
VIRGINIA. Virginia's economy has been in a period of transition. Historically
the state has been dependent on the federal government due to Virginia's close
proximity to Washington D.C. Federal downsizing and budget cuts in recent years,
however, have cost the state jobs. As a result, the state has been actively
encouraging diversification. While federal jobs have continued to account for a
larger percentage of employment (5.2% in 1996) relative to the national average,
growth in the services sector has helped replace some of the losses of federal
jobs. In 1996, services accounted for 29.1% of non-farm employment, with the
fastest growth coming from the business and health services areas. Trade has
been another growing sector, increasing 12.6% from 1992 to 1996 and accounting
for 22.8% of employment in 1996.
Virginia's debt levels have been historically low, although they have begun to
increase due to some large highway and university construction projects.
Revenues and expenses have likewise grown. After two years of deficits, the
state's GAAP-based unreserved fund balance closed with $220 million in fiscal
1997.
Since 1995, the state has had to refund approximately $400 million of income tax
collected on federal retiree benefits as a result of a court case. Two-thirds of
this amount has been paid and the remainder is scheduled to be paid in 1998 and
1999. In coming years, the state will also have to fund increased expenditures
for education, as well as the elimination of its car tax. When fully phased in
during fiscal 2003, the cost to the state of the car tax elimination is expected
to be $2.8 billion.
U.S. TERRITORIES RISKS. Since each fund may invest a portion of its assets in
municipal securities issued by U.S. territories, the ability of U.S. territory
issuers to continue to make principal and interest payments may also affect a
fund's performance. As with state municipal issuers, the ability to make these
payments is dependent on economic, political and other conditions. Below is a
discussion of certain conditions within some of the territories where the funds
may be invested. It is not a complete analysis of every material fact that may
affect the ability of issuers of U.S. territory municipal securities to meet
their debt obligations or the economic or political conditions within the
territories. It is based on the most recent data available to the funds from
Fitch, Moody's and S&P, and other historically reliable sources, but it has not
been independently verified by the funds.
GUAM. Guam's economy has been heavily dependent on its tourism industry, which
accounted for almost 40% of total employment in 1997. It has been especially
dependent on Japanese tourism, which has made Guam vulnerable to fluctuations in
the relationship between the U.S. dollar and the Japanese yen.
In the early to mid-1990s, Guam's financial position deteriorated due to a
series of natural disasters that led to increased spending on top of already
significant budget gaps. As a result, the government introduced a comprehensive
financial plan in June 1995 to help balance the budget and reduce the general
fund deficit by fiscal 1999. As of fiscal 1997, the deficit had improved and the
budget was balanced. It is not yet known, however, whether the goals of the
financial plan will be met.
While Guam's debt burden has been manageable, Guam's ability to maintain current
debt levels may be challenged in the near future. U.S. military downsizing has
reduced the federal presence on the island and may also reduce federal support
for infrastructure projects. At the same time, Guam has faced increasing
pressure to improve its infrastructure to help generate economic development.
Overall, as of October 1997, S&P's outlook for Guam was negative due to Guam's
continued weak financial position and the need for continued political support
towards the goals of the financial plan.
MARIANA ISLANDS. The Mariana Islands became a commonwealth in 1975. At that
time, the U.S. government agreed to exempt the islands from federal minimum wage
and immigration laws in an effort to help stimulate industry and the economy.
The islands' minimum wage has been more than $2 per hour below the U.S. level
and tens of thousands of workers have immigrated from various Asian countries to
provide cheap labor for the islands' industries. Recently, the islands' tourism
and apparel industries combined to help increase gross business receipts from
$224 million in 1985 to $2 billion in 1996. Currently, however, Congress is
considering a bill to raise wages and curtail immigration to the Mariana
Islands. If it passes, it could have an adverse affect on the islands' economy.
PUERTO RICO. Overall, both Moody's and S&P recently considered Puerto Rico's
outlook stable. The economy has continued to grow and diversify. Much of this
growth has come from the construction, trade and service sectors, which have
accounted for more than 50% of the employment base. Manufacturing has
contributed 41% of the island's gross domestic product and has accounted for 16%
of employment. Despite an increasingly skilled workforce, unemployment has
remained high at 12-13%.
Over the past three years, Puerto Rico's financial performance has improved.
Strong revenue growth and more aggressive tax collection procedures have helped.
Fiscal 1997 appeared to be on target, and expectations are that the fiscal 1998
budget will also be balanced.
Puerto Rico's debt levels have been high but manageable at $2,600 per capita or
12% of expenditures. Going forward, these levels may increase as Puerto Rico
attempts to finance significant capital and infrastructure improvements. Puerto
Rico will also need to address its large unfunded pension liability of more than
$5 billion.
Despite Puerto Rico's stable outlook, Puerto Rico may face challenges in the
coming years with the 1996 passage of a bill eliminating section 936 of the
Code. This Code section has given certain U.S. corporations operating in Puerto
Rico significant tax advantages. These incentives have helped considerably with
Puerto Rico's economic growth, especially with the development of its
manufacturing sector. U.S. firms that have benefited from these incentives have
provided a significant portion of Puerto Rico's revenues, employment and
deposits in local financial institutions. The section 936 incentives will be
phased out over a 10-year period ending in 2006. It is hoped that this long
phase-out period will give Puerto Rico sufficient time to lessen the potentially
negative effects of section 936's elimination.
INVESTMENT RESTRICTIONS
Each fund has adopted the following restrictions as fundamental policies. These
restrictions may not be changed without the approval of a majority of the
outstanding voting securities of the fund. Under the 1940 Act, this means the
approval of (i) more than 50% of the outstanding shares of a fund or (ii) 67% or
more of the shares of a fund present at a shareholder meeting if more than 50%
of the outstanding shares of a fund are represented at the meeting in person or
by proxy, whichever is less. Each fund MAY NOT:
1. Borrow money or mortgage or pledge any of its assets, except that
borrowings (and a pledge of assets therefore) for temporary or emergency
purposes may be made from banks in any amount up to 5% of the total asset
value.
2. Buy any securities on "margin" or sell any securities "short," except
that it may use such short-term credits as are necessary for the clearance of
transactions.
3. Make loans, except through the purchase of readily marketable debt
securities which are either publicly distributed or customarily purchased by
institutional investors. Although such loans are not presently intended, this
prohibition will not preclude the fund from loaning portfolio securities to
broker-dealers or other institutional investors if at least 102% cash
collateral is pledged and maintained by the borrower; provided such portfolio
security loans may not be made if, as a result, the aggregate of such loans
exceeds 10% of the value of the fund's total assets at the time of the most
recent loan.
4. Act as underwriter of securities issued by other persons, except insofar
as the fund may be technically deemed an underwriter under the federal
securities laws in connection with the disposition of portfolio securities.
5. Purchase the securities of any issuer which would result in owning more
than 10% of the voting securities of such issuer, except with respect to the
Maryland Fund, which will not purchase a security, if as a result: i) more
than 25% of its total assets would be invested in the securities of a single
issuer or ii) with respect to 50% of its total assets, more than 5% of its
assets would be invested in the securities of a single issuer.
6. Purchase securities from or sell to the Trust's officers and trustees, or
any firm of which any officer or trustee is a member, as principal, or retain
securities of any issuer if, to the knowledge of the Trust, one or more of
the Trust's officers, trustees, or investment advisor own beneficially more
than
1/2 of 1% of the securities of such issuer and all such officers and trustees
together own beneficially more than 5% of such securities.
7. Acquire, lease or hold real estate, except such as may be necessary or
advisable for the maintenance of its offices and provided that this
limitation shall not prohibit the purchase of municipal and other debt
securities secured by real estate or interests therein.
8. Invest in commodities and commodity contracts, puts, calls, straddles,
spreads or any combination thereof, or interests in oil, gas, or other
mineral exploration or development programs, except that it may purchase,
hold and dispose of "obligations with puts attached" in accordance with its
investment policies.
9. Invest in companies for the purpose of exercising control or management.
10. Purchase securities of other investment companies, except in connection
with a merger, consolidation or reorganization except to the extent the fund
invests its uninvested daily cash balances in shares of the Franklin
Tax-Exempt Money Fund and other tax-exempt money market funds in the Franklin
Templeton Group of Funds provided i) its purchases and redemptions of such
money market fund shares may not be subject to any purchase or redemption
fees, ii) its investments may not be subject to duplication of management
fees, nor to any charge related to the expense of distributing the fund's
shares (as determined under Rule 12b-1, as amended under the federal
securities laws) and iii) provided aggregate investments by the fund in any
such money market fund do not exceed (A) the greater of (i) 5% of the fund's
total net assets or (ii) $2.5 million, or (B) more than 3% of the outstanding
shares of any such money market fund.
11. Invest more than 25% of its assets in securities of any industry;
although for purposes of this limitation, tax-exempt securities and U.S.
government obligations are not considered to be part of any industry.
If a bankruptcy or other extraordinary event occurs concerning a particular
security owned by a fund, the fund may receive stock, real estate, or other
investments that the fund would not, or could not, buy. In this case, the fund
intends to dispose of the investment as soon as practicable while maximizing the
return to shareholders.
If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in the value or liquidity of
portfolio securities or the amount of assets will not be considered a violation
of any of the foregoing restrictions.
OFFICERS AND TRUSTEES
The Board has the responsibility for the overall management of each fund,
including general supervision and review of its investment activities. The
Board, in turn, elects the officers of each fund who are responsible for
administering the fund's day-to-day operations. The affiliations of the officers
and Board members and their principal occupations for the past five years are
shown below. Members of the Board who are considered "interested persons" of
each fund under the 1940 Act are indicated by an asterisk (*).
POSITIONS AND OFFICES PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS WITH THE TRUST THE PAST FIVE YEARS
- --------------------------------------------------------------------------------
Frank H. Abbott, III (77)
1045 Sansome Street
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); director or
trustee, as the case may be, of 28 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) and Vacu-Dry Co. (food processing).
Harris J. Ashton (66)
191 Clapboard Ridge Road
Greenwich, CT 06830
Trustee
Director, RBC Holdings, Inc. (a bank holding company) and Bar-S Foods (a meat
packing company); director or trustee, as the case may be, of 50 of the
investment companies in the Franklin Templeton Group of Funds; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers).
S. Joseph Fortunato (65)
Park Avenue at Morris County
P.O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; director or trustee, as
the case may be, of 52 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Director, General Host Corporation (nursery and
craft centers).
Edith E. Holiday (46)
3239 38th Street, N.W.
Washington, DC 20016
Trustee
Director, Amerada Hess Corporation and Hercules Incorporated (1993-present);
Director, Beverly Enterprises, Inc. (1995-present) and H.J. Heinz Company
(1994-present); director or trustee, as the case may be, of 25 of the investment
companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman
(1995-1997) and Trustee (1993-1997) of National Child Research Center, Assistant
to the President of the United States and Secretary of the Cabinet (1990-1993),
General Counsel to the United States Treasury Department (1989-1990), and
Counselor to the Secretary and Assistant Secretary for Public Affairs and Public
Liaison-United States Treasury Department (1988-1989).
*Charles B. Johnson (65)
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman of the
Board and Trustee
President, Chief Executive Officer and Director, Franklin Resources, Inc.;
Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Advisory
Services, Inc., Franklin Investment Advisory Services, Inc. and Franklin
Templeton Distributors, Inc.; Director, Franklin/Templeton Investor Services,
Inc. and Franklin Templeton Services, Inc.; officer and/or director or trustee,
as the case may be, of most of the other subsidiaries of Franklin Resources,
Inc. and of 51 of the investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Director, General Host Corporation (nursery and craft
centers).
*Rupert H. Johnson, Jr. (57)
777 Mariners Island Blvd.
San Mateo, CA 94404
President
and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
Senior Vice President and Director, Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; and officer and/or director or trustee, as the case may
be, of most of the other subsidiaries of Franklin Resources, Inc. and of 54 of
the investment companies in the Franklin Templeton Group of Funds.
Frank W.T. LaHaye (69)
20833 Stevens Creek Blvd.,
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Miller & LaHaye, which is the General Partner of Peregrine
Ventures II (venture capital firm); Chairman of the Board and Director,
Quarterdeck Corporation (software firm); Director, Digital Transmission Systems,
Inc. (wireless communications); director or trustee, as the case may be, of 28
of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, Director, Fischer Imaging Corporation (medical imaging systems) and
General Partner, Peregrine Associates, which was the General Partner of
Peregrine Ventures (venture capital firm).
Gordon S. Macklin (70)
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (financial services); Director, Fund American
Enterprises Holdings, Inc., MCI Communications Corporation, CCC Information
Services Group, Inc. (information services), MedImmune, Inc. (biotechnology),
Spacehab, Inc. (aerospace services) and Real 3D (software); director or trustee,
as the case may be, of 50 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Chairman, Hambrecht and Quist Group, Director, H &
Q Healthcare Investors and Lockheed Martin Corporation, and President, National
Association of Securities Dealers, Inc.
Harmon E. Burns (53)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President and Director, Franklin Resources, Inc.; Executive Vice
President and Director, Franklin Templeton Distributors, Inc. and Franklin
Templeton Services, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin/Templeton Investor Services, Inc.; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 54 of the investment companies in the Franklin
Templeton Group of Funds.
Martin L. Flanagan (38)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Chief
Financial Officer
Senior Vice President and Chief Financial Officer, Franklin Resources, Inc.;
Executive Vice President and Director, Templeton Worldwide, Inc.; Executive Vice
President, Chief Operating Officer and Director, Templeton Investment Counsel,
Inc.; Senior Vice President and Treasurer, Franklin Advisers, Inc.; Treasurer,
Franklin Advisory Services, Inc.; Treasurer and Chief Financial Officer,
Franklin Investment Advisory Services, Inc.; President, Franklin Templeton
Services, Inc.; Senior Vice President, Franklin/Templeton Investor Services,
Inc.; and officer and/or director or trustee, as the case may be, of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Deborah R. Gatzek (49)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Secretary
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc. and Franklin
Advisory Services, Inc.; Vice President, Chief Legal Officer and Chief Operating
Officer, Franklin Investment Advisory Services, Inc.; and officer of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Thomas J. Kenny (35)
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 Templeton Group of Funds.
Diomedes Loo-Tam (59)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and
Principal
Accounting Officer
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33 of
the investment companies in the Franklin Templeton Group of Funds.
Edward V. McVey (60)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President and National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 29 of the investment companies in the
Franklin Templeton Group of Funds.
The table above shows the officers and Board members who are affiliated with
Distributors and Advisers. As of June 1, 1998 nonaffiliated members of the Board
are currently paid $1,450 per month plus $1,300 per meeting attended. As shown
above, the nonaffiliated Board members also serve as directors or trustees of
other investment companies in the Franklin Templeton Group of Funds. They may
receive fees from these funds for their services. The fees payable to
nonaffiliated members of the Board by the Trust are subject to reductions
resulting from fee caps limiting the amount of fees payable to trustees who
serve on other boards within the Franklin Templeton Group of Funds. The
following table provides the total fees paid to nonaffiliated Board members by
the Trust and by other funds in the Franklin Templeton Group of Funds.
<TABLE>
<CAPTION>
NUMBER OF
TOTAL FEES BOARDS IN THE
TOTAL FEES RECEIVED FROM THE FRANKLIN TEMPLETON
RECEIVED FROM FRANKLIN TEMPLETON GROUP OF FUNDS ON
NAME THE TRUST*** GROUP OF FUNDS**** WHICH EACH SERVES*****
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank H. Abbott, III ........ $31,200 $165,937 28
Harris J. Ashton ............ 29,900 344,642 50
S. Joseph Fortunato ......... 29,900 361,562 52
David W. Garbellano* ........ 14,300 91,317 N/A
Edith Holiday**.............. 2,600 72,875 25
Frank W.T. LaHaye ........... 29,900 141,433 28
Gordon S. Macklin ........... 29,900 337,292 50
</TABLE>
*Deceased, September 27, 1997.
**Appointed January 15, 1998.
***For the fiscal year ended February 28, 1998, during which time fees at the
rate of $1,300 per month plus $1,300 per meeting attended were in effect.
****For the calendar year ended December 31, 1997.
*****We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not include
the total number of series or funds within each investment company for which the
Board members are responsible. The Franklin Templeton Group of Funds currently
includes 56 registered investment companies, with approximately 169 U.S. based
funds or series.
Nonaffiliated members of the Board are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in the
Franklin Templeton Group of Funds for which they serve as director or trustee.
No officer or Board member received any other compensation, including pension or
retirement benefits, directly or indirectly from the funds or other funds in the
Franklin Templeton Group of Funds. Certain officers or Board members who are
shareholders of Resources may be deemed to receive indirect remuneration by
virtue of their participation, if any, in the fees paid to its subsidiaries.
As of April 2, 1998, the officers and Board members, as a group, owned of record
and beneficially the following shares of the funds: approximately 1,579 shares
of the North Carolina Fund - Class I, or less than 1% of the total outstanding
shares of each fund's Class I shares. Many of the Board members also own shares
in other funds in the Franklin Templeton Group of Funds. Charles B. Johnson and
Rupert H. Johnson, Jr. are brothers.
INVESTMENT MANAGEMENT
AND OTHER SERVICES
INVESTMENT MANAGER AND SERVICES PROVIDED. Each fund's investment manager is
Advisers. Advisers provides investment research and portfolio management
services, including the selection of securities for each fund to buy, hold or
sell and the selection of brokers through whom each fund's portfolio
transactions are executed. Advisers' extensive research activities include, as
appropriate, traveling to meet with issuers and to review project sites.
Advisers' activities are subject to the review and supervision of the Board to
whom Advisers renders periodic reports of each fund's investment activities.
Advisers and its officers, directors and employees are covered by fidelity
insurance for the protection of each fund.
Advisers and its affiliates act as investment manager to numerous other
investment companies and accounts. Advisers may give advice and take action with
respect to any of the other funds it manages, or for its own account, that may
differ from action taken by Advisers on behalf of each fund. Similarly, with
respect to each fund, Advisers is not obligated to recommend, buy or sell, or to
refrain from recommending, buying or selling any security that Advisers and
access persons, as defined by the 1940 Act, may buy or sell for its or their own
account or for the accounts of any other fund. Advisers is not obligated to
refrain from investing in securities held by the funds or other funds that it
manages. Of course, any transactions for the accounts of Advisers and other
access persons will be made in compliance with the funds' Code of Ethics. Please
see "Miscellaneous Information - Summary of Code of Ethics."
MANAGEMENT FEES. Under its management agreement, each fund pays Advisers a
management fee equal to a monthly rate of 5/96 of 1% of the value of its net
assets up to and including $100 million; and 1/24 of 1% of the value of its net
assets over $100 million up to and including $250 million; and 9/240 of 1% of
the value of its net assets in excess of $250 million. The fee is computed at
the close of business on the last business day of each month. Each class pays
its proportionate share of the management fee.
The table below shows the management fees paid by each fund for the fiscal years
ended February 28, 1998, February 28, 1997 and February 29, 1996.
<TABLE>
<CAPTION>
MANAGEMENT FEES PAID
-------------------------------------
1998 1997 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alabama Fund ............................... $ 1,189,527 $1,079,285 $1,025,448
Florida Fund ............................... 7,419,693 6,567,507 6,180,348
Georgia Fund ............................... 872,451 812,505 744,453
Kentucky Fund .............................. 81,200* 66,255* 49,195*
Louisiana Fund ............................. 758,170 692,158 655,033
Maryland Fund .............................. 1,166,952 1,033,178 954,307
Missouri Fund .............................. 1,574,188 1,416,882 1,318,581
North Carolina Fund ........................ 1,566,067 1,410,760 1,292,366
Texas Fund ................................. 770,725 762,188 776,321
Virginia Fund .............................. 1,689,780 1,519,947 1,441,960
</TABLE>
*For the fiscal years ended February 28, 1998, February 28, 1997 and February
29, 1996, management fees, before any advance waiver, totaled $304,904, $260,610
and $223,931, respectively. Under an agreement by Advisers to limit its fees,
the Kentucky Fund paid the management fees shown.
MANAGEMENT AGREEMENT. The management agreement is in effect until March 31,
1999. It may continue in effect for successive annual periods if its continuance
is specifically approved at least annually by a vote of the Board or by a vote
of the holders of a majority of the fund's outstanding voting securities, and in
either event by a majority vote of the Board members who are not parties to the
management agreement or interested persons of any such party (other than as
members of the Board), cast in person at a meeting called for that purpose. The
management agreement may be terminated without penalty at any time by the Board
or by a vote of the holders of a majority of the fund's outstanding voting
securities on 30 days' written notice to Advisers, or by Advisers on 30 days'
written notice to the fund, and will automatically terminate in the event of its
assignment, as defined in the 1940 Act.
ADMINISTRATIVE SERVICES. Under an agreement with Advisers, FT Services provides
certain administrative services and facilities for each fund. These include
preparing and maintaining books, records, and tax and financial reports, and
monitoring compliance with regulatory requirements. FT Services is a wholly
owned subsidiary of Resources.
Under its administration agreement, Advisers pays FT Services a monthly
administration fee equal to an annual rate of 0.15% of the fund's average daily
net assets up to $200 million, 0.135% of average daily net assets over $200
million up to $700 million, 0.10% of average daily net assets over $700 million
up to $1.2 billion, and 0.075% of average daily net assets over $1.2 billion.
The table below shows the administration fees paid to FT Services for the fiscal
years ended February 28, 1998 and 1997. These fees are paid by Advisers. They
are not a separate expense of the funds.
ADMINISTRATION FEES PAID
----------------------------
1998 1997*
- -------------------------------------------------------------------------
Alabama Fund ............................... $ 315,821 $121,584
Florida Fund ............................... 1,761,352 691,407
Georgia Fund ............................... 223,366 88,065
Kentucky Fund .............................. 72,518 26,745
Louisiana Fund ............................. 188,768 72,596
Maryland Fund .............................. 309,059 116,248
Missouri Fund .............................. 424,634 163,365
North Carolina Fund ........................ 422,191 161,088
Texas Fund ................................. 193,355 79,386
Virginia Fund .............................. 458,682 174,841
*For the period October 1, 1996 through February 28, 1997.
SHAREHOLDER SERVICING AGENT. Investor Services, a wholly owned subsidiary of
Resources, is the funds' shareholder servicing agent and acts as the funds'
transfer agent and dividend-paying agent. Investor Services is compensated on
the basis of a fixed fee per account. Each fund may also reimburse Investor
Services for certain out-of-pocket expenses, which may include payments by
Investor Services to entities, including affiliated entities, that provide
sub-shareholder services, recordkeeping and/or transfer agency services to
beneficial owners of the fund. The amount of reimbursements for these services
per benefit plan participant fund account per year may not exceed the per
account fee payable by the fund to Investor Services in connection with
maintaining shareholder accounts.
CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, New York 10286, acts as custodian of the securities and other assets of
each fund. The custodian does not participate in decisions relating to the
purchase and sale of portfolio securities.
AUDITORS. Coopers & Lybrand L.L.P., 333 Market Street, San Francisco, California
94105, are the funds' independent auditors. During the fiscal year ended
February 28, 1998, their auditing services consisted of rendering an opinion on
the financial statements of the Trust included in the Trust's Annual Report to
Shareholders for the fiscal year ended February 28, 1998.
HOW DO THE FUNDS BUY
SECURITIES FOR THEIR PORTFOLIOS?
Since most purchases by the funds are principal transactions at net prices, the
funds incur little or no brokerage costs. The funds deal directly with the
selling or buying principal or market maker without incurring charges for the
services of a broker on their behalf, unless it is determined that a better
price or execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters will include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
will include a spread between the bid and ask prices. As a general rule, the
funds do not buy bonds in underwritings where they are given no choice, or only
limited choice, in the designation of dealers to receive the commission. The
funds seek to obtain prompt execution of orders at the most favorable net price.
Transactions may be directed to dealers in return for research and statistical
information, as well as for special services provided by the dealers in the
execution of orders.
It is not possible to place a dollar value on the special executions or on the
research services Advisers receives from dealers effecting transactions in
portfolio securities. The allocation of transactions in order to obtain
additional research services permits Advisers to supplement its own research and
analysis activities and to receive the views and information of individuals and
research staffs of other securities firms. As long as it is lawful and
appropriate to do so, Advisers and its affiliates may use this research and data
in their investment advisory capacities with other clients. If the funds'
officers are satisfied that the best execution is obtained, the sale of fund
shares, as well as shares of other funds in the Franklin Templeton Group of
Funds, may also be considered a factor in the selection of broker-dealers to
execute the funds' portfolio transactions.
If purchases or sales of securities of the funds and one or more other
investment companies or clients supervised by Advisers are considered at or
about the same time, transactions in these securities will be allocated among
the several investment companies and clients in a manner deemed equitable to all
by Advisers, taking into account the respective sizes of the funds and the
amount of securities to be purchased or sold. In some cases this procedure could
have a detrimental effect on the price or volume of the security so far as the
funds are concerned. In other cases it is possible that the ability to
participate in volume transactions may improve execution and reduce transaction
costs to the funds.
During the fiscal years ended February 28, 1998, February 28, 1997 and February
29, 1996, the funds paid no brokerage commissions.
As of February 28, 1998, the funds did not own securities of their regular
broker-dealers.
HOW DO I BUY, SELL AND EXCHANGE SHARES?
ADDITIONAL INFORMATION ON BUYING SHARES
The funds continuously offer their shares through Securities Dealers who have an
agreement with Distributors. Securities Dealers may at times receive the entire
sales charge. A Securities Dealer who receives 90% or more of the sales charge
may be deemed an underwriter under the Securities Act of 1933, as amended.
Securities laws of states where the funds offer their shares may differ from
federal law. Banks and financial institutions that sell shares of the funds may
be required by state law to register as Securities Dealers. Financial
institutions or their affiliated brokers may receive an agency transaction fee
in the percentages indicated in the table under "How Do I Buy Shares? - Purchase
Price of Fund Shares" in the Prospectus.
When you buy shares, if you submit a check or a draft that is returned unpaid to
a fund we may impose a $10 charge against your account for each returned item.
Under agreements with certain banks in Taiwan, Republic of China, the funds'
shares are available to these banks' trust accounts without a sales charge. The
banks may charge service fees to their customers who participate in the trusts.
A portion of these service fees may be paid to Distributors or one of its
affiliates to help defray expenses of maintaining a service office in Taiwan,
including expenses related to local literature fulfillment and communication
facilities.
Class I shares of the funds may be offered to investors in Taiwan through
securities advisory firms known locally as Securities Investment Consulting
Enterprises. In conformity with local business practices in Taiwan, Class I
shares may be offered with the following schedule of sales charges:
SALES
SIZE OF PURCHASE - U.S. DOLLARS CHARGE
- ----------------------------------------------------
Under $30,000......................... 3%
$30,000 but less than $100,000........ 2%
$100,000 but less than $400,000....... 1%
$400,000 or more...................... 0%
OTHER PAYMENTS TO SECURITIES DEALERS. Distributors may pay the following
commissions, out of its own resources, to Securities Dealers who initiate and
are responsible for purchases of Class I shares of $1 million or more: 0.75% on
sales of $1 million to $2 million, plus 0.60% on sales over $2 million to $3
million, plus 0.50% on sales over $3 million to $50 million, plus 0.25% on sales
over $50 million to $100 million, plus 0.15% on sales over $100 million. These
breakpoints are reset every 12 months for purposes of additional purchases.
Distributors and/or its affiliates provide financial support to various
Securities Dealers that sell shares of the Franklin Templeton Group of Funds.
This support is based primarily on the amount of sales of fund shares. The
amount of support may be affected by: total sales; net sales; levels of
redemptions; the proportion of a Securities Dealer's sales and marketing efforts
in the Franklin Templeton Group of Funds; a Securities Dealer's support of, and
participation in, Distributors' marketing programs; a Securities Dealer's
compensation programs for its registered representatives; and the extent of a
Securities Dealer's marketing programs relating to the Franklin Templeton Group
of Funds. Financial support to Securities Dealers may be made by payments from
Distributors' resources, from Distributors' retention of underwriting
concessions and, in the case of funds that have Rule 12b-1 plans, from payments
to Distributors under such plans. In addition, certain Securities Dealers may
receive brokerage commissions generated by fund portfolio transactions in
accordance with the NASD's rules.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin Templeton
Funds and are afforded the opportunity to speak with portfolio managers.
Invitation to these meetings is not conditioned on selling a specific number of
shares. Those who have shown an interest in the Franklin Templeton Funds,
however, are more likely to be considered. To the extent permitted by their
firm's policies and procedures, registered representatives' expenses in
attending these meetings may be covered by Distributors.
LETTER OF INTENT. You may qualify for a reduced sales charge when you buy Class
I shares, as described in the Prospectus. At any time within 90 days after the
first investment that you want to qualify for a reduced sales charge, you may
file with the fund a signed shareholder application with the Letter of Intent
section completed. After the Letter is filed, each additional investment will be
entitled to the sales charge applicable to the level of investment indicated on
the Letter. Sales charge reductions based on purchases in more than one Franklin
Templeton Fund will be effective only after notification to Distributors that
the investment qualifies for a discount. Your holdings in the Franklin Templeton
Funds acquired more than 90 days before the Letter is filed will be counted
towards completion of the Letter, but they will not be entitled to a retroactive
downward adjustment in the sales charge. Any redemptions you make 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 on the amount actually purchased (less
redemptions) during the period. If you execute a Letter before a change in the
sales charge structure of the fund, you may complete the Letter at the lower of
the new sales charge structure or the sales charge structure in effect at the
time the Letter was filed.
As mentioned in the Prospectus, five percent (5%) of the amount of the total
intended purchase will be reserved in Class I shares of the fund registered in
your name until you fulfill the Letter. If the amount of your total purchases,
less redemptions, equals the amount specified under the Letter, the reserved
shares will be deposited to an account in your name or delivered to you or as
you direct. If the amount of your total purchases, less redemptions, exceeds the
amount specified under the Letter and is an amount that would qualify for a
further quantity discount, a retroactive price adjustment will be made by
Distributors and the Securities 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 amount of your total purchases, less
redemptions, is less than the amount specified under the Letter, you 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 that would have applied to
the aggregate purchases if the total of the purchases had been made at a single
time. Upon remittance, the reserved shares held for your account will be
deposited to an account in your name or delivered to you or as you direct. If
within 20 days after written request the difference in sales charge is not paid,
the redemption of an appropriate number of reserved shares to realize the
difference will be made. In the event of a total redemption of the account
before fulfillment of the Letter, the additional sales charge due will be
deducted from the proceeds of the redemption, and the balance will be forwarded
to you.
ADDITIONAL INFORMATION ON EXCHANGING SHARES
If you request the exchange of the total value of your account, accrued but
unpaid income dividends and capital gain distributions will be reinvested in the
fund at the Net Asset Value on the date of the exchange, and then the entire
share balance will be exchanged into the new fund. Backup withholding and
information reporting may apply. Information regarding the possible tax
consequences of an exchange is included in the tax section in this SAI and in
the Prospectus.
If a substantial number of shareholders should, within a short period, sell
their shares of the fund under the exchange privilege, the fund might have to
sell portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the exchange
privilege may result in periodic large inflows of money. If this occurs, it is
each fund's general policy to initially invest this money in short-term,
tax-exempt municipal securities, unless it is believed that attractive
investment opportunities consistent with the fund's investment goals exist
immediately. This money will then be withdrawn from the short-term, tax-exempt
municipal securities and invested in portfolio securities in as orderly a manner
as is possible when attractive investment opportunities arise.
The proceeds from the sale of shares of an investment company are generally not
available until the seventh day following the sale. The funds you are seeking to
exchange into may delay issuing shares pursuant to an exchange until that
seventh day. The sale of fund shares to complete an exchange will be effected at
Net Asset Value at the close of business on the day the request for exchange is
received in proper form. Please see "May I Exchange Shares for Shares of Another
Fund?" in the Prospectus.
ADDITIONAL INFORMATION ON SELLING SHARES
SYSTEMATIC WITHDRAWAL PLAN. There are no service charges for establishing or
maintaining a systematic withdrawal plan. Payments under the plan will be made
from the redemption of an equivalent amount of shares in your account, generally
on the 25th day of the month in which a payment is scheduled. If the 25th falls
on a weekend or holiday, we will process the redemption on the next business
day.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust the
shares in your account if payments exceed distributions received from the fund.
This is especially likely to occur if there is a market decline. If a withdrawal
amount exceeds the value of your account, your account will be closed and the
remaining balance in your account will be sent to you. Because the amount
withdrawn under the plan may be more than your actual yield or income, part of
the payment may be a return of your investment.
The fund may discontinue a systematic withdrawal plan by notifying you in
writing and will automatically discontinue a systematic withdrawal plan if all
shares in your account are withdrawn or if the fund receives notification of the
shareholder's death or incapacity.
THROUGH YOUR SECURITIES DEALER. If you sell shares through your Securities
Dealer, it is your dealer's responsibility to transmit the order to the fund in
a timely fashion. Any loss to you resulting from your dealer's failure to do so
must be settled between you and your Securities Dealer.
REDEMPTIONS IN KIND. Each fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the value
of the fund's net assets at the beginning of the 90-day period. This commitment
is irrevocable without the prior approval of the SEC. In the case of redemption
requests in excess of these amounts, the Board reserves the right to make
payments in whole or in part in securities or other assets of the fund, in case
of an emergency, or if the payment of such a redemption in cash would be
detrimental to the existing shareholders of the fund. In these circumstances,
the securities distributed would be valued at the price used to compute the
fund's net assets and you may incur brokerage fees in converting the securities
to cash. The funds do not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
GENERAL INFORMATION
If dividend checks are returned to the funds marked "unable to forward" by the
postal service, we will consider this a request by you to change your dividend
option to reinvest all distributions. The proceeds will be reinvested in
additional shares at Net Asset Value until we receive new instructions.
Distribution or redemption checks sent to you do not earn interest or any other
income during the time the checks remain uncashed. Neither the funds nor their
affiliates will be liable for any loss caused by your failure to cash such
checks. The funds are not responsible for tracking down uncashed checks, unless
a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to find
you from your account. These costs may include a percentage of the account when
a search company charges a percentage fee in exchange for its location services.
All checks, drafts, wires and other payment mediums used to buy or sell shares
of a fund must be denominated in U.S. dollars. We may, in our sole discretion,
either (a) reject any order to buy or sell shares denominated in any other
currency or (b) honor the transaction or make adjustments to your account for
the transaction as of a date and with a foreign currency exchange factor
determined by the drawee bank.
SPECIAL SERVICES. Investor Services may pay certain financial institutions that
maintain omnibus accounts with the funds on behalf of numerous beneficial owners
for recordkeeping operations performed with respect to such owners. For each
beneficial owner in the omnibus account, a fund may reimburse Investor Services
an amount not to exceed the per account fee that the fund normally pays Investor
Services. These financial institutions may also charge a fee for their services
directly to their clients.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
HOW ARE FUND SHARES VALUED?
We calculate the Net Asset Value per share as of the close of the NYSE, normally
1:00 p.m. Pacific time, each day that the NYSE is open for trading. As of the
date of this SAI, the funds are informed that the NYSE observes the following
holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
For the purpose of determining the aggregate net assets of each fund, cash and
receivables are valued at their realizable amounts. Interest is recorded as
accrued. Over-the-counter portfolio securities are valued within the range of
the most recent quoted bid and ask prices. Portfolio securities that are traded
both in the over-the-counter market and on a stock exchange are valued according
to the broadest and most representative market as determined by Advisers.
Municipal securities generally trade in the over-the-counter market rather than
on a securities exchange. In the absence of a sale or reported bid and ask
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 municipal
securities.
Generally, trading in U.S. government securities and money market instruments is
substantially completed each day at various times before the close of the NYSE.
The value of these securities used in computing the Net Asset Value of each
class is determined as of such times. Occasionally, events affecting the values
of these securities may occur between the times at which they are determined and
the close of the NYSE that will not be reflected in the computation of the Net
Asset Value. If events materially affecting the values of these securities occur
during this period, the securities will be valued at their fair value as
determined in good faith by the Board.
Other securities for which market quotations are readily available are valued at
the current market price, which may be obtained from a pricing service, based on
a variety of factors including recent trades, institutional size trading in
similar types of securities (considering yield, risk and maturity) and/or
developments related to specific issues. Securities and other assets for which
market prices are not readily available are valued at fair value as determined
following procedures approved by the Board. With the approval of the Board, the
funds may use a pricing service, bank or Securities Dealer to perform any of the
above described functions.
ADDITIONAL INFORMATION ON
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
DISTRIBUTIONS OF NET INVESTMENT INCOME. By meeting certain requirements of the
Code, each fund has qualified and continues to qualify to pay "exempt-interest
dividends" to shareholders. These dividends are derived from interest income
exempt from regular federal income tax, and are not subject to regular federal
income tax when they are distributed. In addition, to the extent that
exempt-interest dividends are derived from interest on obligations of a state or
its political subdivisions, or from interest on qualifying U.S. territorial
obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands or Guam), they will also be exempt from that state's personal income
taxes. A state generally does not grant tax-free treatment to interest on state
and municipal securities of other states.
At the end of each calendar year, each fund in which you are a shareholder will
provide you with the percentage of any dividends paid that may qualify for
tax-free treatment on your personal income tax return. You should consult with
your personal tax advisor to determine the application of your state and local
laws to these distributions. Corporate shareholders should consult with their
corporate tax advisors about whether any of their distributions may be exempt
from corporate income or franchise taxes. For more information, please see
"Appendices - State Tax Treatment."
A fund may earn taxable income on any temporary investments, on the discount
from stripped obligations or their coupons, on income from securities loans or
other taxable transactions, on the excess of short-term capital gains over
long-term capital losses earned by the fund ("net short-term capital gain"), or
on ordinary income derived from the sale of market discount bonds. Any
distributions by a fund from such income will be taxable to you as ordinary
income, whether you take them in cash or additional shares.
From time to time, a fund may buy a tax-exempt bond in the secondary market for
a price that is less than the principal amount of the bond. This discount is
called market discount if it exceeds a de minimis amount of discount under the
Code. For market discount bonds purchased after April 30, 1993, a portion of the
gain on sale or disposition (not to exceed the accrued portion of market
discount at the time of the sale) is treated as ordinary income rather than
capital gain. Any distribution by a fund of market discount income will be
taxable as ordinary income to you. A fund may elect in any fiscal year not to
distribute to you its taxable ordinary income and to pay a federal income or
excise tax on this income at the fund level. In any case, the amount of market
discount, if any, is expected to be small.
DISTRIBUTIONS OF CAPITAL GAINS. A fund may derive capital gains and losses in
connection with sales or other dispositions of its portfolio securities.
Distributions derived from the excess of net short-term capital gain over net
long-term capital loss will be taxable to you as ordinary income. Distributions
paid from long-term capital gains realized by a fund will be taxable to you as
long-term capital gain, regardless of how long you have held your shares in the
fund. Any net short-term or long-term capital gains realized by a fund (net of
any capital loss carryovers) generally will be distributed once each year, and
may be distributed more frequently, if necessary, in order to reduce or
eliminate federal excise or income taxes on the fund.
Under the Taxpayer Relief Act of 1997 (the "1997 Act"), a fund is required to
report the capital gain distributions paid to you from gains realized on the
sale of portfolio securities using the following categories:
"28% RATE GAINS": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than one year but not more than 18 months, and
securities sold by a fund before May 7, 1997 that were held for more than one
year. These gains will be taxable to individual investors at a maximum rate of
28%.
"20% RATE GAINS": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than 18 months, and under a transitional rule,
securities sold by a fund between May 7 and July 28, 1997 (inclusive) that were
held for more than one year. These gains will be taxable to individual investors
at a maximum rate of 20% for individual investors in the 28% or higher federal
income tax brackets, and at a maximum rate of 10% for investors in the 15%
federal income tax bracket.
The 1997 Act also provides for a new maximum rate of tax on capital gains of 18%
for individuals in the 28% or higher federal income tax brackets and 8% for
individuals in the 15% federal income tax bracket for "qualified 5-year gains."
For individuals in the 15% bracket, qualified 5-year gains are net gains on
securities held for more than five years that are sold after December 31, 2000.
For individuals who are subject to tax at higher rates, qualified 5-year gains
are net gains on securities that are purchased after December 31, 2000 and are
held for more than five years. Taxpayers subject to tax at the higher rates may
also make an election for shares held on January 1, 2001 to recognize gain on
their shares in order to qualify such shares as qualified 5-year property.
Each fund in which you are a shareholder will advise you at the end of each
calendar year of the amount of its capital gain distributions paid during the
calendar year that qualify for these maximum federal tax rates. Additional
information on reporting these distributions on your personal income tax returns
is available in Franklin Templeton's Tax Information Handbook. This handbook has
been revised to include 1997 Act tax law changes. Please call Fund Information
to request a copy. Questions about your personal tax reporting should be
addressed to your personal tax advisor.
CERTAIN DISTRIBUTIONS PAID IN JANUARY. Distributions of taxable income, if any,
which are declared in October, November or December to shareholders of record in
such month, and paid to you in January of the following year, will be treated
for tax purposes as if they had been received by you on December 31 of the year
in which they were declared. A fund will report this income to you on your Form
1099-DIV for the year in which these distributions were declared. You will
receive a Form 1099-DIV only for calendar years in which a fund has made a
distribution to you of taxable ordinary income or capital gain.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS. Each fund in which you are a
shareholder will inform you of the amount and character of your distributions at
the time they are paid, and will shortly after the close of each calendar year
advise you of the tax status for federal income tax purposes of such
distributions, including the portion of the distributions that on average
comprise taxable income or interest income that is a tax preference item under
the alternative minimum tax. If you have not held fund shares for a full year,
you may have designated as taxable, tax-exempt or as a tax preference a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the fund.
TAXES
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY. Each fund has elected to
be treated as a regulated investment company under Subchapter M of the Code, has
qualified as such for its most recent fiscal year, and intends to so qualify
during the current fiscal year. The Board reserves the right not to maintain the
qualification of a fund as a regulated investment company if it determines such
course of action to be beneficial to shareholders. In such case, the fund will
be subject to federal, and possibly state, corporate taxes on its taxable income
and gains, and distributions to you will be taxed as ordinary dividend income to
the extent of the fund's available earnings and profits.
In order to qualify as a regulated investment company for tax purposes, each
fund must meet certain specific requirements, including:
o The fund must maintain a diversified portfolio of securities, wherein no
security (other than U.S. government securities and securities of other
regulated investment companies) can exceed 25% of the fund's total assets,
and, with respect to 50% of a fund's total assets, no investment (other
than cash and cash items, U.S. government securities and securities of
other regulated investment companies) can exceed 5% of the fund's total
assets;
o The fund must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the
sale or disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies; and
o The fund must distribute to its shareholders at least 90% of its net
investment income and net tax-exempt income for each of its fiscal years.
EXCISE TAX DISTRIBUTION REQUIREMENTS. The Code requires a fund to distribute at
least 98% of its taxable ordinary income earned during the calendar year and 98%
of its capital gain net income earned during the twelve month period ending
October 31 (in addition to undistributed amounts from the prior year) to you by
December 31 of each year in order to avoid federal excise taxes. Each fund
intends to declare and pay sufficient dividends in December (or in January that
are treated by you as received in December) but does not guarantee and can give
no assurances that its distributions will be sufficient to eliminate all such
taxes.
REDEMPTION OF FUND SHARES. Redemptions and exchanges of fund shares are taxable
transactions for federal and state income tax purposes. The tax law requires
that you recognize a gain or loss in an amount equal to the difference between
your tax basis and the amount you received in exchange for your shares, subject
to the rules described below. If you hold your shares as a capital asset, the
gain or loss that you realize will be capital gain or loss, and will be
long-term for federal income tax purposes if you have held your shares for more
than one year at the time of redemption or exchange. Any loss incurred on the
redemption or exchange of shares held for six months or less will be disallowed
to the extent of any exempt-interest dividends distributed to you with respect
to your shares in a fund and any remaining loss will be treated as a long-term
capital loss to the extent of any long-term capital gains distributed to you by
a fund on those shares. The holding periods and categories of capital gain that
apply under the 1997 Act are described above in the "Distributions" section.
All or a portion of any loss that you realize upon the redemption of your fund
shares will be disallowed to the extent that you buy other shares in the fund
(through reinvestment of dividends or otherwise) within 30 days before or after
your share redemption. Any loss disallowed under these rules will be added to
your tax basis in the new shares you buy.
DEFERRAL OF BASIS. All or a portion of the sales charge that you paid for your
shares in a fund will be excluded from your tax basis in any of the shares sold
within 90 days of their purchase (for the purpose of determining gain or loss
upon the sale of such shares) if you reinvest the sales proceeds in the fund or
in another of the Franklin Templeton Funds, and the sales charge that would
otherwise apply to your reinvestment is reduced or eliminated. The portion of
the sales charge excluded from your tax basis in the shares sold will equal the
amount that the sales charge is reduced on your reinvestment. Any portion of the
sales charge excluded from your tax basis in the shares sold will be added to
the tax basis of the shares you acquire from your reinvestment.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS. Because each fund's income is
derived primarily from interest rather than dividends, no portion of its
distributions will generally be eligible for the corporate dividends-received
deduction. None of the dividends paid by the funds for the most recent fiscal
year qualified for such deduction, and it is anticipated that none of the
current year's dividends will so qualify.
TREATMENT OF PRIVATE ACTIVITY BOND INTEREST. The interest on bonds issued to
finance essential state and local government operations is generally tax-exempt,
and distributions paid from this interest income will generally qualify as an
exempt-interest dividend. Interest on certain non-essential or "private activity
bonds" (including those for housing and student loans) issued after August 7,
1986, while still exempt from regular federal income tax, is a preference item
for taxpayers in determining their alternative minimum tax under the Code and
under the income tax provisions of several states. Private activity bond
interest could subject you to or increase your liability under federal and state
alternative minimum taxes, depending on your individual or corporate tax
position.
Consistent with each fund's investment goals, each fund may acquire such private
activity bonds if, in Advisers' opinion, such bonds represent the most
attractive investment opportunity then available to the fund. Persons who are
defined in the Code as "substantial users" (or persons related to such users) of
facilities financed by private activity bonds should consult with their tax
advisors before buying shares in the fund.
The Code also imposes certain limitations and restrictions on the use of
tax-exempt bond financing for non-governmental business activities, such as on
activities financed by certain industrial development or private activity bonds.
Some of these bonds, including bonds for sports arenas, parking facilities, and
pollution control facilities, are generally not tax-exempt because they
generally do not pay tax-exempt interest.
INVESTMENTS IN ORIGINAL ISSUE DISCOUNT (OID) AND MARKET DISCOUNT BONDS. To the
extent a fund invests in zero coupon bonds, bonds issued or acquired at a
discount, delayed interest bonds, or bonds that provide for payment of
interest-in-kind (PIK), the fund may have to recognize income and make
distributions to you before its receipt of cash payments. Zero coupon and
delayed interest bonds are normally issued at a discount and are therefore
generally subject to tax reporting as OID obligations. A fund is required to
accrue as income a portion of the discount at which these securities were
issued, and to distribute such income each year (as ordinary dividends) in order
to maintain its qualification as a regulated investment company and to avoid
income reporting and excise taxes at the fund level. PIK bonds are subject to
similar tax rules concerning the amount, character and timing of income required
to be accrued by a fund. Bonds acquired in the secondary market for a price less
than their stated redemption price, or revised issue price in the case of a bond
having OID, are said to have been acquired with market discount. For these
bonds, a fund may elect to accrue market discount on a current basis, in which
case the fund will be required to distribute any such accrued discount. If a
fund does not elect to accrue market discount into income currently, gain
recognized on sale will be recharacterized as ordinary income instead of capital
gain to the extent of any accumulated market discount on the obligation.
DEFAULTED OBLIGATIONS. A fund may be required to accrue income on defaulted
obligations and to distribute such income to you even though it is not currently
receiving interest or principal payments on such obligations. In order to
generate cash to satisfy these distribution requirements, a fund may be required
to dispose of portfolio securities that it otherwise would have continued to
hold or to use cash flows from other sources such as the sale of fund shares.
THE FUNDS' UNDERWRITER
Pursuant to an underwriting agreement, Distributors acts as principal
underwriter in a continuous public offering of each fund's shares. The
underwriting agreement will continue in effect for successive annual periods if
its continuance is specifically approved at least annually by a vote of the
Board or by a vote of the holders of a majority of the fund's outstanding voting
securities, and in either event by a majority vote of the Board members who are
not parties to the underwriting agreement or interested persons of any such
party (other than as members of the Board), cast in person at a meeting called
for that purpose. The underwriting agreement terminates automatically in the
event of its assignment and may be terminated by either party on 90 days'
written notice.
Distributors pays the expenses of the distribution of fund shares, including
advertising expenses and the costs of printing sales material and prospectuses
used to offer shares to the public. Each fund pays the expenses of preparing and
printing amendments to its registration statements and prospectuses (other than
those necessitated by the activities of Distributors) and of sending
prospectuses to existing shareholders.
The table below shows the aggregate underwriting commissions received by
Distributors in connection with the offering of each fund's shares, the net
underwriting discounts and commissions retained by Distributors after allowances
to dealers, and the amounts received by Distributors in connection with
redemptions or repurchases of shares for the fiscal years ended February 28,
1998, February 28, 1997 and February 29, 1996.
<TABLE>
<CAPTION>
AMOUNT RECEIVED
TOTAL AMOUNT IN CONNECTION
COMMISSIONS RETAINED BY WITH REDEMPTIONS
RECEIVED DISTRIBUTORS OR REPURCHASES
- ------------------------------------------------------------------------------------
1998
<S> <C> <C> <C>
Alabama Fund .................... $ 893,841 $ 55,956 $ 3,262
Florida Fund .................... 6,501,473 424,153 7,601
Georgia Fund .................... 705,553 42,875 1,464
Kentucky Fund ................... 354,892 24,682 -
Louisiana Fund .................. 568,856 37,815 1,321
Maryland Fund ................... 1,009,222 62,026 3,096
Missouri Fund ................... 1,652,316 103,117 3,562
North Carolina Fund ............. 1,557,597 95,165 6,473
Texas Fund ...................... 310,914 20,220 1,447
Virginia Fund ................... 1,501,600 93,973 3,561
1997
<S> <C> <C> <C>
Alabama Fund .................... $ 714,659 $ 46,026 $ 859
Florida Fund .................... 4,989,349 320,319 13,709
Georgia Fund .................... 589,639 36,558 688
Kentucky Fund ................... 263,208 16,972 -
Louisiana Fund .................. 503,212 30,444 5,331
Maryland Fund ................... 925,907 55,499 2,211
Missouri Fund ................... 1,133,635 71,462 2,759
North Carolina Fund ............. 1,199,579 73,060 1,322
Texas Fund ...................... 254,884 16,652 16
Virginia Fund ................... 1,202,582 76,437 1,039
1996
<S> <C> <C> <C>
Alabama Fund .................... $ 699,785 $ 44,192 $ -
Florida Fund .................... 4,497,258 291,187 23,101
Georgia Fund .................... 652,146 40,452 -
Kentucky Fund ................... 187,687 12,551 -
Louisiana Fund .................. 339,900 21,165 -
Maryland Fund ................... 937,157 59,111 480
Missouri Fund ................... 900,767 56,179 11,741
North Carolina Fund ............. 1,283,034 81,834 -
Texas Fund ...................... 258,255 16,685 -
Virginia Fund ................... 963,532 60,342 -
</TABLE>
Distributors may be entitled to reimbursement under the Rule 12b-1 plan for each
class, as discussed below. Except as noted, Distributors received no other
compensation from the funds for acting as underwriter.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 plans" that
were adopted pursuant to Rule 12b-1 of the 1940 Act.
THE CLASS I PLANS. Under the Class I plan of each fund, the fund may pay up to a
maximum of 0.10% per year of Class I's average daily net assets, payable
quarterly, for expenses incurred in the promotion and distribution of Class I
shares.
In implementing the Class I plans, the Board has determined that the annual fees
payable under each plan will be equal to the sum of: (i) the amount obtained by
multiplying 0.10% by the average daily net assets represented by Class I shares
of the fund that were acquired by investors on or after May 1, 1994, the
effective date of the plan ("New Assets"), and (ii) the amount obtained by
multiplying 0.05% by the average daily net assets represented by Class I shares
of the fund that were acquired before May 1, 1994 ("Old Assets"). These fees
will be paid to the current Securities Dealer of record on the account. In
addition, until such time as the maximum payment of 0.10% is reached on a yearly
basis, up to an additional 0.02% will be paid to Distributors under the plan.
When the fund reaches $4 billion in assets, the amount to be paid to
Distributors will be reduced from 0.02% to 0.01%. The payments made to
Distributors will be used by Distributors to defray other marketing expenses
that have been incurred in accordance with the plan, such as advertising.
The fee is a Class I expense. This means that all Class I shareholders,
regardless of when they purchased their shares, will bear Rule 12b-1 expenses at
the same rate. The initial rate will be at least 0.07% (0.05% plus 0.02%) of the
average daily net assets of Class I and, as Class I shares are sold on or after
May 1, 1994, will increase over time. Thus, as the proportion of Class I shares
purchased on or after May 1, 1994, increases in relation to outstanding Class I
shares, the expenses attributable to payments under the plan will also increase
(but will not exceed 0.10% of average daily net assets). While this is the
currently anticipated calculation for fees payable under the Class I plans, each
plan permits the Board to allow the fund to pay a full 0.10% on all assets at
any time. The approval of the Board would be required to change the calculation
of the payments to be made under the Class I plan.
The Class I plans do not permit unreimbursed expenses incurred in a particular
year to be carried over to or reimbursed in later years.
THE CLASS II PLANS. Under the Class II plans, each fund pays Distributors up to
0.50% per year of Class II's average daily net assets, payable quarterly, for
distribution and related expenses. These fees may be used to compensate
Distributors or others for providing distribution and related services and
bearing certain Class II expenses. All distribution expenses over this amount
will be borne by those who have incurred them without reimbursement by the fund.
Under the Class II plans, each fund also pays an additional 0.15% per year of
Class II's average daily net assets, payable quarterly, as a servicing fee.
THE CLASS I AND CLASS II PLANS. In addition to the payments that Distributors or
others are entitled to under each plan, each plan also provides that to the
extent the fund, Advisers or Distributors or other parties on behalf of the
fund, Advisers or Distributors make payments that are deemed to be for the
financing of any activity primarily intended to result in the sale of shares of
each class within the context of Rule 12b-1 under the 1940 Act, then such
payments shall be deemed to have been made pursuant to the plan. The terms and
provisions of each plan relating to required reports, term, and approval are
consistent with Rule 12b-1.
In no event shall the aggregate asset-based sales charges, which include
payments made under each plan, plus any other payments deemed to be made
pursuant to a plan, exceed the amount permitted to be paid under the rules of
the NASD.
To the extent fees are for distribution or marketing functions, as distinguished
from administrative servicing or agency transactions, certain banks will not be
entitled to participate in the plans as a result of applicable federal law
prohibiting certain banks from engaging in the distribution of mutual fund
shares. These banking institutions, however, are permitted to receive fees under
the plans for administrative servicing or for agency transactions. If you are a
customer of a bank that is prohibited from providing these services, you would
be permitted to remain a shareholder of the fund, and alternate means for
continuing the servicing would be sought. In this event, changes in the services
provided might occur and you might no longer be able to avail yourself of any
automatic investment or other services then being provided by the bank. It is
not expected that you would suffer any adverse financial consequences as a
result of any of these changes.
Each plan has been approved in accordance with the provisions of Rule 12b-1. The
plans are renewable annually by a vote of the Board, including a majority vote
of the Board members who are not interested persons of the fund and who have no
direct or indirect financial interest in the operation of the plans, cast in
person at a meeting called for that purpose. It is also required that the
selection and nomination of such Board members be done by the non-interested
members of the Board. The plans and any related agreement may be terminated at
any time, without penalty, by vote of a majority of the non-interested Board
members on not more than 60 days' written notice, by Distributors on not more
than 60 days' written notice, by any act that constitutes an assignment of the
management agreement with Advisers or by vote of a majority of the outstanding
shares of the class. Distributors or any dealer or other firm may also terminate
their respective distribution or service agreement at any time upon written
notice.
The plans and any related agreements may not be amended to increase materially
the amount to be spent for distribution expenses without approval by a majority
of the outstanding shares of the class, and all material amendments to the plans
or any related agreements shall be approved by a vote of the non-interested
members of the Board, cast in person at a meeting called for the purpose of
voting on any such amendment.
Distributors is required to report in writing to the Board at least quarterly on
the amounts and purpose of any payment made under the plans and any related
agreements, as well as to furnish the Board with such other information as may
reasonably be requested in order to enable the Board to make an informed
determination of whether the plans should be continued.
For the fiscal year ended February 28, 1998, Distributors' eligible expenditures
for advertising, printing, and payments to underwriters and broker-dealers
pursuant to the plans and the amounts the fund paid Distributors under the plans
were as follows:
<TABLE>
<CAPTION>
CLASS I CLASS II
----------------------------------------------------------
DISTRIBUTORS' AMOUNT DISTRIBUTORS' AMOUNT
ELIGIBLE PAID BY ELIGIBLE PAID BY
EXPENSES FUND EXPENSES FUND
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alabama Fund........................ $ 203,550 $ 176,892 $ 79,802 $ 46,584
Florida Fund........................ 1,698,650 1,325,976 487,692 243,396
Georgia Fund........................ 187,475 127,617 70,090 37,292
Kentucky Fund....................... 84,821 45,782 - -
Louisiana Fund...................... 138,237 103,194 32,363 23,271
Maryland Fund....................... 224,477 181,420 78,329 47,025
Missouri Fund....................... 327,445 250,051 77,948 42,288
North Carolina Fund................. 294,671 247,183 152,842 87,068
Texas Fund.......................... 147,511 104,993 16,706 7,455
Virginia Fund....................... 314,184 266,024 101,064 61,033
</TABLE>
HOW DO THE FUNDS MEASURE PERFORMANCE?
Performance quotations are subject to SEC rules. These rules require the use of
standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by a fund be accompanied by
certain standardized performance information computed as required by the SEC.
Average annual total return and current yield quotations used by the funds are
based on the standardized methods of computing performance mandated by the SEC.
If a Rule 12b-1 plan is adopted, performance figures reflect fees from the date
of the plan's implementation. An explanation of these and other methods used by
the funds to compute or express performance follows. Regardless of the method
used, past performance does not guarantee future results, and is an indication
of the return to shareholders only for the limited historical period used.
TOTAL RETURN
AVERAGE ANNUAL TOTAL RETURN. Average annual total return is determined by
finding the average annual rates of return over the periods indicated below that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes the maximum front-end sales charge is deducted
from the initial $1,000 purchase, and income dividends and capital gain
distributions are reinvested at Net Asset Value. The quotation assumes the
account was completely redeemed at the end of each period and the deduction of
all applicable charges and fees. If a change is made to the sales charge
structure, historical performance information will be restated to reflect the
maximum front-end sales charge currently in effect.
The average annual total return for each class for the indicated periods ended
February 28, 1998, was as follows:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
--------------------------------------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alabama Fund - Class I ...... 09/01/87 4.17% 5.53% 7.46% 7.66%
Alabama Fund - Class II ..... 05/01/95 6.15 - - 7.20
Florida Fund - Class I ...... 09/01/87 3.80 5.46 7.50 7.84
Florida Fund - Class II ..... 05/01/95 5.71 - - 6.84
Georgia Fund - Class I ...... 09/01/87 3.14 5.24 7.35 7.57
Georgia Fund - Class II ..... 05/01/95 5.13 - - 6.48
Kentucky Fund ............... 10/12/91 4.74 5.71 - 7.14
Louisiana Fund - Class I .... 09/01/87 3.87 5.08 7.38 7.54
Louisiana Fund - Class II ... 05/01/95 5.99 - - 7.02
Maryland Fund - Class I ..... 10/03/88 3.69 5.46 - 7.21
Maryland Fund - Class II .... 05/01/95 5.59 - - 7.15
Missouri Fund - Class I ..... 09/01/87 4.73 5.76 7.70 7.75
Missouri Fund - Class II .... 05/01/95 6.88 - - 7.31
North Carolina Fund - Class I 09/01/87 4.17 5.13 7.37 7.63
North Carolina Fund - Class II 05/01/95 6.14 - - 6.92
Texas Fund - Class I ........ 09/01/87 4.32 5.46 7.54 7.81
Texas Fund - Class II ....... 05/01/95 6.20 - - 7.37
Virginia Fund - Class I ..... 09/01/87 3.89 5.37 7.45 7.67
Virginia Fund - Class II .... 05/01/95 5.88 - - 6.89
</TABLE>
These figures were calculated according to the SEC formula:
P(1+T)n = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of each period at the end of each period
CUMULATIVE TOTAL RETURN. Like average annual total return, cumulative total
return assumes the maximum front-end sales charge is deducted from the initial
$1,000 purchase, and income dividends and capital gain distributions are
reinvested at Net Asset Value. Cumulative total return, however, is based on the
actual return for a specified period rather than on the average return over the
periods indicated above. The cumulative total return for each class for the
indicated periods ended February 28, 1998, was as follows:
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alabama Fund - Class I ...... 09/01/87 4.17% 30.87% 105.38% 117.03%
Alabama Fund - Class II ..... 05/01/95 6.15 - - 21.77
Florida Fund - Class I ...... 09/01/87 3.80 30.43 106.02 120.90
Florida Fund - Class II ..... 05/01/95 5.71 - - 20.60
Georgia Fund - Class I ...... 09/01/87 3.14 29.07 103.26 115.00
Georgia Fund - Class II ..... 05/01/95 5.13 - - 19.45
Kentucky Fund ............... 10/12/91 4.74 31.98 - 55.27
Louisiana Fund - Class I .... 09/01/87 3.87 28.10 103.88 114.36
Louisiana Fund - Class II ... 05/01/95 5.99 - - 21.19
Maryland Fund - Class I ..... 10/03/88 3.69 30.43 - 92.48
Maryland Fund - Class II .... 05/01/95 5.59 - - 21.60
Missouri Fund - Class I ..... 09/01/87 4.73 32.33 110.03 118.81
Missouri Fund - Class II .... 05/01/95 6.88 - - 22.11
North Carolina Fund - Class I 09/01/87 4.17 28.42 103.69 116.37
North Carolina Fund - Class II 05/01/95 6.14 - - 20.86
Texas Fund - Class I ........ 09/01/87 4.32 30.42 106.85 120.18
Texas Fund - Class II ....... 05/01/95 6.20 - - 22.31
Virginia Fund - Class I ..... 09/01/87 3.89 29.91 105.08 117.28
Virginia Fund - Class II .... 05/01/95 5.88 - - 20.75
</TABLE>
YIELD
CURRENT YIELD. Current yield of each class shows the income per share earned by
a fund. It is calculated by dividing the net investment income per share of each
class earned during a 30-day base period by the applicable maximum Offering
Price per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all shareholders of
the class during the base period. The yield for each class for the 30-day period
ended February 28, 1998, was as follows:
YIELD
---------------------
CLASS I CLASS II
- ---------------------------------------------------------
Alabama Fund ................ 4.06% 3.64%
Florida Fund ................ 4.10 3.69
Georgia Fund ................ 3.90 3.47
Kentucky Fund ............... 4.44 -
Louisiana Fund .............. 4.16 3.73
Maryland Fund ............... 4.10 3.68
Missouri Fund ............... 4.06 3.64
North Carolina Fund ......... 4.05 3.63
Texas Fund .................. 4.01 3.58
Virginia Fund ............... 4.15 3.73
These figures were obtained using the following SEC formula:
Yield = 2 [(A-B + 1)6 - 1]
cd
where:
a = interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = the maximum Offering Price per share on the last day of the period
TAXABLE-EQUIVALENT YIELD. The fund may also quote a taxable-equivalent yield for
each class that shows the before-tax yield that would have to be earned from a
taxable investment to equal the yield for the class. Taxable-equivalent yield is
computed by dividing the portion of the class' yield that is tax-exempt by one
minus the highest applicable combined federal and state income tax rate and
adding the product to the portion of the class' yield that is not tax-exempt, if
any. The taxable-equivalent yield for each class for the 30-day period ended
February 28, 1998, was as follows:
TAXABLE-
EQUIVALENT YIELD
---------------------------
CLASS I CLASS II
- --------------------------------------------------------------------
Alabama Fund ....................... 7.08% 6.34%
Florida Fund ....................... 6.79 6.11
Georgia Fund ....................... 6.87 6.11
Kentucky Fund ...................... 7.82 -
Louisiana Fund ..................... 7.33 6.57
Maryland Fund ...................... 7.33 6.58
Missouri Fund ...................... 7.15 6.41
North Carolina Fund ................ 7.27 6.52
Texas Fund ......................... 6.64 5.93
Virginia Fund ...................... 7.29 6.55
As of February 28, 1998, the combined federal and state income tax rates upon
which the taxable-equivalent yield quotations are based were as follows:
COMBINED
RATE*
- ---------------------------------------------------------
Alabama .................................. 42.6%
Florida .................................. 39.6
Georgia .................................. 43.2
Kentucky ................................. 43.2
Louisiana ................................ 43.2
Maryland ................................. 44.1**
Missouri ................................. 43.2
North Carolina ........................... 44.3
Texas .................................... 39.6
Virginia ................................. 43.1
*Based on the maximum combined state and 39.6% federal tax rate.
**Based on the maximum combined federal, state and county tax rate.
From time to time, as any changes to the rates become effective,
taxable-equivalent yield quotations advertised by the funds will be updated to
reflect these changes. The funds expect updates may be necessary as tax rates
are changed by federal and state governments. The advantage of tax-free
investments, like the funds, will be enhanced by any tax rate increases.
Therefore, the details of specific tax increases may be used in sales material
for the funds.
CURRENT DISTRIBUTION RATE
Current yield and taxable-equivalent yield, which are calculated according to a
formula prescribed by the SEC, are not indicative of the amounts which were or
will be paid to shareholders. Amounts paid to shareholders are reflected in the
quoted current distribution rate or taxable-equivalent distribution rate. The
current distribution rate is usually computed by annualizing the dividends paid
per share by a class during a certain period and dividing that amount by the
current maximum Offering Price. The current distribution rate differs from the
current yield computation because it may include distributions to shareholders
from sources other than interest, such as short-term capital gains, and is
calculated over a different period of time. The current distribution rate for
each class for the 30-day period ended February 28, 1998, was as follows:
CURRENT
DISTRIBUTION RATE
--------------------
CLASS I CLASS II
- ------------------------------------------------------
Alabama Fund ................. 5.08% 4.67%
Florida Fund ................. 5.03 4.60
Georgia Fund ................. 4.93 4.50
Kentucky Fund ................ 5.02 -
Louisiana Fund ............... 5.14 4.73
Maryland Fund ................ 4.84 4.41
Missouri Fund ................ 4.89 4.48
North Carolina Fund .......... 4.84 4.42
Texas Fund ................... 5.02 4.55
Virginia Fund ................ 4.93 4.52
A taxable-equivalent distribution rate shows the taxable distribution rate
equivalent to the class' current distribution rate. The advertised
taxable-equivalent distribution rate will reflect the most current federal and
state tax rates available to the fund. The taxable-equivalent distribution rate
for each class for the 30-day period ended February 28, 1998, was as follows:
TAXABLE-
EQUIVALENT
DISTRIBUTION RATE
--------------------
CLASS I CLASS II
- -----------------------------------------------------
Alabama Fund ................. 8.85% 8.14%
Florida Fund ................. 8.33 7.62
Georgia Fund ................. 8.68 7.93
Kentucky Fund ................ 8.84 -
Louisiana Fund ............... 9.05 8.33
Maryland Fund ................ 8.66 7.89
Missouri Fund ................ 8.61 7.89
North Carolina Fund .......... 8.69 7.94
Texas Fund ................... 8.31 7.53
Virginia Fund ................ 8.66 7.94
VOLATILITY
Occasionally statistics may be used to show a fund's volatility or risk.
Measures of volatility or risk are generally used to compare a fund's Net Asset
Value or performance to a market index. One measure of volatility is beta. Beta
is the volatility of a fund relative to the total market, as represented by an
index considered representative of the types of securities in which the fund
invests. A beta of more than 1.00 indicates volatility greater than the market
and a beta of less than 1.00 indicates volatility less than the market. Another
measure of volatility or risk is standard deviation. Standard deviation is used
to measure variability of Net Asset Value or total return around an average over
a specified period of time. The idea is that greater volatility means greater
risk undertaken in achieving performance.
OTHER PERFORMANCE QUOTATIONS
The funds may also quote the performance of shares without a sales charge. Sales
literature and advertising may quote a current distribution rate, yield,
cumulative total return, average annual total return and other measures of
performance as described elsewhere in this SAI with the substitution of Net
Asset Value for the public Offering Price.
The funds may include in their advertising or sales material information
relating to investment goals and performance results of funds belonging to the
Franklin Templeton Group of Funds. Resources is the parent company of the
advisors and underwriter of the Franklin Templeton Group of Funds.
COMPARISONS
To help you better evaluate how an investment in the funds may satisfy your
investment goal, advertisements and other materials about the funds may discuss
certain measures of fund performance as reported by various financial
publications. Materials may also compare performance (as calculated above) to
performance as reported by other investments, indices, and averages. These
comparisons may include, but are not limited to, the following examples:
a) Salomon Brothers Broad Bond Index or its component indices - measures yield,
price and total return for Treasury, agency, corporate and mortgage bonds.
b) Lehman Brothers Aggregate Bond Index or its component indices - measures
yield, price and total return for Treasury, agency, corporate, mortgage and
Yankee bonds.
c) Lehman Brothers Municipal Bond Index or its component indices - measures
yield, price and total return for the municipal bond market.
d) Bond Buyer 20 Index - an index of municipal bond yields based upon yields of
20 general obligation bonds maturing in 20 years.
e) Bond Buyer 40 Index - an index composed of the yield to maturity of 40 bonds.
The index attempts to track the new-issue market as closely as possible, so it
changes bonds twice a month, adding all new bonds that meet certain requirements
and deleting an equivalent number according to their secondary market trading
activity. As a result, the average par call date, average maturity date, and
average coupon rate can and have changed over time. The average maturity
generally has been about 29-30 years.
f) Financial publications: The WALL STREET JOURNAL, and BUSINESS WEEK, FINANCIAL
WORLD, FORBES, FORTUNE, and MONEY magazines - provide performance statistics
over specified time periods.
g) Salomon Brothers Composite High Yield Index or its component indices -
measures yield, price and total return for the Long-Term High-Yield Index,
Intermediate-Term High-Yield Index, and Long-Term Utility High-Yield Index.
h) Historical data supplied by the research departments of CS First Boston
Corporation, the J. P. Morgan companies, Salomon Brothers, Merrill Lynch, Lehman
Brothers and Bloomberg L.P.
i) Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect Morningstar's
assessment of the historical risk-adjusted performance of a fund over specified
time periods relative to other funds within its category.
j) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income Fund
Performance Analysis - measure total return and average current yield for the
mutual fund industry and rank individual mutual fund performance over specified
time periods, assuming reinvestment of all distributions, exclusive of any
applicable sales charges.
k) Savings and Loan Historical Interest Rates - as published in the U.S. Savings
& Loan League Fact Book.
l) Consumer Price Index (or Cost of Living Index), published by the U.S. Bureau
of Labor Statistics - a statistical measure of change, over time, in the price
of goods and services in major expenditure groups.
m) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of return
(average annual compounded growth rate) over specified time periods for the
mutual fund industry.
n) Standard & Poor's Bond Indices - measure yield and price of corporate,
municipal, and government bonds.
From time to time, advertisements or information for the funds may include a
discussion of certain attributes or benefits to be derived from an investment in
the funds. The advertisements or information may include symbols, headlines, or
other material that highlights or summarizes the information discussed in more
detail in the communication.
Advertisements or sales material issued by the funds may also discuss or be
based upon information in a recent issue of the Special Report on Tax Freedom
Day published by the Tax Foundation, a Washington, D.C. based nonprofit research
and public education organization. The report illustrates, among other things,
the annual amount of time the average taxpayer works to satisfy his or her tax
obligations to the federal, state and local taxing authorities.
Advertisements or information may also compare a fund's performance to the
return on CDs or other investments. You should be aware, however, that an
investment in a fund involves the risk of fluctuation of principal value, a risk
generally not present in an investment in a CD issued by a bank. For example, as
the general level of interest rates rise, the value of a fund's fixed-income
investments, as well as the value of its shares that are based upon the value of
such portfolio investments, can be expected to decrease. Conversely, when
interest rates decrease, the value of a fund's shares can be expected to
increase. CDs are frequently insured by an agency of the U.S. government. An
investment in a fund is not insured by any federal, state or private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to the funds' portfolios, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not be
identical to the formula used by the funds to calculate their figures. In
addition, there can be no assurance that the funds will continue their
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The funds may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis in order to have
a projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by the
College Board.) The Franklin Retirement Planning Guide leads you through the
steps to start a retirement savings program. Of course, an investment in a fund
cannot guarantee that these goals will be met.
Each fund is a member of the Franklin Templeton Group of Funds, one of the
largest mutual fund organizations in the U.S., and may be considered in a
program for diversification of assets. Founded in 1947, Franklin, one of the
oldest mutual fund organizations, has managed mutual funds for over 50 years and
now services more than 3 million shareholder accounts. In 1992, Franklin, a
leader in managing fixed-income mutual funds and an innovator in creating
domestic equity funds, joined forces with Templeton, a pioneer in international
investing. The Mutual Series team, known for its value-driven approach to
domestic equity investing, became part of the organization four years later.
Together, the Franklin Templeton Group has over $243 billion in assets under
management for more than 6 million U.S. based mutual fund shareholder and other
accounts. The Franklin Templeton Group of Funds offers 119 U.S. based open-end
investment companies to the public. Each fund may identify itself by its NASDAQ
symbol or CUSIP number.
Franklin is a leader in the tax-free mutual fund industry and manages more than
$48 billion in municipal bond assets for over three quarters of a million
investors. According to Research and Ratings Review, Franklin had one of the
largest staffs of municipal securities analysts in the industry, as of March 31,
1997.
Under current tax laws, municipal securities remain one of the few investments
offering the potential for tax-free income. In 1998, taxes could cost almost $47
on every $100 earned from a fully taxable investment (based on the maximum
combined 39.6% federal tax rate and the highest state tax rate of 12% for 1998).
Franklin tax-free funds, however, offer tax relief through a professionally
managed portfolio of tax-free securities selected based on their yield, quality
and maturity. An investment in a Franklin tax-free fund can provide you with the
potential to earn income free of federal taxes and, depending on the fund, state
and local taxes as well, while supporting state and local public projects.
Franklin tax-free funds may also provide tax-free compounding, when dividends
are reinvested. An investment in Franklin's tax-free funds can grow more rapidly
than similar taxable investments.
Municipal securities are generally considered to be creditworthy, second in
quality only to securities issued or guaranteed by the U.S. government and its
agencies. The market price of such securities, however, may fluctuate. This
fluctuation will have a direct impact on the Net Asset Value of an investment in
a fund.
Currently, there are more mutual funds than there are stocks listed on the NYSE.
While many of them have similar investment goals, no two are exactly alike. As
noted in the Prospectus, shares of the funds are generally sold through
Securities Dealers. Investment representatives of such Securities Dealers are
experienced professionals who can offer advice on the type of investment
suitable to your unique goals and needs, as well as the types of risks
associated with such investment.
According to Strategic Insight, dated February 28, 1998, the Florida Fund is the
largest Florida municipal bond fund. The Alabama, Georgia and Missouri Funds are
also the largest municipal bond funds in their respective states.
As of April 2, 1998, the principal shareholders of the funds, beneficial or of
record, were as follows:
SHARE
NAME AND ADDRESS AMOUNT PERCENTAGE
- -----------------------------------------------------------------------------
TEXAS FUND - CLASS II
Family Ltd. Partnership
Alo Family Limited
4512 Teas St.
Bellaire, TX 77401-4223 22,532.108 11.3%
NFSC FEBO OKS-140848
Melinda Rayl Ttee
The Rayl Revoc Trust
U/A 4-20-87
154 Red Oak Lane
Flower Mound, TX 75028 16,750.419 8.4%
First Southwest Company FBO
Ethan W. & Grace C. Dodgen
25063473
1700 Pacific Ave., Suite 500
Dallas, TX 75201-4652 18,943.830 9.5%
Arnold F. Graham
701 Rimrock
Kerrville, TX 78028 11,460.720 5.7%
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.
As a shareholder of a Massachusetts business trust, you could, under certain
circumstances, be held personally liable as a partner for its obligations. The
funds' Agreement and Declaration of Trust, however, contains an express
disclaimer of shareholder liability for acts or obligations of a fund. The
Declaration of Trust also provides for indemnification and reimbursement of
expenses out of a fund's assets if you are held personally liable for
obligations of a fund. The Declaration of Trust provides that a fund shall, upon
request, assume the defense of any claim made against you for any act or
obligation of a fund and satisfy any judgment thereon. All such rights are
limited to the assets of the fund. The Declaration of Trust further provides
that a fund may maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the fund, its
shareholders, trustees, officers, employees and agents to cover possible tort
and other liabilities. Furthermore, the activities of a fund as an investment
company, as distinguished from an operating company, would not likely give rise
to liabilities in excess of the fund's total assets. Thus, the risk of you
incurring financial loss on account of shareholder liability is limited to the
unlikely circumstances in which both inadequate insurance exists and the fund
itself is unable to meet its obligations.
In the event of disputes involving multiple claims of ownership or authority to
control your account, each fund has the right (but has no obligation) to: (a)
freeze the account and require the written agreement of all persons deemed by
the fund to have a potential property interest in the account, before executing
instructions regarding the account; (b) interplead disputed funds or accounts
with a court of competent jurisdiction; or (c) surrender ownership of all or a
portion of the account to the IRS in response to a Notice of Levy.
SUMMARY OF CODE OF ETHICS. Employees of the Franklin Templeton Group who are
access persons under the 1940 Act are permitted to engage in personal securities
transactions subject to the following general restrictions and procedures: (i)
the trade must receive advance clearance from a compliance officer and must be
completed by the close of the business day following the day clearance is
granted; (ii) copies of all brokerage confirmations and statements must be sent
to a compliance officer; (iii) all brokerage accounts must be disclosed on an
annual basis; and (iv) access persons involved in preparing and making
investment decisions must, in addition to (i), (ii) and (iii) above, file annual
reports of their securities holdings each January and inform the compliance
officer (or other designated personnel) if they own a security that is being
considered for a fund or other client transaction or if they are recommending a
security in which they have an ownership interest for purchase or sale by a fund
or other client.
FINANCIAL STATEMENTS
The audited financial statements contained in the Annual Report to Shareholders
of the Trust, for the fiscal year ended February 28, 1998, including the
auditors' report, are incorporated herein by reference.
USEFUL TERMS AND DEFINITIONS
1940 ACT - Investment Company Act of 1940, as amended
ADVISERS - Franklin Advisers, Inc., the funds' investment manager
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS I AND CLASS II - Each fund, except the Kentucky Fund, offers two classes
of shares, designated "Class I" and "Class II." The two classes have
proportionate interests in the fund's portfolio. They differ, however, primarily
in their sales charge structures and Rule 12b-1 plans. Shares of the Kentucky
Fund are considered Class I shares for redemption, exchange and other purposes.
CODE - Internal Revenue Code of 1986, as amended
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the funds' principal
underwriter
FITCH - Fitch Investors Service, Inc.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator
INVESTOR SERVICES - Franklin/Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LETTER - Letter of Intent
MOODY'S - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II.
PROSPECTUS - The prospectus for the funds dated July 1, 1998, as may be amended
from time to time
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
WE/OUR/US - Unless a different meaning is indicated by the context, these terms
refer to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
APPENDICES
DESCRIPTION OF RATINGS
MUNICIPAL BOND RATINGS
MOODY'S
AAA: Municipal bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally stable
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
AA: Municipal bonds rated Aa are judged to be high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large, fluctuation of protective elements may be of
greater amplitude, or there may be other elements present that make the
long-term risks appear somewhat larger.
A: Municipal bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.
BAA: Municipal bonds rated Baa are considered medium-grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
These bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.
BA: Municipal bonds rated Ba are judged to have predominantly speculative
elements and their future cannot be considered well assured. Often the
protection of interest and principal payments may be very moderate and, thereby,
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B: Municipal bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA: Municipal bonds rated Caa are of poor standing. These issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA: Municipal bonds rated Ca represent obligations that are speculative to a
high degree. These issues are often in default or have other marked
shortcomings.
C: Municipal bonds rated C are the lowest-rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
CON.(-): Municipal bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals that begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon the
completion of construction or the elimination of the basis of the condition.
S&P
AAA: Municipal bonds rated AAA are the highest-grade obligations. They possess
the ultimate degree of protection as to principal and interest. In the market,
they move with interest rates and, hence, provide the maximum safety on all
counts.
AA: Municipal bonds rated AA also qualify as high-grade obligations, and in the
majority of instances differ from AAA issues only in a small degree. Here, too,
prices move with the long-term money market.
A: Municipal bonds rated A are regarded as upper medium-grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market behavior but
also, to some extent, economic conditions.
BBB: Municipal bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB, B, CCC, CC: Municipal bonds rated BB, B, CCC and CC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and CC the highest
degree of speculation. While these bonds will likely have some quality and
protective characteristics, they are outweighed by large uncertainties or major
risk exposures to adverse conditions.
C: This rating is reserved for income bonds on which no interest is being paid.
D: Debt rated "D" is in default and payment of interest and/or repayment of
principal is in arrears.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
FITCH
AAA: Municipal bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal that is unlikely to be affected by reasonably
foreseeable events.
AA: Municipal bonds rated AA are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong although not quite as strong as bonds rated AAA and not
significantly vulnerable to foreseeable future developments.
A: Municipal bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB: Municipal bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
BB: Municipal bonds rated BB are considered speculative. The obligor's ability
to pay interest and repay principal may be affected over time by adverse
economic changes. Business and financial alternatives can be identified,
however, that could assist the obligor in satisfying its debt service
requirements.
B: Municipal bonds rated B are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC: Municipal bonds rated CCC have certain identifiable characteristics which,
if not remedied, may lead to default. The ability to meet obligations requires
an advantageous business and economic environment.
CC: Municipal bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C: Municipal bonds rated C are in imminent default in the payment of interest or
principal.
DDD, DD AND D: Municipal bonds rated DDD, DD and D are in default on interest
and/or principal payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. DDD represents the highest potential for recovery
while D represents the lowest potential for recovery.
Plus (+) or minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus or minus signs
are not used with the AAA, DDD, DD or D categories.
MUNICIPAL NOTE RATINGS
MOODY'S
Moody's ratings for state, municipal and other short-term obligations will be
designated Moody's Investment Grade ("MIG"). This distinction is in recognition
of the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing; factors of the first importance in long-term borrowing
risk are of lesser importance in the short run. Symbols used will be as follows:
MIG 1: Notes are of the best quality enjoying strong protection from established
cash flows of funds for their servicing or from established and broad-based
access to the market for refinancing, or both.
MIG 2: Notes are of high quality, with margins of protection ample, although not
so large as in the preceding group.
MIG 3: Notes are of favorable quality, with all security elements accounted for,
but lacking the undeniable strength of the preceding grades. Market access for
refinancing, in particular, is likely to be less well established.
MIG 4: Notes are of adequate quality, carrying specific risk but having
protection and not distinctly or predominantly speculative.
S&P
FUntil June 29, 1984, S&P used the same rating symbols for notes and bonds.
After June 29, 1984, for new municipal note issues due in three years or
less, the ratings below will usually be assigned. Notes maturing beyond three
years will most likely receive a bond rating of the type recited above.
SP-1: Issues carrying this designation have a very strong or strong capacity to
pay principal and interest. Issues determined to possess overwhelming safety
characteristics will be given a "plus" (+) designation.
SP-2: Issues carrying this designation have a satisfactory capacity to pay
principal and interest.
COMMERCIAL PAPER RATINGS
MOODY'S
Moody's commercial paper ratings, which are also applicable to municipal paper
investments permitted to be made by each fund, are opinions of the ability of
issuers to repay punctually their promissory obligations not having an original
maturity in excess of nine months. Moody's employs the following designations,
all judged to be investment grade, to indicate the relative repayment capacity
of rated issuers:
P-1 (PRIME-1): Superior capacity for repayment.
P-2 (PRIME-2): Strong capacity for repayment.
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment is
very strong. A "plus" (+) designation indicates an even stronger likelihood of
timely payment.
A-2: Capacity for timely payment on issues with this designation is strong. The
relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
FITCH
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, CDs, medium-term notes, and municipal and investment notes. The
short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+: Exceptionally strong credit quality. Regarded as having the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality. Reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.
F-2: Good credit quality. A satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned F-1+ and F-1
ratings.
F-3: Fair credit quality. Have characteristics suggesting that the degree of
assurance for timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.
F-5: Weak credit quality. Have characteristics suggesting a minimal degree of
assurance for timely payment and are vulnerable to near-term adverse changes in
financial and economic conditions.
D: Default. Actual or imminent payment default.
LOC: The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
STATE TAX TREATMENT
The following information on the state income tax treatment of dividends from a
fund is based upon correspondence and sources believed to be reliable. Except
where otherwise noted, the information pertains to individual state income
taxation only. You may be subject to local taxes on dividends or the value of
your shares. Corporations, trusts, estates and other entities may be subject to
other taxes and should consult with their tax advisors or their state department
of revenue. For some investors, a portion of the dividend income may be subject
to the federal and/or state alternative minimum tax.
ALABAMA
Under Section 40-18-14(2)f of the Alabama Code, interest on obligations of the
state of Alabama and any of its counties, municipalities or other political
subdivisions is exempt from personal income tax. Section 40-18-14(2)d provides
similar tax-exempt treatment for interest on exempt obligations of the U.S.
government or its possessions including Puerto Rico, Guam and the Virgin
Islands. In addition, Regulation Section 810-3-14-.02(4)(b)2 and an
administrative ruling of the Alabama Department of Revenue, dated March 1, 1990,
both extend the exemption for obligations of the U.S. government or its
possessions to distributions from a regulated investment company, such as the
Alabama Fund, to the extent that the distributions are paid from interest earned
on such exempt obligations. The March 1, 1990, ruling (as well as the
instructions to Alabama Form 40) also indicates that the exemption would apply
to Alabama municipal obligations. Tax-exempt treatment is generally not
available for distributions attributable to income earned on indirect U.S.
government obligations or obligations of other states and their political
subdivisions. To the extent such investments are made by the fund, distributions
from those investments will generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are fully includable in each individual shareholder's Alabama taxable
income and are currently taxed at ordinary income tax rates.
FLORIDA
Florida does not have a personal income tax but does have an intangible personal
property tax for residents. According to Florida Statute Section 199.185 and
Technical Assistance Advisement 90(C)2-003, issued by the Florida Department of
Revenue on August 8, 1990 (as later revised), shares in regulated investment
companies organized as business trusts, such as the Florida Fund, will not be
subject to Florida's intangible property tax to the extent that the fund is
invested in exempt obligations of the U.S. government, its agencies,
instrumentalities and territories (including Puerto Rico, Guam and the Virgin
Islands) at the close of business on the last business day of the previous
calendar year. If the fund invests all of the remaining portion of its Net Asset
Value in exempt obligations of the state of Florida or its municipalities or
political subdivisions on such date, then that remaining portion of the Net
Asset Value of the fund (and corresponding value of fund shares) will also be
exempt from Florida's intangibles tax.
According to Florida Technical Assistance Advisement 94(c)2-025, if the fund
invests, such as for temporary or defensive purposes, any of the remaining
portion of its portfolio in any asset that is taxable under Florida's intangible
tax law, including investments in indirect federal obligations (GNMAs, FNMAs,
etc.) or obligations of any other states, then only the portion of Net Asset
Value, if any, that is made up of direct obligations of the U.S. government, or
territories and possessions of the U.S. government, may be excluded from tax.
The remaining Net Asset Value of the fund (and corresponding value of fund
shares) is then subject to tax.
GEORGIA
Under Section 48-7-27(b)(1)(A) of the Georgia Code, interest on obligations of
the state of Georgia and its political subdivisions, which is not otherwise
included in federal adjusted gross income, is exempt from the state's individual
income tax. Likewise, under Section 48-7-27(b)(2) interest on exempt obligations
of the U.S. government, its territories and possessions (including Puerto Rico,
Guam and the Virgin Islands), or of any authority, commission, or
instrumentality of the U.S. government is also exempt from the state's
individual income tax. Since distributions from the Georgia Fund attributable to
interest on obligations of the state of Georgia and its political subdivisions
is excluded from federal adjusted gross income, they will likewise be excluded
from the Georgia individual income tax.
The exempt treatment for interest derived from such exempt obligations is also
extended to distributions of regulated investment companies, such as the Georgia
Fund. Tax-exempt treatment is generally not available for distributions
attributable to income earned on indirect U.S. government obligations (GNMAs,
FNMAs, etc.) or for obligations of other states and their political
subdivisions. To the extent such investments are made by a fund, such as for
temporary or defensive purposes, such distributions will generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are fully included in each individual shareholder's Georgia taxable
income as dividend income and long-term capital gain, respectively, and are
currently taxed at ordinary income tax rates.
Georgia previously imposed an intangibles tax on, among other things, shares of
corporate stock, including stock of mutual funds. The tax was repealed effective
January 1, 1997, and applicable to all tax years beginning on or after January
1, 1996.
KENTUCKY
Pursuant to Kentucky Revised Statute 141.010(10)(a) and (12)(a), interest earned
on exempt obligations of the U.S. government, its agencies and
instrumentalities, or its territories (including Puerto Rico, Guam and the
Virgin Islands) and obligations issued by the Commonwealth of Kentucky or its
political subdivisions will be exempt from Kentucky's personal income tax. Under
Kentucky Income Tax Revenue Policy 42P161 (as revised December 1, 1990),
dividends from regulated investment companies, such as the Kentucky Fund, which
are derived from such exempt obligations, will also be exempt from state income
tax. Tax-exempt treatment is generally not available for distributions
attributable to income earned on indirect U.S. government obligations (GNMAs,
FNMAs, etc.) or for obligations of other states and their political
subdivisions. To the extent such investments are made by the fund, such as for
temporary or defensive purposes, such distributions will generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are includable in each shareholder's Kentucky adjusted gross income and
are taxed at ordinary income tax rates. Kentucky Revenue Circular 40C003 also
states that gain from the sale of some U.S. government and Kentucky obligations
may be exempt from state income tax, but the availability of the exemption
depends upon the specific legislation authorizing the bonds. A specific opinion
may be requested from the Kentucky Revenue Cabinet.
LOUISIANA
Under Section 47:293 of Louisiana's individual income tax law, interest earned
on exempt obligations of the state of Louisiana or its political subdivisions
and interest earned on exempt obligations of the U.S. government or its agencies
and possessions (including Puerto Rico, Guam and the Virgin Islands) is exempt
from individual and corporate income tax. Under Section 47:293, distributions
from a regulated investment company, such as the Louisiana Fund, will also be
exempt from individual and corporate income tax to the extent that they are
derived from interest earned on such exempt obligations. Tax-exempt treatment is
generally not available for distributions attributable to income earned on
indirect U.S. government obligations (GNMAs, FNMAs, etc.) or for obligations of
other states and their political subdivisions. To the extent such investments
are made by the fund, such as for temporary or defensive purposes, such
distributions will generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are included in each shareholder's Louisiana taxable income and are
currently taxed at ordinary income tax rates.
MARYLAND
Distributions from the Maryland Fund attributable to interest on obligations of
the state of Maryland and its political subdivisions are excluded from
Maryland's personal income tax. Under Section 10-207 of the Tax General Article,
interest on exempt obligations of the U.S. government and any authority,
commission, instrumentality, possession or territory of the U.S. (including
Puerto Rico, Guam and the Virgin Islands) is also exempt from Maryland's
personal income tax. Under Section 10-207(c-1) and Administrative Release No.
11, this exemption is extended to distributions from a regulated investment
company, such as the Maryland Fund, to the extent such distributions are paid
out of interest earned on exempt obligations of the U.S. government or its
agencies and possessions (including Puerto Rico, Guam and the U.S. Virgin
Islands). Tax-exempt treatment is generally not available for distributions
attributable to income earned on indirect U.S. government obligations (GNMAs,
FNMAs, etc.) or for obligations of other states and their political
subdivisions. To the extent such investments are made by the fund, such as for
temporary or defensive purposes, such distributions will generally be taxable.
Any distributions of capital gains by the fund derived from gain realized from
the sale or exchange of obligations issued by the state of Maryland or its
political subdivisions may also be tax-exempt to the fund's shareholders.
Distributions of all net short-term capital gain and net long-term capital gain
earned by the fund on non-Maryland obligations are includable in each
shareholder's Maryland adjusted gross income and are taxed at ordinary income
tax rates.
MISSOURI
Under Section 143.121 of the Revised Statutes of Missouri, interest earned on
exempt obligations of the U.S. government, its authorities, commissions,
instrumentalities, possessions or territories (including Puerto Rico, Guam and
the Virgin Islands), or the state of Missouri, its political subdivisions or
authorities are exempt from Missouri personal income tax. Under Missouri's
income tax regulations (Title 12, Section 10-2.155), a regulated investment
company such as the Missouri Fund may pass the tax-exempt character of such
interest through to its shareholders. Tax-exempt treatment is generally not
available for distributions attributable to income earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or for obligations of other states
and their political subdivisions. To the extent such investments are made by the
fund, such as for temporary or defensive purposes, such distributions will
generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are included in each shareholder's Missouri taxable income and are
currently taxed at ordinary income tax rates.
NORTH CAROLINA
Section 105-134.6(b)(1) of the North Carolina General Statutes provides that
interest on exempt obligations of the U.S. government, its possessions, or its
territories (including Puerto Rico, Guam and the Virgin Islands) and exempt
obligations of the state of North Carolina or its political subdivisions are
exempt from state income tax. Pursuant to a North Carolina Department of Revenue
Information Release dated October 4, 1990, dividends received from a regulated
investment company, such as the North Carolina Fund, are exempt from personal
income tax to the extent that the distributions are derived from interest on
such exempt obligations. Tax-exempt treatment is generally not available for
distributions attributable to income earned on indirect U.S. government
obligations (GNMAs, FNMAs, etc.) or for obligations of other states and their
political subdivisions. To the extent such investments are made by the fund,
such as for temporary or defensive purposes, such distributions will generally
be taxable.
Distributions of capital gains attributable from the sale of certain North
Carolina obligations issued prior to July 1, 1995, may be exempt from taxation
for the fund's shareholders. Distributions of all net short-term capital gain
and net long-term capital gain earned by the fund on all other North Carolina
obligations and on non-North Carolina obligations are includable in each
shareholder's North Carolina taxable income and are currently taxed at ordinary
income rates.
TEXAS
Texas does not presently impose any income tax on individuals, trusts, or
estates.
VIRGINIA
Section 58.1-322 of the Code of Virginia provides that interest on obligations
of the state of Virginia, its political subdivisions, and instrumentalities or
direct obligations of the U.S. government or its authorities, commission,
instrumentalities or territories (including Puerto Rico, Guam and the Virgin
Islands) is exempt from personal income tax. Under Section 23 Virginia
Administrative Code 10-110-14, distributions from a regulated investment
company, such as the Virginia Fund, will also be exempt from personal income tax
if the fund invests in such exempt obligations. Tax-exempt treatment is
generally not available for distributions attributable to income earned on
indirect U.S. government obligations (GNMAs, FNMAs, etc.) or for obligations of
other states and their political subdivisions. To the extent such investments
are made by the fund, such as for temporary or defensive purposes, such
distributions will generally be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund are included in each shareholder's Virginia taxable income and are
currently taxed at ordinary income tax rates.
FRANKLIN TAX-FREE TRUST
FRANKLIN ARIZONA TAX-FREE INCOME FUND
FRANKLIN COLORADO TAX-FREE INCOME FUND
FRANKLIN CONNECTICUT TAX-FREE INCOME FUND
FRANKLIN FEDERAL INTERMEDIATE-TERM
TAX-FREE INCOME FUND
FRANKLIN HIGH YIELD TAX-FREE INCOME FUND
FRANKLIN INDIANA TAX-FREE INCOME FUND
FRANKLIN MICHIGAN TAX-FREE INCOME FUND
FRANKLIN NEW JERSEY TAX-FREE INCOME FUND
FRANKLIN OREGON TAX-FREE INCOME FUND
FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND
FRANKLIN PUERTO RICO TAX-FREE INCOME FUND
STATEMENT OF
ADDITIONAL INFORMATION
JULY 1, 1998
777 MARINERS ISLAND BLVD., P.O. BOX 7777
SAN MATEO, CA 94403-7777 1-800/DIAL BEN(R)
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
How Do the Funds Invest Their Assets? ... 2
What Are the Risks
of Investing in the Funds? ............ 6
Investment Restrictions ................ 10
Officers and Trustees .................. 12
Investment Management
and Other Services .................... 15
How Do the Funds Buy
Securities for Their Portfolios? ...... 17
How Do I Buy, Sell
and Exchange Shares? .................. 18
How Are Fund Shares Valued? ............ 20
Additional Information on
Distributions and Taxes ............... 21
The Funds' Underwriter ................. 24
How Do the Funds
Measure Performance? .................. 27
Miscellaneous Information .............. 31
Financial Statements ................... 33
Useful Terms and Definitions ........... 33
Appendices ............................. 34
Description of Ratings ................ 34
State Tax Treatment .................... 36
- --------------------------------------------------------------------------------
When reading this SAI, you will see certain terms beginning with capital
letters. This means the term is explained under "Useful Terms and Definitions."
- --------------------------------------------------------------------------------
The funds are series of the Franklin Tax-Free Trust (the "Trust"), an open-end
management investment company. The Prospectus, dated July 1, 1998, which we may
amend from time to time, contains the basic information you should know before
investing in the funds. For a free copy, call 1-800/DIAL BEN.
THIS SAI IS NOT A PROSPECTUS. IT CONTAINS INFORMATION IN ADDITION TO AND IN MORE
DETAIL THAN SET FORTH IN THE PROSPECTUS. THIS SAI IS INTENDED TO PROVIDE YOU
WITH ADDITIONAL INFORMATION REGARDING THE ACTIVITIES AND OPERATIONS OF EACH
FUND, AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
- --------------------------------------------------------------------------------
MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
O ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
O ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK;
O ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
TF3 SAI 07/98
HOW DO THE FUNDS INVEST THEIR ASSETS?
WHAT ARE THE FUNDS' GOALS?
The investment goal of the Federal Intermediate Fund is to provide investors
with as high a level of income exempt from federal income taxes, including the
individual alternative minimum tax, as is consistent with prudent investing,
while seeking preservation of shareholders' capital. The investment goal of the
High Yield Fund is to provide investors with a high current yield exempt from
federal income taxes. As a secondary goal, the High Yield Fund seeks capital
appreciation to the extent possible and consistent with its principal investment
goal.
The investment goal of the Puerto Rico Fund is to provide investors with as high
a level of income exempt from federal income taxes as is consistent with prudent
investing while seeking preservation of shareholders' capital. The Puerto Rico
Fund also seeks to provide a maximum level of income that is free from the
personal income taxes of a majority of states, although this policy is not a
fundamental investment goal of the fund.
The investment goal of each state fund is to provide investors with as high a
level of income exempt from federal income taxes and from the personal income
taxes, if any, for resident shareholders of the fund's state as is consistent
with prudent investing, while seeking preservation of shareholders' capital.
These goals are fundamental, which means that they may not be changed without
shareholder approval.
The following gives more detailed information about each fund's investment
policies and the types of securities that it may buy. Please read this
information together with the section "How Do the Funds Invest Their Assets?" in
the Prospectus.
More Information About the
Kinds of Securities the Funds Buy
Each fund tries to achieve its investment goal by attempting to invest all of
its assets in tax-free municipal securities. The issuer's bond counsel generally
gives the issuer an opinion on the tax-exempt status of a municipal security
when the security is issued.
Some states may require a fund to invest a certain amount of its assets in
securities of that state, or in securities that are otherwise tax-free under the
laws of that state, in order for any portion of the fund's distributions to be
free from the state's personal income taxes. If a fund's state requires this,
the fund will try to invest its assets as required so that its distributions
will be free from personal income taxes for resident shareholder's of the fund's
state.
As a fundamental policy, the Pennsylvania Fund invests in securities for income
earnings rather than trading for profit. The fund does not vary its investments,
except to (i) eliminate unsafe investments and investments that are not
consistent with the preservation of capital or the tax status of the fund; (ii)
honor redemption requests, meet anticipated redemption requirements and negate
gains from discount purchases; (iii) reinvest the earnings from securities in
like securities; or (iv) defray normal administrative expenses.
Below is a description of various types of municipal and other securities that
each fund may buy. Other types of municipal securities may become available that
are similar to those described below and in which each fund may also invest, if
consistent with its investment goal and policies.
TAX ANTICIPATION NOTES are issued to finance short-term working capital needs of
municipalities in anticipation of various seasonal tax revenues, which will be
used to pay the notes. They are usually general obligations of the issuer,
secured by the taxing power for the payment of principal and interest.
REVENUE ANTICIPATION NOTES are similar to tax anticipation notes except they are
issued in expectation of the receipt of other kinds of revenue, such as federal
revenues available under the Federal Revenue Sharing Program.
BOND ANTICIPATION NOTES are normally issued to provide interim financing until
long-term financing can be arranged. Proceeds from long-term bond issues then
provide the money for the repayment of the notes.
CONSTRUCTION LOAN NOTES are issued to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through the Federal Housing Administration under the
Federal National Mortgage Association or the Government National Mortgage
Association.
TAX-EXEMPT COMMERCIAL PAPER typically represents a short-term obligation (270
days or less) issued by a municipality to meet working capital needs.
MUNICIPAL BONDS meet longer-term capital needs and generally have maturities
from one to 30 years when issued. They have two principal classifications:
general obligation bonds and revenue bonds.
General Obligation Bonds. Issuers of general obligation bonds include states,
counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads. The basic security
behind general obligation bonds is the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. The taxes that can
be levied for the payment of debt service may be limited or unlimited as to the
rate or amount of special assessments.
Revenue Bonds. The full faith, credit and taxing power of the issuer do not
secure revenue bonds. Instead, the principal security for a revenue bond is
generally the net revenue derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise tax or other
specific revenue source. Revenue bonds are issued to finance a wide variety of
capital projects, including: electric, gas, water and sewer systems; highways,
bridges and tunnels; port and airport facilities; colleges and universities; and
hospitals. The principal security behind these bonds may vary. For example,
housing finance authorities have a wide range of security, including partially
or fully insured mortgages, rent subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Many bonds
provide additional security in the form of a debt service reserve fund that may
be used to make principal and interest payments. Some authorities have further
security in the form of state assurances (although without obligation) to make
up deficiencies in the debt service reserve fund.
TAX-EXEMPT INDUSTRIAL DEVELOPMENT REVENUE BONDS are issued by or on behalf of
public authorities to finance various privately operated facilities for
business, manufacturing, housing, sports and pollution control, as well as
public facilities such as airports, mass transit systems, ports and parking. The
payment of principal and interest is solely dependent on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of the
facility or other property as security for payment.
VARIABLE OR FLOATING RATE SECURITIES. Each fund may invest in variable or
floating rate securities, including variable rate demand notes, which have
interest rates that change either at specific intervals (variable rate), from
daily up to monthly, or whenever a benchmark rate changes (floating rate). The
interest rate adjustments are designed to help stabilize the security's price.
Variable or floating rate securities may include a demand feature, which may be
unconditional. The demand feature allows the holder to demand prepayment of the
principal amount before maturity, generally on no more than 30 days' notice. The
holder receives the principal amount plus any accrued interest either from the
issuer or by drawing on a bank letter of credit, a guarantee or insurance issued
with respect to the security.
MUNICIPAL LEASE OBLIGATIONS. Each fund may invest in municipal lease
obligations, including certificates of participation. The Board reviews a fund's
municipal lease obligations to assure that they are liquid investments based on
various factors reviewed by the Manager and monitored by the Board. These
factors include (a) the credit quality of the obligations and the extent to
which they are rated or, if unrated, comply with existing criteria and
procedures followed to ensure that they are comparable in quality to the ratings
required for the fund to invest, including an assessment of the likelihood of
the lease being canceled, taking into account how essential the leased property
is and the term of the lease compared to the useful life of the leased property;
(b) the size of the municipal securities market, both in general and with
respect to municipal lease obligations; and (c) the extent to which the type of
municipal lease obligations held by the fund trade on the same basis and with
the same degree of dealer participation as other municipal securities of
comparable credit rating or quality.
Since annual appropriations are required to make lease payments, municipal lease
obligations generally are not subject to constitutional limitations on the
issuance of debt and may allow an issuer to increase government liabilities
beyond constitutional debt limits. When faced with increasingly tight budgets,
local governments have more discretion to curtail lease payments under a
municipal lease obligation than they do to curtail payments on other municipal
securities. If not enough money is appropriated to make the lease payments, the
leased property may be repossessed as security for holders of the municipal
lease obligations. If this happens, there is no assurance that the property's
private sector or re-leasing value will be enough to make all outstanding
payments on the municipal lease obligations or that the payments will continue
to be tax-free.
While cancellation risk is inherent to municipal lease obligations, each fund,
except the High Yield Fund, believes that this risk may be reduced, although not
eliminated, by its policies on the quality of securities in which it may invest.
Keeping in mind that each fund can invest in municipal lease obligations without
percentage limits, the funds' holdings in municipal lease obligations were:
AS OF FEBRUARY 28, 1998
(as a percentage of net assets)
Arizona Fund 3.44%
Colorado Fund 4.92%
Connecticut Fund 0.00%
Federal Intermediate Fund 9.43%
High Yield Fund 5.86%
Indiana Fund 6.91%
Michigan Fund 0.00%
New Jersey Fund 4.89%
Oregon Fund 2.34%
Pennsylvania Fund 0.36%
Puerto Rico Fund 0.00%
CALLABLE BONDS. Each fund may invest in callable bonds, which allow the issuer
to repay some or all of the bonds ahead of schedule. If a bond is called, the
fund will receive the principal amount, the accrued interest, and a small
additional payment as a call premium. The Manager may sell a callable bond
before its call date, if it believes the bond is at its maximum premium
potential.
An issuer is more likely to call its bonds when interest rates are falling,
because the issuer can issue new bonds with lower interest payments. If a bond
is called, the fund may have to replace it with a lower-yielding security. If
the fund originally paid a premium for the bond because it had appreciated in
value from its original issue price, the fund also may not be able to recover
the full amount it paid for the bond. One way for a fund to protect itself from
call risk is to buy bonds with call protection. Call protection is an assurance
that the bond will not be called for a specific time period, typically five to
10 years from when the bond is issued.
When pricing callable bonds, each bond is marked-to-market daily based on the
bond's call date. Thus, the call of some or all of a fund's callable bonds may
impact the fund's Net Asset Value. Based on a number of factors, including
certain portfolio management strategies used by the Manager, the fund believes
it has reduced the risk of an adverse impact on its Net Asset Value from calls
of callable bonds. In light of each fund's pricing policies and certain
amortization procedures required by the IRS, the funds do not expect to suffer
any material adverse impact related to the value at which they have carried the
bonds in connection with calls of bonds purchased at a premium. As with any
investment strategy, however, there is no guarantee that a call may not have a
more substantial impact than anticipated.
Notwithstanding the call feature, an investment in callable bonds by the Federal
Intermediate Fund is subject to its policy of maintaining a dollar-weighted
average portfolio maturity of three to 10 years.
ESCROW-SECURED OR DEFEASED BONDS are created when an issuer refunds, before
maturity, an outstanding bond issue that is not immediately callable (or
pre-refunds), and sets aside funds for redemption of the bonds at a future date.
The issuer uses the proceeds from a new bond issue to buy high grade, interest
bearing debt securities, generally direct obligations of the U.S. government.
These securities are then deposited in an irrevocable escrow account held by a
trustee bank to secure all future payments of principal and interest on the
pre-refunded bond. Escrow-secured bonds often receive a triple A or equivalent
rating from Fitch, Moody's or S&P.
STRIPPED MUNICIPAL SECURITIES. Municipal securities may be sold in "stripped"
form. Stripped municipal securities represent separate ownership of principal
and interest payments on municipal securities.
ZERO-COUPON SECURITIES. Each fund may invest in zero-coupon and delayed interest
securities. Zero-coupon securities make no periodic interest payments, but are
sold at a deep discount from their face value. The buyer recognizes a rate of
return determined by the gradual appreciation of the security, which is redeemed
at face value on a specified maturity date. The discount varies depending on the
time remaining until maturity, as well as market interest rates, liquidity of
the security, and the issuer's perceived credit quality. The discount, in the
absence of financial difficulties of the issuer, typically decreases as the
final maturity date approaches. If the issuer defaults, the fund may not receive
any return on its investment.
Because zero-coupon securities bear no interest and compound semiannually at the
rate fixed at the time of issuance, their value is generally more volatile than
the value of other fixed-income securities. Since zero-coupon bondholders do not
receive interest payments, zero-coupon securities fall more dramatically than
bonds paying interest on a current basis when interest rates rise. When interest
rates fall, zero-coupon securities rise more rapidly in value, because the bonds
reflect a fixed rate of return.
An investment in zero-coupon and delayed interest securities may cause a fund to
recognize income and make distributions to shareholders before it receives any
cash payments on its investment. To generate cash to satisfy distribution
requirements, a fund may have to sell portfolio securities that it otherwise
would have continued to hold or to use cash flows from other sources such as the
sale of fund shares.
CONVERTIBLE AND STEP COUPON BONDS. Each fund may invest a portion of its assets
in convertible and step coupon bonds. Convertible bonds are zero-coupon
securities until a predetermined date, at which time they convert to a specified
coupon security. The coupon on step coupon bonds changes periodically during the
life of the security based on predetermined dates chosen when the security is
issued.
U.S. GOVERNMENT OBLIGATIONS are issued by the U.S. Treasury or by agencies and
instrumentalities of the U.S. government and are backed by the full faith and
credit of the U.S. government. They include Treasury bills, notes and bonds.
COMMERCIAL PAPER is a promissory note issued by a corporation to finance its
short-term credit needs. Each fund may invest in taxable commercial paper only
for temporary defensive purposes. More Information About Some of the Funds'
OTHER INVESTMENT STRATEGIES AND PRACTICES
WHEN-ISSUED TRANSACTIONS. Municipal securities are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
yield terms, is fixed at the time the commitment to buy is made, but delivery
and payment take place at a later date. During the time between purchase and
settlement, no payment is made by a fund to the issuer and no interest accrues
to the fund. If the other party to the transaction fails to deliver or pay for
the security, the fund could miss a favorable price or yield opportunity, or
could experience a loss.
When a fund makes the commitment to buy a municipal security on a when-issued
basis, it records the transaction and reflects the value of the security in the
determination of its Net Asset Value. The funds believe that their Net Asset
Value or income will not be negatively affected by their purchase of municipal
securities on a when-issued basis. The funds will not engage in when-issued
transactions for investment leverage purposes.
Although a fund will generally buy municipal securities on a when-issued basis
with the intention of acquiring the securities, it may sell the securities
before the settlement date if it is considered advisable. When a fund is the
buyer, it will maintain cash or liquid securities, with an aggregate value equal
to the amount of its purchase commitments, in a segregated account with its
custodian bank until payment is made. If assets of a fund are held in cash
pending the settlement of a purchase of securities, the fund will not earn
income on those assets.
ILLIQUID INVESTMENTS. Each fund may invest up to 10% of its net assets in
illiquid securities. Illiquid securities are generally securities that cannot be
sold within seven days in the normal course of business at approximately the
amount at which the fund has valued them.
DIVERSIFICATION. All of the funds, except the Connecticut, Federal Intermediate
and Michigan funds, are diversified funds. The Connecticut, Federal Intermediate
and Michigan funds are non-diversified. As a fundamental policy, none of the
diversified funds will buy a security if, with respect to 75% of its net assets,
more than 5% would be in the securities of any single issuer (with the exception
of obligations of the U.S. government). For this purpose, each political
subdivision, agency, or instrumentality, each multi-state agency of which a
state is a member, and each public authority that issues private activity bonds
on behalf of a private entity, is considered a separate issuer. Escrow-secured
or defeased bonds are not generally considered an obligation of the original
municipality when determining diversification.
Each fund, including the Connecticut, Federal Intermediate and Michigan funds,
intends to meet certain diversification requirements for tax purposes. These
requirements are discussed under "Additional Information on Distributions and
Taxes."
Each fund may invest more than 25% of its assets in municipal securities that
finance similar types of projects, such as hospitals, housing, industrial
development, transportation or pollution control. A change that affects one
project, such as proposed legislation on the financing of the project, a
shortage of the materials needed for the project, or a declining need for the
project, would likely affect all similar projects.
SECURITIES TRANSACTIONS. The frequency of portfolio transactions, usually
referred to as the portfolio turnover rate, varies for each fund from year to
year, depending on market conditions. While short-term trading increases
portfolio turnover and may increase costs, the execution costs for municipal
securities are substantially less than for equivalent dollar values of equity
securities.
WHAT ARE THE RISKS
OF INVESTING IN THE FUNDS?
The following gives more information about the risks of investing in the funds.
Please read this information together with the section "What Are the Risks of
Investing in the Funds?" in the Prospectus.
STATE RISKS. Since each state fund mainly invests in the municipal securities of
its state, its performance is closely tied to the ability of issuers of
municipal securities in its state to continue to make principal and interest
payments on their securities. The issuers' ability to do this is in turn
dependent on economic, political and other conditions within the state. Below is
a discussion of certain conditions that may affect municipal issuers in the
funds' various states. It is not a complete analysis of every material fact that
may affect the ability of issuers of municipal securities to meet their debt
obligations or the economic or political conditions within any state. The
information below is based on the most recent data available to the funds from
Fitch, Moody's and S&P, three historically reliable sources, but the funds have
not independently verified it.
The ability of issuers of municipal securities to continue to make principal and
interest payments is dependent in large part on their ability to raise revenues,
primarily through taxes, and to control spending. Many factors can affect a
state's revenues including the rate of population growth, unemployment rates,
personal income growth, federal aid, and the ability to attract and keep
successful businesses. A number of factors can also affect a state's spending
including current debt levels, and the existence of accumulated budget deficits.
The following provides some information on these and other factors.
Arizona. A cost of living below the national average and competitive wage rates
have attracted people and businesses to Arizona, especially from California. As
a result, Arizona's population grew by more than 15% during the first half of
the 1990s. Although population growth is expected to remain strong, the rate of
growth has slowed since 1996 as a result of California's economic recovery and
thus less migration from that state. Employment growth has also been strong, at
5.6% in 1996. Driven recently by gains in the high-tech manufacturing sector,
employment growth is expected to remain solid over the near-term. Unemployment
was 4.7% in May 1997, slightly less than the national average.
Arizona's economy has continued its shift away from agriculture and mining and
towards manufacturing and services. The move away from farming, which generally
consumes about 80% of the water used in the state, may increase the water
available for municipal uses. As of July 1997, manufacturing accounted for
approximately 9.3% of the state's total employment, trade 23%, services 30%,
government 13%, construction 6% and finance, insurance and real estate 8%.
Under its constitution, Arizona is not allowed to issue general obligation debt.
Thus, gross state debt levels have remained moderate. The state has historically
relied on lease obligations, revenue bonds, and pay-as-you-go financing for its
capital needs. A significant portion of the state's debt has been supported by
motor fuel taxes and highway user fees.
Recently, Arizona's strong economic growth has enabled the state to replenish
its general fund, while at the same time cutting taxes. At the end of fiscal
1996, the general fund had a balance of 12.6% of expenditures, up from 6.9% at
the end of fiscal 1995. Due to higher-than-anticipated income tax receipts, the
state expects the general fund balance will remain strong through fiscal 1998.
In addition, the state's budget stabilization fund held $252 million as of July
1997, which may help provide protection in an economic downturn.
Despite periods of financial stress during the 1980s and early 1990s, the
state's financial outlook is generally considered stable.
Colorado. During the 1980s, Colorado's economy was dependent on its energy
sector. As a result, the state suffered a sharp economic downturn when the
energy sector declined in the mid-to-late 1980s. Since 1991, growth in the
services, trade and government sectors has improved Colorado's economic
diversification. Growth in these areas, as well as in construction and high
technology sectors, has also helped to offset job losses caused by military base
closings and the decline of the state's mining industry. Population and income
levels have also grown since 1991, often exceeding national trends, and
unemployment levels have been below the national average. As of June 1997, S&P
expected this growth to continue, although at a slower rate.
The recent strength of Colorado's economy has helped to improve the state's
financial position. Revenue growth has continued to exceed projections,
primarily in the area of income tax collections. Since Colorado's constitution
prohibits the issuance of general obligation debt, the state's debt burden has
been low. The state has relied primarily on pay-as-you-go and lease financing to
meet its capital improvement needs.
Colorado's relatively strong economy and improved financial position, together
with its relatively low debt ratios, should help its credit quality remain
stable.
Connecticut. Connecticut has been slower to recover from the national recession
of the early 1990s than most other states. In recent years, however, Connecticut
has begun to show some signs of progress.
For the first time in several years, the state's population grew in 1996,
although by a modest 0.1%. For the twelve months ended August 1997, non-farm
employment grew by 1.8%, led by growth in wholesale and retail trade, services,
construction and government. The state's tourism industry has also grown
steadily due to the state's growing casino industry. Furthermore, the state has
recently been successful in attracting businesses to the state from New York
City due to tax incentives and lower office rents. Future growth is expected to
come from the areas of business services, media and communications, and
biopharmaceuticals. While Connecticut has yet to reach prerecession employment
levels, it has remained the richest state in the U.S. with per capita income at
137% of the national average as of October 1997. Recent unemployment rates have
also compared favorably to the nation.
As of October 1997, the state expected to end fiscal 1997 with a general fund
surplus of $255 million, its sixth consecutive surplus since its $809 million
deficit in fiscal 1991. Debt levels have remained high, however, although annual
general obligation bond issuance has declined since the early 1990s. The state's
high debt levels could affect its future financial flexibility. With projections
of slow economic growth through the year 2000 and the implementation of planned
tax cuts, Connecticut may face challenges as it attempts to maintain balanced
operations.
Indiana. Indiana's economy has been relatively volatile, with cyclical tax and
employment bases. During the early to mid-1980s, the state's economy was heavily
dependent on its historically dominant manufacturing sector, particularly the
steel and automobile sectors. This dependence on durable manufacturing led to
increased economic volatility during the first half of the 1980s. Companies
within Indiana's manufacturing sector have been downsizing and restructuring
over the past 15 years, which may help reduce Indiana's vulnerability to
manufacturing-based recessions. Nonetheless, Indiana's manufacturing sector
recently accounted for 23% of the labor force, the second highest percentage
among the fifty states.
During the last four years, Indiana's income and employment growth has exceeded
most other states in the Great Lakes region. Indiana's important manufacturing
sector has also experienced positive growth in recent years, helping to support
growth in the trade and service sectors. Its central location, competitive cost
of living and business costs, and extensive transportation network have combined
to make Indiana a low-cost alternative for various service and back-office
operations. Airport expansion projects and the construction of a $1 billion
United Airlines maintenance facility have contributed to the emergence of
Indiana as a transportation and distribution hub.
The recent strength of Indiana's economy and aggressive spending cuts have
resulted in four consecutive years of operating surpluses. As of June 30, 1997,
the state's total balances were $1.8 billion, which ranked it among the
strongest states nationally. This compared favorably to total balances of $670
million at June 30, 1993.
While the state's economy and financial performance have been strong, the
unfunded liability of the State Teachers Retirement Fund has continued to grow.
Recently, this liability was as high as $7 billion. Indiana has taken several
steps to attempt to control this problem, including (i) enacting a new pension
plan that requires funds to be set aside for new teachers as their benefits are
accrued, which also shifts primary funding responsibility from the state to the
local school districts, and (ii) creating a special pension stabilization fund
to pay teachers' pensions when the growth in pension payouts in a year exceeds
the state's revenue growth.
Michigan. Michigan's economy has continued to rely on national economic trends,
especially the demand for durable goods. Its economic base has been dependent on
its manufacturing sector, which recently accounted for 33% of the state's total
personal income. While this sector has been strong since the end of the national
recession in the early 1990s, the state's reliance on manufacturing has made its
economy potentially more volatile than the economies of more diverse states. In
recent years, however, the state has made some improvements in the diversity of
its economy.
Michigan's finances have also improved since the early 1990s when the state's
financial position was weakened by the national recession and imbalances in the
budget. Tighter budget controls and the positive effect on revenues of the
state's relatively strong economy have allowed the state to replenish reserves,
which had been severely depleted during the early 1990s. The state's budget
stabilization fund was estimated at more than $1.2 billion at September 30,
1997. Michigan may need the increased stability these reserve levels provide to
offset higher school funding requirements, which were estimated at $8.6 billion
in fiscal 1997 and represented the largest expense item for the state.
New Jersey. New Jersey's economy has historically been one of the most diverse
in the nation. Recent economic growth has been slower than the national average,
however, by most measures. The state recently recovered its job losses from the
recession of the early 1990s, when the state experienced extensive layoffs in
manufacturing and construction leading to the elimination of 6.3% of the state's
jobs. Recent growth has been strongest in the service and trade sectors, while
manufacturing has continued to decline.
Some of the largest commercial and industrial firms in the U.S. are
headquartered in New Jersey, as its lower taxes and other business costs make it
an attractive alternative to New York City. While personal income growth has
been slower than at the national level, New Jersey has remained one of the
wealthiest states, recently ranking second in per capita income to Connecticut.
The state's financial position has benefited from the underlying health of New
Jersey's economy, which has resulted in increased corporate business and
personal income tax receipts. The state ended fiscal 1997 with a surplus and an
undesignated fund balance of $1 billion, although the state anticipates using
part of this balance to fund fiscal 1998 operations. While the state's
expenditures have been restrained, nonrecurring revenues and budget surpluses
have been needed to balance budgets in recent years. Together with the need to
fund its 30% reduction in personal income taxes, the state may face future
fiscal challenges, especially if its economy does not continue to grow at a
relatively healthy rate.
Oregon. In recent years, Oregon's rates of growth in per capita income,
population and employment have all exceeded the national average. The state's
economy has continued to diversify, with less dependence on the timber industry
and more emphasis on services. Recently, the service sector accounted for 26.1%
of total non-farm employment and much of the state's employment growth. Pacific
Rim trade, hi-tech manufacturing, especially semiconductors, and housing
construction spurred by significant immigration, primarily from California, have
also contributed to the state's growth. Oregon's growth is expected to continue,
although at a slower pace. Future growth is likely to be dependent on the
continued strength of the national economy, as well as the strength of the
state's hi-tech industries. Economic growth may be hampered, however, by an
improving economy in California, as well as Oregon's rising labor and housing
costs.
The strength of Oregon's economy has helped the state maintain positive
financial results. Recently, however, voter initiatives have limited the state's
financial flexibility.
In November 1990, voters approved Measure 5, which limited local property taxes
and required the state to provide replacement revenues to schools. The
replacement requirement was $492 million in the 1991-1993 biennium and rose to
$2.7 billion for the fiscal 1995-1997 biennium. Nonetheless, the state has been
able to meet this obligation and balance its budget without implementing a large
new revenue source, primarily due to rapid growth in revenues resulting from the
state's growing economy and strong fiscal oversight.
On May 20, 1997, voters passed ballot measure 50, which replaced ballot measure
47. Ballot measure 50 could negatively impact the revenue-raising flexibility of
many municipal entities in Oregon. The state may also be negatively affected as
this measure requires the state to indemnify school districts from the impact of
property tax cuts.
As of September 1997, the state had estimated that it would end fiscal 1997 with
a budget balance of more than $700 million. New capital programs, especially for
correction facilities, and the uncertain effects on state and local governments
of Measure 50, however, may create future challenges as the state attempts to
maintain positive financial performance. The increased use of ballot
initiatives, in many cases to reduce taxes and thus limit financial flexibility,
may also create greater uncertainty in Oregon's municipal securities market.
This increased uncertainty may lead to a demand by investors for higher yields
on obligations issued within the state, and thus an increase in borrowing costs
for issuers.
Pennsylvania. Pennsylvania's economic base has been diverse, although it has
also been highly cyclical. The largest growth areas have been business, health
care, and consumer services. Growth in these areas have helped to offset
declines in the manufacturing, mining, and federal government sectors. Overall,
employment growth has been slower than the national level, at 5.7% since 1989
compared to the national average of 13.3%.
Pennsylvania's governor has recently made economic development a priority. To
attract new business, the state has implemented various business tax cuts and
has attempted to ease the state's regulatory environment. These steps, together
with the state's strong education, health care and transportation systems, could
help to provide a positive environment for attracting businesses.
Pennsylvania's financial performance has been historically tied to fluctuations
in both national and regional economic trends. For fiscal 1997, improvements in
the state's economy and higher-than-expected tax revenues helped strengthen the
state's financial position. The state ended fiscal 1997 with an operating
surplus of more than $400 million. Relative to the size of the budget, the
state's reserves nonetheless have remained relatively small. Due to the cyclical
nature of the state's economy and financial performance, the state's small
reserves do not provide much security against future economic downturns or other
uncertainties that could affect the state. Additionally, the state may need to
address some outstanding and potentially costly litigation issues over the next
several years, including possible changes in the funding of the state's school
system and the state's judicial system.
U.S. TERRITORIES RISKS. Since each fund may invest a portion of its assets in
municipal securities issued by U.S. territories, and the Puerto Rico Fund
invests mainly in Puerto Rico municipal securities, the ability of U.S.
territory issuers to continue to make principal and interest payments may also
affect a fund's performance. As with state municipal issuers, the ability to
make these payments is dependent on economic, political and other conditions.
Below is a discussion of certain conditions within some of the territories where
the funds may be invested. It is not a complete analysis of every material fact
that may affect the ability of issuers of U.S. territory municipal securities to
meet their debt obligations or the economic or political conditions within the
territories. It is based on the most recent data available to the funds from
Fitch, Moody's and S&P, and other historically reliable sources, but it has not
been independently verified by the funds.
Guam. Guam's economy has been heavily dependent on its tourism industry, which
accounted for almost 40% of total employment in 1997. It has been especially
dependent on Japanese tourism, which has made Guam vulnerable to fluctuations in
the relationship between the U.S. dollar and the Japanese yen.
In the early to mid-1990s, Guam's financial position deteriorated due to a
series of natural disasters that led to increased spending on top of already
significant budget gaps. As a result, the government introduced a comprehensive
financial plan in June 1995 to help balance the budget and reduce the general
fund deficit by fiscal 1999. As of fiscal 1997, the deficit had improved and the
budget was balanced. It is not yet known, however, whether the goals of the
financial plan will be met.
While Guam's debt burden has been manageable, Guam's ability to maintain current
debt levels may be challenged in the near future. U.S. military downsizing has
reduced the federal presence on the island and may also reduce federal support
for infrastructure projects. At the same time, Guam has faced increasing
pressure to improve its infrastructure to help generate economic development.
Overall, as of October 1997, S&P's outlook for Guam was negative due to Guam's
continued weak financial position and the need for continued political support
towards the goals of the financial plan.
Mariana Islands. The Mariana Islands became a commonwealth in 1975. At that
time, the U.S. government agreed to exempt the islands from federal minimum wage
and immigration laws in an effort to help stimulate industry and the economy.
The islands' minimum wage has been more than $2 per hour below the U.S. level
and tens of thousands of workers have immigrated from various Asian countries to
provide cheap labor for the islands' industries. Recently, the islands' tourism
and apparel industries combined to help increase gross business receipts from
$224 million in 1985 to $2 billion in 1996. Currently, however, Congress is
considering a bill to raise wages and curtail immigration to the Mariana
Islands. If it passes, it could have an adverse affect on the islands' economy.
Puerto Rico. Overall, both Moody's and S&P recently considered Puerto Rico's
outlook stable. The economy has continued to grow and diversify. Much of this
growth has come from the construction, trade and service sectors, which have
accounted for more than 50% of the employment base. Manufacturing has
contributed 41% of the island's gross domestic product and has accounted for 16%
of employment. Despite an increasingly skilled workforce, unemployment has
remained high at 12-13%. Over the past three years, Puerto Rico's financial
performance has improved. Strong revenue growth and more aggressive tax
collection procedures have helped. Fiscal 1997 appeared to be on target, and
expectations are that the fiscal 1998 budget will also be balanced.
Puerto Rico's debt levels have been high but manageable at $2,600 per capita or
12% of expenditures. Going forward, these levels may increase as Puerto Rico
attempts to finance significant capital and infrastructure improvements. Puerto
Rico will also need to address its large unfunded pension liability of more than
$5 billion.
Despite Puerto Rico's stable outlook, Puerto Rico may face challenges in the
coming years with the 1996 passage of a bill eliminating section 936 of the
Code. This Code section has given certain U.S. corporations operating in Puerto
Rico significant tax advantages. These incentives have helped considerably with
Puerto Rico's economic growth, especially with the development of its
manufacturing sector. U.S. firms that have benefited from these incentives have
provided a significant portion of Puerto Rico's revenues, employment and
deposits in local financial institutions. The section 936 incentives will be
phased out over a 10-year period ending in 2006. It is hoped that this long
phase-out period will give Puerto Rico sufficient time to lessen the potentially
negative effects of section 936's elimination.
CREDIT RISK - HIGH YIELD FUND ONLY. Since the High Yield Fund may invest in
municipal securities rated below investment grade, an investment in the fund is
subject to a higher degree of risk than an investment in a fund that invests
primarily in higher-quality securities.
The market value of high yield, lower-quality municipal securities, commonly
known as junk bonds, tends to reflect individual developments affecting the
issuer to a greater degree than the market value of higher-quality securities,
which react primarily to fluctuations in the general level of interest rates.
Lower-quality securities also tend to be more sensitive to economic conditions
than higher-quality securities. Factors adversely affecting the market value of
high yield securities may lower the fund's Net Asset Value.
Projects financed by high yield municipal securities are often highly leveraged
and may not have more traditional methods of financing available to them.
Therefore, the risk associated with buying these securities is generally greater
than the risk associated with higher-quality securities. For example, during an
economic downturn or a sustained period of rising interest rates, projects
financed by lower-quality securities may experience financial stress and may not
have sufficient cash flow to make interest payments. The issuer's ability to
make timely interest and principal payments may also be adversely affected by
specific developments affecting the issuer, including the issuer's inability to
meet specific projected revenue forecasts or the unavailability of additional
financing.
The risk of loss due to default may also be considerably greater with
lower-quality securities. If the issuer of a security in the fund's portfolio
defaults, the fund may have unrealized losses on the security, which may lower
the fund's Net Asset Value. Defaulted securities tend to lose much of their
value before they default. Thus, the fund's Net Asset Value may be adversely
affected before an issuer defaults. In addition, the fund may incur additional
expenses if it must try to recover principal or interest payments on a defaulted
security.
Lower-quality securities may not be as liquid as higher-quality securities.
Reduced liquidity in the secondary market may have an adverse impact on the
market price of a security and on the fund's ability to sell a security in
response to a specific economic event, such as a deterioration in the
creditworthiness of the issuer, or if necessary to meet the fund's liquidity
needs. Reduced liquidity may also make it more difficult to obtain market
quotations based on actual trades for purposes of valuing the fund's portfolio.
INVESTMENT RESTRICTIONS
Each fund has adopted the following restrictions as fundamental policies. These
restrictions may not be changed without the approval of a majority of the
outstanding voting securities of the fund. Under the 1940 Act, this means the
approval of (i) more than 50% of the outstanding shares of a fund or (ii) 67% or
more of the shares of a fund present at a shareholder meeting if more than 50%
of the outstanding shares of a fund are represented at the meeting in person or
by proxy, whichever is less. Each fund MAY NOT:
1. Borrow money or mortgage or pledge any of its assets, except that borrowings
(and a pledge of assets therefore) for temporary or emergency purposes may be
made from banks in any amount up to 5% of the total asset value.
2. Buy any securities on "margin" or sell any securities "short," except that it
may use such short-term credits as are necessary for the clearance of
transactions.
3. Make loans, except through the purchase of readily marketable debt securities
which are either publicly distributed or customarily purchased by institutional
investors. Although such loans are not presently intended, this prohibition will
not preclude the fund from loaning portfolio securities to broker-dealers or
other institutional investors if at least 102% cash collateral is pledged and
maintained by the borrower; provided such portfolio security loans may not be
made if, as a result, the aggregate of such loans exceeds 10% of the value of
the fund's total assets at the time of the most recent loan.
4. Act as underwriter of securities issued by other persons, except insofar as
the fund may be technically deemed an underwriter under the federal securities
laws in connection with the disposition of portfolio securities.
5. Purchase the securities of any issuer which would result in owning more than
10% of the voting securities of such issuer, except with respect to the
Connecticut and Federal Intermediate funds, each of which will not purchase a
security if, as a result: i) more than 25% of its total assets would be invested
in the securities of a single issuer or ii) with respect to 50% of its total
assets, more than 5% of its assets would be invested in the securities of a
single issuer.
6. Purchase securities from or sell to the Trust's officers and trustees, or any
firm of which any officer or trustee is a member, as principal, or retain
securities of any issuer if, to the knowledge of the Trust, one or more of the
Trust's officers, trustees, or investment advisor own beneficially more than 1/2
of 1% of the securities of such issuer and all such officers and trustees
together own beneficially more than 5% of such securities.
7. Acquire, lease or hold real estate, except such as may be necessary or
advisable for the maintenance of its offices and provided that this limitation
shall not prohibit the purchase of municipal and other debt securities secured
by real estate or interests therein.
8. Invest in commodities and commodity contracts, puts, calls, straddles,
spreads or any combination thereof, or interests in oil, gas, or other mineral
exploration or development programs, except that it may purchase, hold and
dispose of "obligations with puts attached" in accordance with its investment
policies.
9. Invest in companies for the purpose of exercising control or management.
10. For each fund except the Federal Intermediate Fund, purchase securities of
other investment companies, except in connection with a merger, consolidation or
reorganization, except to the extent the fund invests its uninvested daily cash
balances in shares of the Franklin Tax-Exempt Money Fund and other tax-exempt
money market funds in the Franklin Templeton Group of Funds provided i) its
purchases and redemptions of such money market fund shares may not be subject to
any purchase or redemption fees, ii) its investments may not be subject to
duplication of management fees, nor to any charge related to the expense of
distributing the fund's shares (as determined under Rule 12b-1, as amended under
the federal securities laws) and iii) provided aggregate investments by the fund
in any such money market fund do not exceed (A) the greater of (i) 5% of the
fund's total net assets or (ii) $2.5 million, or (B) more than 3% of the
outstanding shares of any such money market fund.
11. For each fund except the Federal Intermediate Fund, invest more than 25% of
its assets in securities of any industry; although for purposes of this
limitation, tax-exempt securities and U.S. government obligations are not
considered to be part of any industry. The following restrictions only apply to
the Federal Intermediate Fund:
12. Purchase securities of other investment companies, except in connection with
a merger, consolidation, acquisition or reorganization. To the extent permitted
by exemptions which may be granted under the 1940 Act, the Federal Intermediate
Fund may invest in shares of one or more investment companies, of the type
generally referred to as money market funds, managed by Advisers or its
affiliates.
13. Purchase securities, in private placements or in other transactions, for
which there are legal or contractual restrictions on resale.
14. Invest more than 25% of its assets in securities of any industry. For
purposes of this limitation, tax-exempt securities issued by governments or
political subdivisions of governments are not considered to be part of any
industry.
If a bankruptcy or other extraordinary event occurs concerning a particular
security owned by a fund, the fund may receive stock, real estate, or other
investments that the fund would not, or could not, buy. In this case, the fund
intends to dispose of the investment as soon as practicable while maximizing the
return to shareholders.
If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in the value or liquidity of
portfolio securities or the amount of assets will not be considered a violation
of any of the foregoing restrictions.
OFFICERS AND TRUSTEES
The Board has the responsibility for the overall management of each fund,
including general supervision and review of its investment activities. The
Board, in turn, elects the officers of each fund who are responsible for
administering the fund's day-to-day operations. The affiliations of the officers
and Board members and their principal occupations for the past five years are
shown below. Members of the Board who are considered "interested persons" of
each fund under the 1940 Act are indicated by an asterisk (*).
POSITIONS AND OFFICES PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS WITH THE TRUST THE PAST FIVE YEARS
- --------------------------------------------------------------------------------
Frank H. Abbott, III (77)
1045 Sansome Street
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); director or
trustee, as the case may be, of 28 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) and Vacu-Dry Co. (food processing).
Harris J. Ashton (66)
191 Clapboard Ridge Road
Greenwich, CT 06830
Trustee
Director, RBC Holdings, Inc. (a bank holding company) and Bar-S Foods (a meat
packing company); director or trustee, as the case may be, of 50 of the
investment companies in the Franklin Templeton Group of Funds; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers).
S. Joseph Fortunato (65)
Park Avenue at Morris County
P.O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; director or trustee, as
the case may be, of 52 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Director, General Host Corporation (nursery and
craft centers).
Edith E. Holiday (46)
3239 38th Street, N.W.
Washington, DC 20016
Trustee
Director, Amerada Hess Corporation and Hercules Incorporated (1993-present);
Director, Beverly Enterprises, Inc. (1995-present) and H.J. Heinz Company
(1994-present); director or trustee, as the case may be, of 25 of the investment
companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman
(1995-1997) and Trustee (1993-1997) of National Child Research Center, Assistant
to the President of the United States and Secretary of the Cabinet (1990-1993),
General Counsel to the United States Treasury Department (1989-1990), and
Counselor to the Secretary and Assistant Secretary for Public Affairs and Public
Liaison-United States Treasury Department (1988-1989).
*Charles B. Johnson (65)
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman
of the Board
and Trustee
President, Chief Executive Officer and Director, Franklin Resources, Inc.;
Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Advisory
Services, Inc., Franklin Investment Advisory Services, Inc. and Franklin
Templeton Distributors, Inc.; Director, Franklin/Templeton Investor Services,
Inc. and Franklin Templeton Services, Inc.; officer and/or director or trustee,
as the case may be, of most of the other subsidiaries of Franklin Resources,
Inc. and of 51 of the investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Director, General Host Corporation (nursery and craft
centers).
*Rupert H. Johnson, Jr. (57)
777 Mariners Island Blvd.
San Mateo, CA 94404
President
and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
Senior Vice President and Director, Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; and officer and/or director or trustee, as the case may
be, of most of the other subsidiaries of Franklin Resources, Inc. and of 54 of
the investment companies in the Franklin Templeton Group of Funds.
Frank W.T. LaHaye (69)
20833 Stevens Creek Blvd.,
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Miller & LaHaye, which is the General Partner of Peregrine
Ventures II (venture capital firm); Chairman of the Board and Director,
Quarterdeck Corporation (software firm); Director, Digital Transmission Systems,
Inc. (wireless communications); director or trustee, as the case may be, of 28
of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, Director, Fischer Imaging Corporation (medical imaging systems) and
General Partner, Peregrine Associates, which was the General Partner of
Peregrine Ventures (venture capital firm).
Gordon S. Macklin (70)
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (financial services); Director, Fund American
Enterprises Holdings, Inc., MCI Communications Corporation, CCC Information
Services Group, Inc. (information services), MedImmune, Inc. (biotechnology),
Spacehab, Inc. (aerospace services) and Real 3D (software); director or trustee,
as the case may be, of 50 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Chairman, Hambrecht and Quist Group, Director, H &
Q Healthcare Investors and Lockheed Martin Corporation, and President, National
Association of Securities Dealers, Inc.
Harmon E. Burns (53)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President and Director, Franklin Resources, Inc.; Executive Vice
President and Director, Franklin Templeton Distributors, Inc. and Franklin
Templeton Services, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin/Templeton Investor Services, Inc.; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 54 of the investment companies in the Franklin
Templeton Group of Funds.
Martin L. Flanagan (38)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Chief
Financial Officer
Senior Vice President and Chief Financial Officer, Franklin Resources, Inc.;
Executive Vice President and Director, Templeton Worldwide, Inc.; Executive Vice
President, Chief Operating Officer and Director, Templeton Investment Counsel,
Inc.; Senior Vice President and Treasurer, Franklin Advisers, Inc.; Treasurer,
Franklin Advisory Services, Inc.; Treasurer and Chief Financial Officer,
Franklin Investment Advisory Services, Inc.; President, Franklin Templeton
Services, Inc.; Senior Vice President, Franklin/Templeton Investor Services,
Inc.; and officer and/or director or trustee, as the case may be, of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Deborah R. Gatzek (49)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
and Secretary
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc. and Franklin
Advisory Services, Inc.; Vice President, Chief Legal Officer and Chief Operating
Officer, Franklin Investment Advisory Services, Inc.; and officer of 54 of the
investment companies in the Franklin Templeton Group of Funds.
Thomas J. Kenny (35)
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 Templeton Group of Funds.
Diomedes Loo-Tam (59)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and
Principal
Accounting
Officer
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33 of
the investment companies in the Franklin Templeton Group of Funds.
Edward V. McVey (60)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President and National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 29 of the investment companies in the
Franklin Templeton Group of Funds.
The table above shows the officers and Board members who are affiliated with
Distributors and the Manager. As of June 1, 1998 nonaffiliated members of the
Board are paid $1,450 per month plus $1,300 per meeting attended. As shown
above, the nonaffiliated Board members also serve as directors or trustees of
other investment companies in the Franklin Templeton Group of Funds. They may
receive fees from these funds for their services. The fees payable to
nonaffiliated members of the Board by the Trust are subject to reductions
resulting from fee caps limiting the amount of fees payable to trustees who
serve on other boards within the Franklin Templeton Group of Funds. The
following table provides the total fees paid to nonaffiliated Board members by
the Trust and by other funds in the Franklin Templeton Group of Funds.
<TABLE>
<CAPTION>
Total Fees Number of Boards
Received from in the Franklin
Total Fees the Franklin Templeton Group
Received from Templeton of Funds on Which
Name the Trust*** Group of Funds**** Each Serves*****
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank H. Abbott, III ...............$31,200 $165,937 28
Harris J. Ashton ................... 29,900 344,642 50
S. Joseph Fortunato ................ 29,900 361,562 52
David W. Garbellano* ............... 14,300 91,317 n/a
Edith E. Holiday** ................. 2,600 72,875 25
Frank W.T. LaHaye .................. 29,900 141,433 28
Gordon S. Macklin .................. 29,900 337,292 50
</TABLE>
*Deceased, September 27, 1997.
**Appointed January 15, 1998.
***For the fiscal year ended February 28, 1998, during which time fees at the
rate of $1,300 per month plus $1,300 per meeting attended were in effect.
****For the calendar year ended December 31, 1997.
*****We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not include
the total number of series or funds within each investment company for which the
Board members are responsible. The Franklin Templeton Group of Funds currently
includes 56 registered investment companies, with approximately 169 U.S. based
funds or series.
Nonaffiliated members of the Board are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in the
Franklin Templeton Group of Funds for which they serve as director or trustee.
No officer or Board member received any other compensation, including pension or
retirement benefits, directly or indirectly from the fund or other funds in the
Franklin Templeton Group of Funds. Certain officers or Board members who are
shareholders of Resources may be deemed to receive indirect remuneration by
virtue of their participation, if any, in the fees paid to its subsidiaries.
As of April 2, 1998, the officers and Board members, as a group, owned of record
and beneficially the following shares of the funds: approximately 88,312 shares
of the Connecticut Fund - Class I, 101 shares of the High Yield Fund - Class I,
and 32,673 shares of the New Jersey Fund - Class I, or less than 1% of the total
outstanding shares of each fund's Class I shares. Many of the Board members also
own shares in other funds in the Franklin Templeton Group of Funds. Charles B.
Johnson and Rupert H. Johnson, Jr. are brothers.
INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Manager and Services Provided. Advisers is the investment manager of
each fund, except the Connecticut Fund. Investment Advisory is the investment
manager of the Connecticut Fund. The Manager provides investment research and
portfolio management services, including the selection of securities for each
fund to buy, hold or sell and the selection of brokers through whom each fund's
portfolio transactions are executed. The Manager's extensive research activities
include, as appropriate, traveling to meet with issuers and to review project
sites. The Manager's activities are subject to the review and supervision of the
Board to whom the Manager renders periodic reports of each fund's investment
activities. The Manager and its officers, directors and employees are covered by
fidelity insurance for the protection of each fund.
The Manager and its affiliates act as investment manager to numerous other
investment companies and accounts. The Manager may give advice and take action
with respect to any of the other funds it manages, or for its own account, that
may differ from action taken by the Manager on behalf of each fund. Similarly,
with respect to each fund, the Manager is not obligated to recommend, buy or
sell, or to refrain from recommending, buying or selling any security that the
Manager and access persons, as defined by the 1940 Act, may buy or sell for its
or their own account or for the accounts of any other fund. The Manager is not
obligated to refrain from investing in securities held by the funds or other
funds that it manages. Of course, any transactions for the accounts of the
Manager and other access persons will be made in compliance with the funds' Code
of Ethics. Please see "Miscellaneous Information - Summary of Code of Ethics."
MANAGEMENT FEES. Under its management agreement, each fund pays the Manager a
management fee equal to a monthly rate of 5/96 of 1% of the value of its net
assets up to and including $100 million; and 1/24 of 1% of the value of its net
assets over $100 million up to and including $250 million; and 9/240 of 1% of
the value of its net assets in excess of $250 million. The fee is computed at
the close of business on the last business day of each month. Each class pays
its proportionate share of the management fee.
The table below shows the management fees paid by each fund for the fiscal years
ended February 28, 1998, February 28, 1997 and February 29, 1996.
MANAGEMENT FEES PAID
------------------------
1998 1997 1996
- --------------------------------------------------------------------------------
Arizona Fund $ 3,799,811 $ 3,627,685 $ 3,578,992
Colorado Fund 1,432,605 1,259,548 1,156,138
Connecticut Fund 1,126,660 1,012,114 941,489
Federal Intermediate Fund 628,115* 438,843* 335,817*
High Yield Fund 24,164,691 19,114,157 16,252,138
Indiana Fund 330,541 311,799 298,107
Michigan Fund 0* 0* --
New Jersey Fund 3,074,915 2,827,318 2,755,151
Oregon Fund 2,119,137 1,964,313 1,887,234
Pennsylvania Fund 3,414,301 3,181,417 3,029,579
Puerto Rico Fund 1,137,320 1,083,818 1,054,668
*For the fiscal year ended February 28, 1998, and for the period July 1, 1996
through February 28, 1997, management fees, before any advance waiver, totaled
$44,302 and $12,802, respectively, for the Michigan Fund. For the the fiscal
years ended February 28, 1998, February 28, 1997 and February 29, 1996,
management fees, before any advance waiver, totaled $718,091, $586,462 and
$491,681, respectively, for the Federal Intermediate Fund. Under an agreement by
Advisers to limit its fees, the Federal Intermediate and Michigan funds paid the
management fees shown.
MANAGEMENT AGREEMENTS. The management agreements are in effect until March 31,
1999. They may continue in effect for successive annual periods if their
continuance is specifically approved at least annually by a vote of the Board or
by a vote of the holders of a majority of the fund's outstanding voting
securities, and in either event by a majority vote of the Board members who are
not parties to the management agreements or interested persons of any such party
(other than as members of the Board), cast in person at a meeting called for
that purpose. The management agreements may be terminated without penalty at any
time by the Board or by a vote of the holders of a majority of the fund's
outstanding voting securities on 30 days' written notice to the Manager, or by
the Manager on 30 days' written notice to the fund, and will automatically
terminate in the event of their assignment, as defined in the 1940 Act.
ADMINISTRATIVE SERVICES. Under an agreement with the Manager, FT Services
provides certain administrative services and facilities for each fund. These
include preparing and maintaining books, records, and tax and financial reports,
and monitoring compliance with regulatory requirements. FT Services is a wholly
owned subsidiary of Resources.
Under its administration agreement, the Manager pays FT Services a monthly
administration fee equal to an annual rate of 0.15% of the fund's average daily
net assets up to $200 million, 0.135% of average daily net assets over $200
million up to $700 million, 0.10% of average daily net assets over $700 million
up to $1.2 billion, and 0.075% of average daily net assets over $1.2 billion.
The table below shows the administration fees paid to FT Services for the fiscal
years ended February 28, 1998 and 1997. The fees are paid by the Manager. They
are not a separate expense of the funds.
ADMINISTRATION FEES PAID
--------------------------
1998 1997*
- ------------------------------------------------------------------------
Arizona Fund $1,060,456 $ 430,330
Colorado Fund 383,050 144,807
Connecticut Fund 298,352 114,062
Federal Intermediate Fund 176,069 62,460
High Yield Fund 4,519,848 1,626,344
Indiana Fund 79,053 31,765
Michigan Fund 10,328 2,069
New Jersey Fund 872,308 339,343
Oregon Fund 587,736 229,705
Pennsylvania Fund 971,653 384,008
Puerto Rico Fund 301,686 120,593
*For the period October 1, 1996 through February 28, 1997.
Shareholder Servicing Agent. Investor Services, a wholly owned subsidiary of
Resources, is the funds' shareholder servicing agent and acts as the funds'
transfer agent and dividend-paying agent. Investor Services is compensated on
the basis of a fixed fee per account. Each fund may also reimburse Investor
Services for certain out-of-pocket expenses, which may include payments by
Investor Services to entities, including affiliated entities, that provide
sub-shareholder services, recordkeeping and/or transfer agency services to
beneficial owners of the fund. The amount of reimbursements for these services
per benefit plan participant fund account per year may not exceed the per
account fee payable by the fund to Investor Services in connection with
maintaining shareholder accounts.
Custodian. Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, New York 10286, acts as custodian of the securities and other assets of
each fund. The custodian does not participate in decisions relating to the
purchase and sale of portfolio securities.
Auditors. Coopers & Lybrand L.L.P., 333 Market Street, San Francisco, California
94105, are the funds' independent auditors. During the fiscal year ended
February 28, 1998, their auditing services consisted of rendering an opinion on
the financial statements of the Trust included in the Trust's Annual Report to
Shareholders for the fiscal year ended February 28, 1998.
HOW DO THE FUNDS BUY
SECURITIES FOR THEIR PORTFOLIOS?
Since most purchases by the funds are principal transactions at net prices, the
funds incur little or no brokerage costs. The funds deal directly with the
selling or buying principal or market maker without incurring charges for the
services of a broker on their behalf, unless it is determined that a better
price or execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters will include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
will include a spread between the bid and ask prices. As a general rule, the
funds do not buy bonds in underwritings where they are given no choice, or only
limited choice, in the designation of dealers to receive the commission. The
funds seek to obtain prompt execution of orders at the most favorable net price.
Transactions may be directed to dealers in return for research and statistical
information, as well as for special services provided by the dealers in the
execution of orders.
It is not possible to place a dollar value on the special executions or on the
research services the Manager receives from dealers effecting transactions in
portfolio securities. The allocation of transactions in order to obtain
additional research services permits the Manager to supplement its own research
and analysis activities and to receive the views and information of individuals
and research staffs of other securities firms. As long as it is lawful and
appropriate to do so, the Manager and its affiliates may use this research and
data in their investment advisory capacities with other clients. If the funds'
officers are satisfied that the best execution is obtained, the sale of fund
shares, as well as shares of other funds in the Franklin Templeton Group of
Funds, may also be considered a factor in the selection of broker-dealers to
execute the funds' portfolio transactions.
If purchases or sales of securities of the funds and one or more other
investment companies or clients supervised by the Manager are considered at or
about the same time, transactions in these securities will be allocated among
the several investment companies and clients in a manner deemed equitable to all
by the Manager, taking into account the respective sizes of the funds and the
amount of securities to be purchased or sold. In some cases this procedure could
have a detrimental effect on the price or volume of the security so far as the
funds are concerned. In other cases it is possible that the ability to
participate in volume transactions may improve execution and reduce transaction
costs to the funds.
During the fiscal years ended February 28, 1998, February 28, 1997 and February
29, 1996, the funds paid no brokerage commissions.
As of February 28, 1998, the funds did not own securities of their regular
broker-dealers.
HOW DO I BUY, SELL AND EXCHANGE SHARES?
ADDITIONAL INFORMATION ON BUYING SHARES
The funds continuously offer their shares through Securities Dealers who have an
agreement with Distributors. Securities Dealers may at times receive the entire
sales charge. A Securities Dealer who receives 90% or more of the sales charge
may be deemed an underwriter under the Securities Act of 1933, as amended.
Securities laws of states where the funds offer their shares may differ from
federal law. Banks and financial institutions that sell shares of the funds may
be required by state law to register as Securities Dealers. Financial
institutions or their affiliated brokers may receive an agency transaction fee
in the percentages indicated in the table under "How Do I Buy Shares? - Purchase
Price of Fund Shares" in the Prospectus.
When you buy shares, if you submit a check or a draft that is returned unpaid to
a fund we may impose a $10 charge against your account for each returned item.
Under agreements with certain banks in Taiwan, Republic of China, the funds'
shares are available to these banks' trust accounts without a sales charge. The
banks may charge service fees to their customers who participate in the trusts.
A portion of these service fees may be paid to Distributors or one of its
affiliates to help defray expenses of maintaining a service office in Taiwan,
including expenses related to local literature fulfillment and communication
facilities.
Class I shares of the funds may be offered to investors in Taiwan through
securities advisory firms known locally as Securities Investment Consulting
Enterprises. In conformity with local business practices in Taiwan, Class I
shares may be offered with the following schedule of sales charges:
SALES
SIZE OF PURCHASE - U.S. DOLLARS CHARGE
- ------------------------------------------------
Under $30,000 ....................... 3%
$30,000 but less than $100,000 ...... 2%
$100,000 but less than $400,000 ..... 1%
$400,000 or more .................... 0%
Other Payments to Securities Dealers. Distributors may pay the following
commissions, out of its own resources, to Securities Dealers who initiate and
are responsible for purchases of Class I shares of $1 million or more: 0.75% on
sales of $1 million to $2 million, plus 0.60% on sales over $2 million to $3
million, plus 0.50% on sales over $3 million to $50 million, plus 0.25% on sales
over $50 million to $100 million, plus 0.15% on sales over $100 million. These
breakpoints are reset every 12 months for purposes of additional purchases.
Distributors and/or its affiliates provide financial support to various
Securities Dealers that sell shares of the Franklin Templeton Group of Funds.
This support is based primarily on the amount of sales of fund shares. The
amount of support may be affected by: total sales; net sales; levels of
redemptions; the proportion of a Securities Dealer's sales and marketing efforts
in the Franklin Templeton Group of Funds; a Securities Dealer's support of, and
participation in, Distributors' marketing programs; a Securities Dealer's
compensation programs for its registered representatives; and the extent of a
Securities Dealer's marketing programs relating to the Franklin Templeton Group
of Funds. Financial support to Securities Dealers may be made by payments from
Distributors' resources, from Distributors' retention of underwriting
concessions and, in the case of funds that have Rule 12b-1 plans, from payments
to Distributors under such plans. In addition, certain Securities Dealers may
receive brokerage commissions generated by fund portfolio transactions in
accordance with the NASD's rules.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin Templeton
Funds and are afforded the opportunity to speak with portfolio managers.
Invitation to these meetings is not conditioned on selling a specific number of
shares. Those who have shown an interest in the Franklin Templeton Funds,
however, are more likely to be considered. To the extent permitted by their
firm's policies and procedures, registered representatives' expenses in
attending these meetings may be covered by Distributors.
Letter of Intent. You may qualify for a reduced sales charge when you buy Class
I shares, as described in the Prospectus. At any time within 90 days after the
first investment that you want to qualify for a reduced sales charge, you may
file with the fund a signed shareholder application with the Letter of Intent
section completed. After the Letter is filed, each additional investment will be
entitled to the sales charge applicable to the level of investment indicated on
the Letter. Sales charge reductions based on purchases in more than one Franklin
Templeton Fund will be effective only after notification to Distributors that
the investment qualifies for a discount. Your holdings in the Franklin Templeton
Funds acquired more than 90 days before the Letter is filed will be counted
towards completion of the Letter, but they will not be entitled to a retroactive
downward adjustment in the sales charge. Any redemptions you make 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 on the amount actually purchased (less
redemptions) during the period. If you execute a Letter before a change in the
sales charge structure of the fund, you may complete the Letter at the lower of
the new sales charge structure or the sales charge structure in effect at the
time the Letter was filed.
As mentioned in the Prospectus, five percent (5%) of the amount of the total
intended purchase will be reserved in Class I shares of the fund registered in
your name until you fulfill the Letter. If the amount of your total purchases,
less redemptions, equals the amount specified under the Letter, the reserved
shares will be deposited to an account in your name or delivered to you or as
you direct. If the amount of your total purchases, less redemptions, exceeds the
amount specified under the Letter and is an amount that would qualify for a
further quantity discount, a retroactive price adjustment will be made by
Distributors and the Securities 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 amount of your total purchases, less
redemptions, is less than the amount specified under the Letter, you 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 that would have applied to
the aggregate purchases if the total of the purchases had been made at a single
time. Upon remittance, the reserved shares held for your account will be
deposited to an account in your name or delivered to you or as you direct. If
within 20 days after written request the difference in sales charge is not paid,
the redemption of an appropriate number of reserved shares to realize the
difference will be made. In the event of a total redemption of the account
before fulfillment of the Letter, the additional sales charge due will be
deducted from the proceeds of the redemption, and the balance will be forwarded
to you.
ADDITIONAL INFORMATION ON EXCHANGING SHARES
If you request the exchange of the total value of your account, accrued but
unpaid income dividends and capital gain distributions will be reinvested in the
fund at the Net Asset Value on the date of the exchange, and then the entire
share balance will be exchanged into the new fund. Backup withholding and
information reporting may apply. Information regarding the possible tax
consequences of an exchange is included in the tax section in this SAI and in
the Prospectus.
If a substantial number of shareholders should, within a short period, sell
their shares of the fund under the exchange privilege, the fund might have to
sell portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the exchange
privilege may result in periodic large inflows of money. If this occurs, it is
each fund's general policy to initially invest this money in short-term,
tax-exempt municipal securities, unless it is believed that attractive
investment opportunities consistent with the fund's investment goals exist
immediately. This money will then be withdrawn from the short-term, tax-exempt
municipal securities and invested in portfolio securities in as orderly a manner
as is possible when attractive investment opportunities arise.
The proceeds from the sale of shares of an investment company are generally not
available until the seventh day following the sale. The funds you are seeking to
exchange into may delay issuing shares pursuant to an exchange until that
seventh day. The sale of fund shares to complete an exchange will be effected at
Net Asset Value at the close of business on the day the request for exchange is
received in proper form. Please see "May I Exchange Shares for Shares of Another
Fund?" in the Prospectus.
ADDITIONAL INFORMATION ON SELLING SHARES
Systematic Withdrawal Plan. There are no service charges for establishing or
maintaining a systematic withdrawal plan. Payments under the plan will be made
from the redemption of an equivalent amount of shares in your account, generally
on the 25th day of the month in which a payment is scheduled. If the 25th falls
on a weekend or holiday, we will process the redemption on the next business
day.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust the
shares in your account if payments exceed distributions received from the fund.
This is especially likely to occur if there is a market decline. If a withdrawal
amount exceeds the value of your account, your account will be closed and the
remaining balance in your account will be sent to you. Because the amount
withdrawn under the plan may be more than your actual yield or income, part of
the payment may be a return of your investment.
The fund may discontinue a systematic withdrawal plan by notifying you in
writing and will automatically discontinue a systematic withdrawal plan if all
shares in your account are withdrawn or if the fund receives notification of the
shareholder's death or incapacity.
Through Your Securities Dealer. If you sell shares through your Securities
Dealer, it is your dealer's responsibility to transmit the order to the fund in
a timely fashion. Any loss to you resulting from your dealer's failure to do so
must be settled between you and your Securities Dealer.
Redemptions in Kind. Each fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the value
of the fund's net assets at the beginning of the 90-day period. This commitment
is irrevocable without the prior approval of the SEC. In the case of redemption
requests in excess of these amounts, the Board reserves the right to make
payments in whole or in part in securities or other assets of the fund, in case
of an emergency, or if the payment of such a redemption in cash would be
detrimental to the existing shareholders of the fund. In these circumstances,
the securities distributed would be valued at the price used to compute the
fund's net assets and you may incur brokerage fees in converting the securities
to cash. The funds do not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
GENERAL INFORMATION
If dividend checks are returned to the funds marked "unable to forward" by the
postal service, we will consider this a request by you to change your dividend
option to reinvest all distributions. The proceeds will be reinvested in
additional shares at Net Asset Value until we receive new instructions.
Distribution or redemption checks sent to you do not earn interest or any other
income during the time the checks remain uncashed. Neither the funds nor their
affiliates will be liable for any loss caused by your failure to cash such
checks. The funds are not responsible for tracking down uncashed checks, unless
a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to find
you from your account. These costs may include a percentage of the account when
a search company charges a percentage fee in exchange for its location services.
All checks, drafts, wires and other payment mediums used to buy or sell shares
of a fund must be denominated in U.S. dollars. We may, in our sole discretion,
either (a) reject any order to buy or sell shares denominated in any other
currency or (b) honor the transaction or make adjustments to your account for
the transaction as of a date and with a foreign currency exchange factor
determined by the drawee bank.
Special Services. Investor Services may pay certain financial institutions that
maintain omnibus accounts with the funds on behalf of numerous beneficial owners
for recordkeeping operations performed with respect to such owners. For each
beneficial owner in the omnibus account, a fund may reimburse Investor Services
an amount not to exceed the per account fee that the fund normally pays Investor
Services. These financial institutions may also charge a fee for their services
directly to their clients.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
HOW ARE FUND SHARES VALUED?
We calculate the Net Asset Value per share as of the close of the NYSE, normally
1:00 p.m. Pacific time, each day that the NYSE is open for trading. As of the
date of this SAI, the funds are informed that the NYSE observes the following
holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
For the purpose of determining the aggregate net assets of each fund, cash and
receivables are valued at their realizable amounts. Interest is recorded as
accrued. Over-the-counter portfolio securities are valued within the range of
the most recent quoted bid and ask prices. Portfolio securities that are traded
both in the over-the-counter market and on a stock exchange are valued according
to the broadest and most representative market as determined by the Manager.
Municipal securities generally trade in the over-the-counter market rather than
on a securities exchange. In the absence of a sale or reported bid and ask
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 municipal
securities. Generally, trading in U.S. government securities and money market
instruments is substantially completed each day at various times before the
close of the NYSE. The value of these securities used in computing the Net Asset
Value of each class is determined as of such times. Occasionally, events
affecting the values of these securities may occur between the times at which
they are determined and the close of the NYSE that will not be reflected in the
computation of the Net Asset Value. If events materially affecting the values of
these securities occur during this period, the securities will be valued at
their fair value as determined in good faith by the Board.
Other securities for which market quotations are readily available are valued at
the current market price, which may be obtained from a pricing service, based on
a variety of factors including recent trades, institutional size trading in
similar types of securities (considering yield, risk and maturity) and/or
developments related to specific issues. Securities and other assets for which
market prices are not readily available are valued at fair value as determined
following procedures approved by the Board. With the approval of the Board, the
funds may use a pricing service, bank or Securities Dealer to perform any of the
above described functions.
ADDITIONAL INFORMATION ON
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS
Distributions of Net Investment Income. By meeting certain requirements of the
Code, each fund has qualified and continues to qualify to pay "exempt-interest
dividends" to shareholders. These dividends are derived from interest income
exempt from regular federal income tax, and are not subject to regular federal
income tax when they are distributed. In addition, to the extent that
exempt-interest dividends are derived from interest on obligations of a state or
its political subdivisions, or from interest on qualifying U.S. territorial
obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands or Guam), they will also be exempt from that state's personal income
taxes. A state generally does not grant tax-free treatment to interest on state
and municipal securities of other states.
At the end of each calendar year, each fund in which you are a shareholder will
provide you with the percentage of any dividends paid that may qualify for
tax-free treatment on your personal income tax return. You should consult with
your personal tax advisor to determine the application of your state and local
laws to these distributions. Corporate shareholders should consult with their
corporate tax advisors about whether any of their distributions may be exempt
from corporate income or franchise taxes. For more information, please see
"Appendices - State Tax Treatment."
A fund may earn taxable income on any temporary investments, on the discount
from stripped obligations or their coupons, on income from securities loans or
other taxable transactions, on the excess of short-term capital gains over
long-term capital losses earned by the fund ("net short-term capital gain"), or
on ordinary income derived from the sale of market discount bonds. Any
distributions by a fund from such income will be taxable to you as ordinary
income, whether you take them in cash or additional shares.
From time to time, a fund may buy a tax-exempt bond in the secondary market for
a price that is less than the principal amount of the bond. This discount is
called market discount if it exceeds a de minimis amount of discount under the
Code. For market discount bonds purchased after April 30, 1993, a portion of the
gain on sale or disposition (not to exceed the accrued portion of market
discount at the time of the sale) is treated as ordinary income rather than
capital gain. Any distribution by a fund of market discount income will be
taxable as ordinary income to you. A fund may elect in any fiscal year not to
distribute to you its taxable ordinary income and to pay a federal income or
excise tax on this income at the fund level. In any case, the amount of market
discount, if any, is expected to be small.
Distributions of Capital Gains. A fund may derive capital gains and losses in
connection with sales or other dispositions of its portfolio securities.
Distributions derived from the excess of net short-term capital gain over net
long-term capital loss will be taxable to you as ordinary income. Distributions
paid from long-term capital gains realized by a fund will be taxable to you as
long-term capital gain, regardless of how long you have held your shares in the
fund. Any net short-term or long-term capital gains realized by a fund (net of
any capital loss carryovers) generally will be distributed once each year, and
may be distributed more frequently, if necessary, in order to reduce or
eliminate federal excise or income taxes on the fund.
Under the Taxpayer Relief Act of 1997 (the "1997 Act"), a fund is required to
report the capital gain distributions paid to you from gains realized on the
sale of portfolio securities using the following categories:
"28% rate gains": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than one year but not more than 18 months, and
securities sold by a fund before May 7, 1997 that were held for more than one
year. These gains will be taxable to individual investors at a maximum rate of
28%.
"20% rate gains": gains resulting from securities sold by a fund after July 28,
1997 that were held for more than 18 months, and under a transitional rule,
securities sold by a fund between May 7 and July 28, 1997 (inclusive) that were
held for more than one year. These gains will be taxable to individual investors
at a maximum rate of 20% for individual investors in the 28% or higher federal
income tax brackets, and at a maximum rate of 10% for investors in the 15%
federal income tax bracket.
The 1997 Act also provides for a new maximum rate of tax on capital gains of 18%
for individuals in the 28% or higher federal income tax brackets and 8% for
individuals in the 15% federal income tax bracket for "qualified 5-year gains."
For individuals in the 15% bracket, qualified 5-year gains are net gains on
securities held for more than five years that are sold after December 31, 2000.
For individuals who are subject to tax at higher rates, qualified 5-year gains
are net gains on securities that are purchased after December 31, 2000 and are
held for more than five years. Taxpayers subject to tax at the higher rates may
also make an election for shares held on January 1, 2001 to recognize gain on
their shares in order to qualify such shares as qualified 5-year property.
Each fund in which you are a shareholder will advise you at the end of each
calendar year of the amount of its capital gain distributions paid during the
calendar year that qualify for these maximum federal tax rates. Additional
information on reporting these distributions on your personal income tax returns
is available in Franklin Templeton's Tax Information Handbook. This handbook has
been revised to include 1997 Act tax law changes. Please call Fund Information
to request a copy. Questions about your personal tax reporting should be
addressed to your personal tax advisor.
Certain Distributions Paid in January. Distributions of taxable income, if any,
which are declared in October, November or December to shareholders of record in
such month, and paid to you in January of the following year, will be treated
for tax purposes as if they had been received by you on December 31 of the year
in which they were declared. A fund will report this income to you on your Form
1099-DIV for the year in which these distributions were declared. You will
receive a Form 1099-DIV only for calendar years in which a fund has made a
distribution to you of taxable ordinary income or capital gain.
Information on the Tax Character of Distributions. Each fund in which you are a
shareholder will inform you of the amount and character of your distributions at
the time they are paid, and will shortly after the close of each calendar year
advise you of the tax status for federal income tax purposes of such
distributions, including the portion of the distributions that on average
comprise taxable income or interest income that is a tax preference item under
the alternative minimum tax. If you have not held fund shares for a full year,
you may have designated as taxable, tax-exempt or as a tax preference a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the fund.
TAXES
Election to be Taxed as a Regulated Investment Company. Each fund has elected to
be treated as a regulated investment company under Subchapter M of the Code, has
qualified as such for its most recent fiscal year, and intends to so qualify
during the current fiscal year. The Board reserves the right not to maintain the
qualification of a fund as a regulated investment company if it determines such
course of action to be beneficial to shareholders. In such case, the fund will
be subject to federal, and possibly state, corporate taxes on its taxable income
and gains, and distributions to you will be taxed as ordinary dividend income to
the extent of the fund's available earnings and profits.
In order to qualify as a regulated investment company for tax purposes, each
fund must meet certain specific requirements, including:
o The fund must maintain a diversified portfolio of securities, wherein no
security (other than U.S. government securities and securities of other
regulated investment companies) can exceed 25% of the fund's total assets,
and, with respect to 50% of a fund's total assets, no investment (other
than cash and cash items, U.S. government securities and securities of
other regulated investment companies) can exceed 5% of the fund's total
assets;
o The fund must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the
sale or disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies; and
o The fund must distribute to its shareholders at least 90% of its net
investment income and net tax-exempt income for each of its fiscal years.
Excise Tax Distribution Requirements. The Code requires a fund to distribute at
least 98% of its taxable ordinary income earned during the calendar year and 98%
of its capital gain net income earned during the twelve month period ending
October 31 (in addition to undistributed amounts from the prior year) to you by
December 31 of each year in order to avoid federal excise taxes. Each fund
intends to declare and pay sufficient dividends in December (or in January that
are treated by you as received in December) but does not guarantee and can give
no assurances that its distributions will be sufficient to eliminate all such
taxes.
Redemption of Fund Shares. Redemptions and exchanges of fund shares are taxable
transactions for federal and state income tax purposes. The tax law requires
that you recognize a gain or loss in an amount equal to the difference between
your tax basis and the amount you received in exchange for your shares, subject
to the rules described below. If you hold your shares as a capital asset, the
gain or loss that you realize will be capital gain or loss, and will be
long-term for federal income tax purposes if you have held your shares for more
than one year at the time of redemption or exchange. Any loss incurred on the
redemption or exchange of shares held for six months or less will be disallowed
to the extent of any exempt-interest dividends distributed to you with respect
to your shares in a fund and any remaining loss will be treated as a long-term
capital loss to the extent of any long-term capital gains distributed to you by
a fund on those shares. The holding periods and categories of capital gain that
apply under the 1997 Act are described above in the "Distributions" section.
All or a portion of any loss that you realize upon the redemption of your fund
shares will be disallowed to the extent that you buy other shares in the fund
(through reinvestment of dividends or otherwise) within 30 days before or after
your share redemption. Any loss disallowed under these rules will be added to
your tax basis in the new shares you buy.
Deferral of Basis. All or a portion of the sales charge that you paid for your
shares in a fund will be excluded from your tax basis in any of the shares sold
within 90 days of their purchase (for the purpose of determining gain or loss
upon the sale of such shares) if you reinvest the sales proceeds in the fund or
in another of the Franklin Templeton Funds, and the sales charge that would
otherwise apply to your reinvestment is reduced or eliminated. The portion of
the sales charge excluded from your tax basis in the shares sold will equal the
amount that the sales charge is reduced on your reinvestment. Any portion of the
sales charge excluded from your tax basis in the shares sold will be added to
the tax basis of the shares you acquire from your reinvestment.
Dividends-Received Deduction for Corporations. Because each fund's income is
derived primarily from interest rather than dividends, no portion of its
distributions will generally be eligible for the corporate dividends-received
deduction. None of the dividends paid by the funds for the most recent fiscal
year qualified for such deduction, and it is anticipated that none of the
current year's dividends will so qualify.
Treatment of Private Activity Bond Interest. The interest on bonds issued to
finance essential state and local government operations is generally tax-exempt,
and distributions paid from this interest income will generally qualify as an
exempt-interest dividend. Interest on certain non-essential or "private activity
bonds" (including those for housing and student loans) issued after August 7,
1986, while still exempt from regular federal income tax, is a preference item
for taxpayers in determining their alternative minimum tax under the Code and
under the income tax provisions of several states. Private activity bond
interest could subject you to or increase your liability under federal and state
alternative minimum taxes, depending on your individual or corporate tax
position.
Consistent with each fund's investment goals, each fund may acquire such private
activity bonds if, in the Manager's opinion, such bonds represent the most
attractive investment opportunity then available to the fund. Persons who are
defined in the Code as "substantial users" (or persons related to such users) of
facilities financed by private activity bonds should consult with their tax
advisors before buying shares in the fund.
The Code also imposes certain limitations and restrictions on the use of
tax-exempt bond financing for non-governmental business activities, such as on
activities financed by certain industrial development or private activity bonds.
Some of these bonds, including bonds for sports arenas, parking facilities, and
pollution control facilities, are generally not tax-exempt because they
generally do not pay tax-exempt interest.
Investments in Original Issue Discount (OID) and Market Discount Bonds. To the
extent a fund invests in zero coupon bonds, bonds issued or acquired at a
discount, delayed interest bonds, or bonds that provide for payment of
interest-in-kind (PIK), the fund may have to recognize income and make
distributions to you before its receipt of cash payments. Zero coupon and
delayed interest bonds are normally issued at a discount and are therefore
generally subject to tax reporting as OID obligations. A fund is required to
accrue as income a portion of the discount at which these securities were
issued, and to distribute such income each year (as ordinary dividends) in order
to maintain its qualification as a regulated investment company and to avoid
income reporting and excise taxes at the fund level. PIK bonds are subject to
similar tax rules concerning the amount, character and timing of income required
to be accrued by a fund. Bonds acquired in the secondary market for a price less
than their stated redemption price, or revised issue price in the case of a bond
having OID, are said to have been acquired with market discount. For these
bonds, a fund may elect to accrue market discount on a current basis, in which
case the fund will be required to distribute any such accrued discount. If a
fund does not elect to accrue market discount into income currently, gain
recognized on sale will be recharacterized as ordinary income instead of capital
gain to the extent of any accumulated market discount on the obligation.
Defaulted Obligations. A fund may be required to accrue income on defaulted
obligations and to distribute such income to you even though it is not currently
receiving interest or principal payments on such obligations. In order to
generate cash to satisfy these distribution requirements, a fund may be required
to dispose of portfolio securities that it otherwise would have continued to
hold or to use cash flows from other sources such as the sale of fund shares.
THE FUNDS' UNDERWRITER
Pursuant to an underwriting agreement, Distributors acts as principal
underwriter in a continuous public offering of each fund's shares. The
underwriting agreement will continue in effect for successive annual periods if
its continuance is specifically approved at least annually by a vote of the
Board or by a vote of the holders of a majority of the fund's outstanding voting
securities, and in either event by a majority vote of the Board members who are
not parties to the underwriting agreement or interested persons of any such
party (other than as members of the Board), cast in person at a meeting called
for that purpose. The underwriting agreement terminates automatically in the
event of its assignment and may be terminated by either party on 90 days'
written notice.
Distributors pays the expenses of the distribution of fund shares, including
advertising expenses and the costs of printing sales material and prospectuses
used to offer shares to the public. Each fund pays the expenses of preparing and
printing amendments to its registration statements and prospectuses (other than
those necessitated by the activities of Distributors) and of sending
prospectuses to existing shareholders.
The table below shows the aggregate underwriting commissions received by
Distributors in connection with the offering of each fund's shares, the net
underwriting discounts and commissions retained by Distributors after allowances
to dealers, and the amounts received by Distributors in connection with
redemptions or repurchases of shares for the fiscal years ended February 28,
1998, February 28, 1997 and February 29, 1996.
AMOUNT
RECEIVED IN
CONNECTION
TOTAL AMOUNT WITH
COMMISSIONS RETAINED BY REDEMPTIONS OR
RECEIVED DISTRIBUTORS REPURCHASES
- --------------------------------------------------------------------------------
1998
Arizona Fund $ 2,894,958 $ 189,181 $ 5,073
Colorado Fund 1,099,794 68,871 2,658
Connecticut Fund 1,038,873 64,019 2,066
Federal Intermediate Fund 346,839 47,207 --
High Yield Fund 27,355,789 1,661,281 114,622
Indiana Fund 188,219 12,470 --
Michigan Fund 112,690 7,243 --
New Jersey Fund 2,514,214 152,637 10,997
Oregon Fund 1,645,005 106,236 4,656
Pennsylvania Fund 3,017,041 187,577 5,534
Puerto Rico Fund 748,531 49,128 1,587
1997
Arizona Fund $ 2,438,719 $ 159,341 $ 2,749
Colorado Fund 838,759 52,237 6,126
Connecticut Fund 958,649 60,427 711
Federal Intermediate Fund 301,298 40,297 --
High Yield Fund 26,688,526 1,654,304 52,856
Indiana Fund 200,618 13,121 --
Michigan Fund* 43,942 2,585 --
New Jersey Fund 2,075,332 131,524 4,080
Oregon Fund 1,398,757 89,649 2,950
Pennsylvania Fund 2,594,028 155,077 31,296
Puerto Rico Fund 621,195 39,228 2,964
1996
Arizona Fund $ 2,315,362 $ 152,141 $ 812
Colorado Fund 932,916 61,815 436
Connecticut Fund 727,487 45,602 298
Federal Intermediate Fund 235,212 33,015 3,334
High Yield Fund 19,134,519 1,206,920 23,071
Indiana Fund 156,127 9,719 --
New Jersey Fund 2,192,091 134,915 1,903
Oregon Fund 1,246,121 78,977 1,888
Pennsylvania Fund 2,610,881 163,405 13,128
Puerto Rico Fund 757,696 49,098 --
*For the period July 1, 1996 to February 28, 1997.
Distributors may be entitled to reimbursement under the Rule 12b-1 plan for each
class, as discussed below. Except as noted, Distributors received no other
compensation from the funds for acting as underwriter.
THE RULE 12B-1 PLANS
Each fund and class have separate distribution plans or "Rule 12b-1 plans" that
were adopted pursuant to Rule 12b-1 of the 1940 Act.
Michigan Plan. Under its plan, the Michigan Fund may pay up to a maximum of
0.15% per year of its average daily net assets, payable quarterly, for expenses
incurred in the promotion and distribution of its shares, although the fund is
currently only reimbursing up to 0.10%.
The Class I Plans. Under the Class I plan of each fund except the Michigan Fund,
each fund may pay up to a maximum of 0.10% per year of Class I's average daily
net assets, payable quarterly, for expenses incurred in the promotion and
distribution of Class I shares.
In implementing the Class I plan of each fund except the Federal Intermediate
and Michigan funds, the Board has determined that the annual fees payable under
each plan will be equal to the sum of: (i) the amount obtained by multiplying
0.10% by the average daily net assets represented by Class I shares of the fund
that were acquired by investors on or after May 1, 1994, the effective date of
the plan ("New Assets"), and (ii) the amount obtained by multiplying 0.05% by
the average daily net assets represented by Class I shares of the fund that were
acquired before May 1, 1994 ("Old Assets"). These fees will be paid to the
current Securities Dealer of record on the account. In addition, until such time
as the maximum payment of 0.10% is reached on a yearly basis, up to an
additional 0.02% will be paid to Distributors under the plan. When the fund
reaches $4 billion in assets, the amount to be paid to Distributors will be
reduced from 0.02% to 0.01%. The payments made to Distributors will be used by
Distributors to defray other marketing expenses that have been incurred in
accordance with the plan, such as advertising.
The fee is a Class I expense. This means that all Class I shareholders,
regardless of when they purchased their shares, will bear Rule 12b-1 expenses at
the same rate. The initial rate for each fund except the Federal Intermediate
and Michigan funds will be at least 0.07% (0.05% plus 0.02%) of the average
daily net assets of Class I and, as Class I shares are sold on or after May 1,
1994, will increase over time. Thus, as the proportion of Class I shares
purchased on or after May 1, 1994, increases in relation to outstanding Class I
shares, the expenses attributable to payments under the plan will also increase
(but will not exceed 0.10% of average daily net assets). While this is the
currently anticipated calculation for fees payable under the Class I plans, each
plan permits the Board to allow the fund to pay a full 0.10% on all assets at
any time. The approval of the Board would be required to change the calculation
of the payments to be made under the Class I plans.
The Class I plans do not permit unreimbursed expenses incurred in a particular
year to be carried over to or reimbursed in later years.
The Class II Plans. Under the Class II plans, each fund pays Distributors up to
0.50% per year of Class II's average daily net assets, payable quarterly, for
distribution and related expenses. These fees may be used to compensate
Distributors or others for providing distribution and related services and
bearing certain Class II expenses. All distribution expenses over this amount
will be borne by those who have incurred them without reimbursement by the fund.
Under the Class II plans, each fund also pays an additional 0.15% per year of
Class II's average daily net assets, payable quarterly, as a servicing fee.
All Plans. In addition to the payments that Distributors or others are entitled
to under each plan, each plan also provides that to the extent the fund, the
Manager or Distributors or other parties on behalf of the fund, the Manager or
Distributors make payments that are deemed to be for the financing of any
activity primarily intended to result in the sale of shares of each class within
the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed
to have been made pursuant to the plan. The terms and provisions of each plan
relating to required reports, term, and approval are consistent with Rule 12b-1.
In no event shall the aggregate asset-based sales charges, which include
payments made under each plan, plus any other payments deemed to be made
pursuant to a plan, exceed the amount permitted to be paid under the rules of
the NASD.
To the extent fees are for distribution or marketing functions, as distinguished
from administrative servicing or agency transactions, certain banks will not be
entitled to participate in the plans as a result of applicable federal law
prohibiting certain banks from engaging in the distribution of mutual fund
shares. These banking institutions, however, are permitted to receive fees under
the plans for administrative servicing or for agency transactions. If you are a
customer of a bank that is prohibited from providing these services, you would
be permitted to remain a shareholder of the fund, and alternate means for
continuing the servicing would be sought. In this event, changes in the services
provided might occur and you might no longer be able to avail yourself of any
automatic investment or other services then being provided by the bank. It is
not expected that you would suffer any adverse financial consequences as a
result of any of these changes.
Each plan has been approved in accordance with the provisions of Rule 12b-1. The
plans are renewable annually by a vote of the Board, including a majority vote
of the Board members who are not interested persons of the fund and who have no
direct or indirect financial interest in the operation of the plans, cast in
person at a meeting called for that purpose. It is also required that the
selection and nomination of such Board members be done by the non-interested
members of the Board. The plans and any related agreement may be terminated at
any time, without penalty, by vote of a majority of the non-interested Board
members on not more than 60 days' written notice, by Distributors on not more
than 60 days' written notice, by any act that constitutes an assignment of the
management agreement with the Manager or by vote of a majority of the
outstanding shares of the class. The Federal Intermediate plan may also be
terminated by any act that constitutes an assignment of the underwriting
agreement with Distributors. Distributors or any dealer or other firm may also
terminate their respective distribution or service agreement at any time upon
written notice.
The plans and any related agreements may not be amended to increase materially
the amount to be spent for distribution expenses without approval by a majority
of the outstanding shares of the class, and all material amendments to the plans
or any related agreements shall be approved by a vote of the non-interested
members of the Board, cast in person at a meeting called for the purpose of
voting on any such amendment.
Distributors is required to report in writing to the Board at least quarterly on
the amounts and purpose of any payment made under the plans and any related
agreements, as well as to furnish the Board with such other information as may
reasonably be requested in order to enable the Board to make an informed
determination of whether the plans should be continued.
For the fiscal year ended February 28, 1998, Distributors' eligible expenditures
for advertising, printing, and payments to underwriters and broker-dealers
pursuant to the plans and the amounts the fund paid Distributors under the plans
were as follows:
<TABLE>
<CAPTION>
CLASS I CLASS II
----------------------------------------------------
DISTRIBUTORS' DISTRIBUTORS'
ELIGIBLE AMOUNT PAID ELIGIBLE AMOUNT PAID
EXPENSES BY FUND EXPENSES BY FUND
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arizona Fund $ 715,371 $ 658,644 $ 122,986 $ 54,771
Colorado Fund 273,472 218,858 84,497 49,748
Connecticut Fund 215,957 175,352 71,800 37,477
Federal Intermediate Fund 186,044 114,604 -- --
High Yield Fund 5,582,178 3,995,368 3,232,956 1,824,447
Indiana Fund 80,271 45,242 -- --
Michigan Fund 26,130 6,487 -- --
New Jersey Fund 603,145 522,659 234,553 127,453
Oregon Fund 393,877 346,535 85,878 66,864
Pennsylvania Fund 662,808 590,152 199,460 111,140
Puerto Rico Fund 191,483 168,508 31,111 15,262
</TABLE>
HOW DO THE FUNDS MEASURE PERFORMANCE?
Performance quotations are subject to SEC rules. These rules require the use of
standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by a fund be accompanied by
certain standardized performance information computed as required by the SEC.
Average annual total return and current yield quotations used by the funds are
based on the standardized methods of computing performance mandated by the SEC.
If a Rule 12b-1 plan is adopted, performance figures reflect fees from the date
of the plan's implementation. An explanation of these and other methods used by
the funds to compute or express performance follows. Regardless of the method
used, past performance does not guarantee future results, and is an indication
of the return to shareholders only for the limited historical period used.
TOTAL RETURN
Average Annual Total Return. Average annual total return is determined by
finding the average annual rates of return over the periods indicated below that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes the maximum front-end sales charge is deducted
from the initial $1,000 purchase, and income dividends and capital gain
distributions are reinvested at Net Asset Value. The quotation assumes the
account was completely redeemed at the end of each period and the deduction of
all applicable charges and fees. If a change is made to the sales charge
structure, historical performance information will be restated to reflect the
maximum front-end sales charge currently in effect.
The average annual total return for each class for the indicated periods ended
February 28, 1998, was as follows:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
--------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arizona Fund - Class I 09/01/87 3.62% 5.14% 7.29% 7.43%
Arizona Fund - Class II 05/01/95 5.64 -- -- 6.71
Colorado Fund - Class I 09/01/87 4.28 5.46 7.68 7.76
Colorado Fund - Class II 05/01/95 6.31 -- -- 7.29
Connecticut Fund - Class I 10/03/88 4.06 5.01 -- 6.80
Connecticut Fund - Class II 05/01/95 6.03 -- -- 6.84
Federal Intermediate Fund 09/23/92 5.62 6.08 -- 6.78
High Yield Fund - Class I 03/18/86 5.92 7.00 8.55 8.37
High Yield Fund - Class II 05/01/95 8.09 -- -- 8.68
Indiana Fund 09/01/87 3.94 5.22 7.60 7.79
Michigan Fund 07/01/96 6.90 -- -- 7.83
New Jersey Fund - Class I 05/12/88 3.73 4.96 -- 7.61
New Jersey Fund - Class II 05/01/95 5.77 -- -- 6.81
Oregon Fund - Class I 09/01/87 3.64 4.90 7.11 7.09
Oregon Fund - Class II 05/01/95 5.57 -- -- 6.71
Pennsylvania Fund - Class I 12/01/86 4.29 5.45 7.58 6.91
Pennsylvania Fund - Class II 05/01/95 6.23 -- -- 7.02
Puerto Rico Fund - Class I 04/03/85 4.17 5.31 7.28 7.67
Puerto Rico Fund - Class II 05/01/95 5.97 -- -- 6.88
</TABLE>
These figures were calculated according to the SEC formula:
P(1+T)n = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of each period at the end of each period
Cumulative Total Return. Like average annual total return, cumulative total
return assumes the maximum front-end sales charge is deducted from the initial
$1,000 purchase, and income dividends and capital gain distributions are
reinvested at Net Asset Value. Cumulative total return, however, is based on the
actual return for a specified period rather than on the average return over the
periods indicated above. The cumulative total return for each class for the
indicated periods ended February 28, 1998, was as follows:
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arizona Fund - Class I 09/01/87 3.62% 28.46% 102.16% 112.22%
Arizona Fund - Class II 05/01/95 5.64 -- -- 20.18
Colorado Fund - Class I 09/01/87 4.28 30.44 109.61 119.14
Colorado Fund - Class II 05/01/95 6.31 -- -- 22.04
Connecticut Fund - Class I 10/03/88 4.06 27.69 -- 85.61
Connecticut Fund - Class II 05/01/95 6.03 -- -- 20.60
Federal Intermediate Fund 09/23/92 5.62 34.31 -- 42.79
High Yield Fund - Class I 03/18/86 5.92 40.24 127.12 161.39
High Yield Fund - Class II 05/01/95 8.09 -- -- 26.57
Indiana Fund 09/01/87 3.94 28.99 108.02 119.77
Michigan Fund 07/01/96 6.90 -- -- 13.35
New Jersey Fund - Class I 05/12/88 3.73 27.41 -- 105.23
New Jersey Fund - Class II 05/01/95 5.77 -- -- 20.50
Oregon Fund - Class I 09/01/87 3.64 26.99 98.68 105.30
Oregon Fund - Class II 05/01/95 5.57 -- -- 20.19
Pennsylvania Fund - Class I 12/01/86 4.29 30.37 107.60 111.91
Pennsylvania Fund - Class II 05/01/95 6.23 -- -- 21.18
Puerto Rico Fund - Class I 04/03/85 4.17 29.50 101.97 159.49
Puerto Rico Fund - Class II 05/01/95 5.97 -- -- 20.72
</TABLE>
YIELD
Current Yield. Current yield of each class shows the income per share earned by
a fund. It is calculated by dividing the net investment income per share of each
class earned during a 30-day base period by the applicable maximum Offering
Price per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all shareholders of
the class during the base period. The yield for each class for the 30-day period
ended February 28, 1998, was as follows:
YIELD
--------------------
CLASS I CLASS II
- ----------------------------------------------------
Arizona Fund 4.02% 3.61%
Colorado Fund 4.10 3.69
Connecticut Fund 4.11 3.72
Federal Intermediate Fund 3.88 --
High Yield Fund 4.69 4.29
Indiana Fund 4.17 --
Michigan Fund 4.76 --
New Jersey Fund 4.17 3.75
Oregon Fund 4.02 3.58
Pennsylvania Fund 4.21 3.79
Puerto Rico Fund 3.92 3.49
These figures were obtained using the following SEC formula:
Yield = 2 [(a-b + 1)6 - 1]
---
cd
where:
a = interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that were
entitled to receive dividends
d = the maximum Offering Price per share on the last day of the period
Taxable-Equivalent Yield. The fund may also quote a taxable-equivalent yield for
each class that shows the before-tax yield that would have to be earned from a
taxable investment to equal the yield for the class. Taxable-equivalent yield is
computed by dividing the portion of the class' yield that is tax-exempt by one
minus the highest applicable federal or combined federal and state income tax
rate and adding the product to the portion of the class' yield that is not
tax-exempt, if any. The taxable-equivalent yield for each class for the 30-day
period ended February 28, 1998, was as follows:
TAXABLE-
EQUIVALENT YIELD
----------------
CLASS I CLASS II
- -----------------------------------------------
Arizona Fund 7.02% 6.30%
Colorado Fund 7.15 6.43
Connecticut Fund 7.13 6.45
Federal Intermediate Fund 6.42 --
High Yield Fund 7.76 7.10
Indiana Fund 7.22 --
Michigan Fund 8.24 --
New Jersey Fund 7.37 6.63
Oregon Fund 7.31 6.51
Pennsylvania Fund 7.17 6.46
Puerto Rico Fund 6.49 5.78
As of February 28, 1998, the federal and combined federal and state income tax
rates upon which the taxable-equivalent yield quotations are based were as
follows:
COMBINED RATE*
- ----------------------------------------------
Arizona Fund 42.7%
Colorado Fund 42.6
Connecticut Fund 42.3
Federal Intermediate Fund 39.6
High Yield Fund 39.6
Indiana Fund 42.3
Michigan Fund 42.3
New Jersey Fund 43.4
Oregon Fund 45.0
Pennsylvania Fund 41.3
Puerto Rico Fund 39.6
*Based on the maximum combined state and 39.6% federal tax rate.
From time to time, as any changes to the rates become effective,
taxable-equivalent yield quotations advertised by the funds will be updated to
reflect these changes. The funds expect updates may be necessary as tax rates
are changed by federal and state governments. The advantage of tax-free
investments, like the funds, will be enhanced by any tax rate increases.
Therefore, the details of specific tax increases may be used in sales material
for the funds.
CURRENT DISTRIBUTION RATE
Current yield and taxable-equivalent yield, which are calculated according to a
formula prescribed by the SEC, are not indicative of the amounts which were or
will be paid to shareholders. Amounts paid to shareholders are reflected in the
quoted current distribution rate or taxable-equivalent distribution rate. The
current distribution rate is usually computed by annualizing the dividends paid
per share by a class during a certain period and dividing that amount by the
current maximum Offering Price. The current distribution rate differs from the
current yield computation because it may include distributions to shareholders
from sources other than interest, such as short-term capital gains, and is
calculated over a different period of time. The current distribution rate for
each class for the 30-day period ended February 28, 1998, was as follows:
Current
Distribution Rate
---------------------
Class I Class II
- -----------------------------------------------------
Arizona Fund 5.02% 4.58%
Colorado Fund 4.93 4.50
Connecticut Fund 5.01 4.61
Federal Intermediate Fund 4.59 --
High Yield Fund 5.51 5.10
Indiana Fund 5.04 --
Michigan Fund 5.00 --
New Jersey Fund 5.01 4.58
Oregon Fund 5.04 4.62
Pennsylvania Fund 5.11 4.68
Puerto Rico Fund 4.94 4.52
A taxable-equivalent distribution rate shows the taxable distribution rate
equivalent to the class' current distribution rate. The advertised
taxable-equivalent distribution rate will reflect the most current federal and
state tax rates available to the fund. The taxable-equivalent distribution rate
for each class for the 30-day period ended February 28, 1998, was as follows:
TAXABLE-EQUIVALENT
DISTRIBUTION RATE
------------------
CLASS I CLASS II
- ------------------------------------------------
Arizona Fund 8.76% 8.00%
Colorado Fund 8.59 7.84
Connecticut Fund 8.69 7.99
Federal Intermediate Fund 7.60 --
High Yield Fund 9.12 8.44
Indiana Fund 8.73 --
Michigan Fund 8.66 --
New Jersey Fund 8.86 8.10
Oregon Fund 9.17 8.41
Pennsylvania Fund 8.70 7.97
Puerto Rico Fund 8.18 7.48
VOLATILITY
Occasionally statistics may be used to show a fund's volatility or risk.
Measures of volatility or risk are generally used to compare a fund's Net Asset
Value or performance to a market index. One measure of volatility is beta. Beta
is the volatility of a fund relative to the total market, as represented by an
index considered representative of the types of securities in which the fund
invests. A beta of more than 1.00 indicates volatility greater than the market
and a beta of less than 1.00 indicates volatility less than the market. Another
measure of volatility or risk is standard deviation. Standard deviation is used
to measure variability of Net Asset Value or total return around an average over
a specified period of time. The idea is that greater volatility means greater
risk undertaken in achieving performance.
OTHER PERFORMANCE QUOTATIONS
The funds may also quote the performance of shares without a sales charge. Sales
literature and advertising may quote a current distribution rate, yield,
cumulative total return, average annual total return and other measures of
performance as described elsewhere in this SAI with the substitution of Net
Asset Value for the public Offering Price.
The funds may include in their advertising or sales material information
relating to investment goals and performance results of funds belonging to the
Franklin Templeton Group of Funds. Resources is the parent company of the
advisors and underwriter of the Franklin Templeton Group of Funds.
COMPARISONS
To help you better evaluate how an investment in the funds may satisfy your
investment goal, advertisements and other materials about the funds may discuss
certain measures of fund performance as reported by various financial
publications. Materials may also compare performance (as calculated above) to
performance as reported by other investments, indices, and averages. These
comparisons may include, but are not limited to, the following examples:
a) Salomon Brothers Broad Bond Index or its component indices - measures yield,
price and total return for Treasury, agency, corporate and mortgage bonds.
b) Lehman Brothers Aggregate Bond Index or its component indices - measures
yield, price and total return for Treasury, agency, corporate, mortgage and
Yankee bonds.
c) Lehman Brothers Municipal Bond Index or its component indices - measures
yield, price and total return for the municipal bond market.
d) Bond Buyer 20 Index - an index of municipal bond yields based upon yields of
20 general obligation bonds maturing in 20 years.
e) Bond Buyer 40 Index - an index composed of the yield to maturity of 40 bonds.
The index attempts to track the new-issue market as closely as possible, so it
changes bonds twice a month, adding all new bonds that meet certain requirements
and deleting an equivalent number according to their secondary market trading
activity. As a result, the average par call date, average maturity date, and
average coupon rate can and have changed over time. The average maturity
generally has been about 29-30 years.
f) Financial publications: The Wall Street Journal, and Business Week, Financial
World, Forbes, Fortune, and Money magazines - provide performance statistics
over specified time periods.
g) Salomon Brothers Composite High Yield Index or its component indices -
measures yield, price and total return for the Long-Term High-Yield Index,
Intermediate-Term High-Yield Index, and Long-Term Utility High-Yield Index.
h) Historical data supplied by the research departments of CS First Boston
Corporation, the J. P. Morgan companies, Salomon Brothers, Merrill Lynch, Lehman
Brothers and Bloomberg L.P.
i) Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect Morningstar's
assessment of the historical risk-adjusted performance of a fund over specified
time periods relative to other funds within its category.
j) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income Fund
Performance Analysis - measure total return and average current yield for the
mutual fund industry and rank individual mutual fund performance over specified
time periods, assuming reinvestment of all distributions, exclusive of any
applicable sales charges.
k) Savings and Loan Historical Interest Rates - as published in the U.S. Savings
& Loan League Fact Book.
l) Consumer Price Index (or Cost of Living Index), published by the U.S. Bureau
of Labor Statistics - a statistical measure of change, over time, in the price
of goods and services in major expenditure groups.
m) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of return
(average annual compounded growth rate) over specified time periods for the
mutual fund industry.
n) Standard & Poor's Bond Indices - measure yield and price of corporate,
municipal, and government bonds.
From time to time, advertisements or information for the funds may include a
discussion of certain attributes or benefits to be derived from an investment in
the funds. The advertisements or information may include symbols, headlines, or
other material that highlights or summarizes the information discussed in more
detail in the communication.
Advertisements or sales material issued by the funds may also discuss or be
based upon information in a recent issue of the Special Report on Tax Freedom
Day published by the Tax Foundation, a Washington, D.C. based nonprofit research
and public education organization. The report illustrates, among other things,
the annual amount of time the average taxpayer works to satisfy his or her tax
obligations to the federal, state and local taxing authorities.
Advertisements or information may also compare a fund's performance to the
return on CDs or other investments. You should be aware, however, that an
investment in a fund involves the risk of fluctuation of principal value, a risk
generally not present in an investment in a CD issued by a bank. For example, as
the general level of interest rates rise, the value of a fund's fixed-income
investments, as well as the value of its shares that are based upon the value of
such portfolio investments, can be expected to decrease. Conversely, when
interest rates decrease, the value of a fund's shares can be expected to
increase. CDs are frequently insured by an agency of the U.S. government. An
investment in a fund is not insured by any federal, state or private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to the funds' portfolios, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not be
identical to the formula used by the funds to calculate their figures. In
addition, there can be no assurance that the funds will continue their
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The funds may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis in order to have
a projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by the
College Board.) The Franklin Retirement Planning Guide leads you through the
steps to start a retirement savings program. Of course, an investment in a fund
cannot guarantee that these goals will be met.
Each fund is a member of the Franklin Templeton Group of Funds, one of the
largest mutual fund organizations in the U.S., and may be considered in a
program for diversification of assets. Founded in 1947, Franklin, one of the
oldest mutual fund organizations, has managed mutual funds for over 50 years and
now services more than 3 million shareholder accounts. In 1992, Franklin, a
leader in managing fixed-income mutual funds and an innovator in creating
domestic equity funds, joined forces with Templeton, a pioneer in international
investing. The Mutual Series team, known for its value-driven approach to
domestic equity investing, became part of the organization four years later.
Together, the Franklin Templeton Group has over $243 billion in assets under
management for more than 6 million U.S. based mutual fund shareholder and other
accounts. The Franklin Templeton Group of Funds offers 119 U.S. based open-end
investment companies to the public. Each fund may identify itself by its NASDAQ
symbol or CUSIP number.
Franklin is a leader in the tax-free mutual fund industry and manages more than
$48 billion in municipal bond assets for over three quarters of a million
investors. According to Research and Ratings Review, Franklin had one of the
largest staffs of municipal securities analysts in the industry, as of March 31,
1997.
Under current tax laws, municipal securities remain one of the few investments
offering the potential for tax-free income. In 1998, taxes could cost almost $47
on every $100 earned from a fully taxable investment (based on the maximum
combined 39.6% federal tax rate and the highest state tax rate of 12% for 1998).
Franklin tax-free funds, however, offer tax relief through a professionally
managed portfolio of tax-free securities selected based on their yield, quality
and maturity. An investment in a Franklin tax-free fund can provide you with the
potential to earn income free of federal taxes and, depending on the fund, state
and local taxes as well, while supporting state and local public projects.
Franklin tax-free funds may also provide tax-free compounding, when dividends
are reinvested. An investment in Franklin's tax-free funds can grow more rapidly
than similar taxable investments.
Municipal securities are generally considered to be creditworthy, second in
quality only to securities issued or guaranteed by the U.S. government and its
agencies. The market price of such securities, however, may fluctuate. This
fluctuation will have a direct impact on the Net Asset Value of an investment in
a fund.
Currently, there are more mutual funds than there are stocks listed on the NYSE.
While many of them have similar investment goals, no two are exactly alike. As
noted in the Prospectus, shares of the funds are generally sold through
Securities Dealers. Investment representatives of such Securities Dealers are
experienced professionals who can offer advice on the type of investment
suitable to your unique goals and needs, as well as the types of risks
associated with such investment. According to Strategic Insight, dated February
28, 1998, the Arizona and Oregon funds were the largest municipal bond funds in
their respective states.
As of April 2, 1998, the principal shareholders of the funds, beneficial or of
record, were as follows:
Share Per-
Name and Address Amount centage
- -------------------------------------------------------------------------
MICHIGAN FUND - CLASS I
Franklin Resources, Inc.
Corporate Treasury
1850 Gateway Dr., 6th Floor
San Mateo, CA 94404-2467 237,283.538 26.84%
David W. Elliott TTEE
David W. Elliott Rev Tr
1291 Sunniwood Pl.
Rochester, MI 48306-2474 49,067.713 5.55%
Lawrence A. Henze II
8406 Linda
Warren, MI 48093-4920 45,372.051 5.13%
PUERTO RICO FUND - CLASS II
Advest Bank TTEE
Sybil Hastings TR
U.W. Patricia Doorly
Dtd 01.02.90
Attn. Trust Division
90 State House Square
Hartford, CT 06103 18,936.712 5.89%
Pierre Morel
2939 Van Ness St. NW
Washington, DC 20008-4604 23,433.420 7.29%
Michael Larkin
125 Hemler Crk.
Kalispell, MT 59901 16,791.727 5.22%
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.
As a shareholder of a Massachusetts business trust, you could, under certain
circumstances, be held personally liable as a partner for its obligations. The
funds' Agreement and Declaration of Trust, however, contains an express
disclaimer of shareholder liability for acts or obligations of a fund. The
Declaration of Trust also provides for indemnification and reimbursement of
expenses out of a fund's assets if you are held personally liable for
obligations of the fund. The Declaration of Trust provides that a fund shall,
upon request, assume the defense of any claim made against you for any act or
obligation of the fund and satisfy any judgment thereon. All such rights are
limited to the assets of the fund. The Declaration of Trust further provides
that a fund may maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the fund, its
shareholders, trustees, officers, employees and agents to cover possible tort
and other liabilities. Furthermore, the activities of a fund as an investment
company, as distinguished from an operating company, would not likely give rise
to liabilities in excess of the fund's total assets. Thus, the risk of you
incurring financial loss on account of shareholder liability is limited to the
unlikely circumstances in which both inadequate insurance exists and the fund
itself is unable to meet its obligations.
In the event of disputes involving multiple claims of ownership or authority to
control your account, each fund has the right (but has no obligation) to: (a)
freeze the account and require the written agreement of all persons deemed by
the fund to have a potential property interest in the account, before executing
instructions regarding the account; (b) interplead disputed funds or accounts
with a court of competent jurisdiction; or (c) surrender ownership of all or a
portion of the account to the IRS in response to a Notice of Levy.
Summary of Code of Ethics. Employees of the Franklin Templeton Group who are
access persons under the 1940 Act are permitted to engage in personal securities
transactions subject to the following general restrictions and procedures: (i)
the trade must receive advance clearance from a compliance officer and must be
completed by the close of the business day following the day clearance is
granted; (ii) copies of all brokerage confirmations and statements must be sent
to a compliance officer; (iii) all brokerage accounts must be disclosed on an
annual basis; and (iv) access persons involved in preparing and making
investment decisions must, in addition to (i), (ii) and (iii) above, file annual
reports of their securities holdings each January and inform the compliance
officer (or other designated personnel) if they own a security that is being
considered for a fund or other client transaction or if they are recommending a
security in which they have an ownership interest for purchase or sale by a fund
or other client.
FINANCIAL STATEMENTS
The audited financial statements contained in the Annual Report to Shareholders
of the Trust, for the fiscal year ended February 28, 1998, including the
auditors' report, are incorporated herein by reference.
USEFUL TERMS AND DEFINITIONS
1940 Act - Investment Company Act of 1940, as amended
Advisers - Franklin Advisers, Inc., the investment manager of each fund, except
the Connecticut Fund
Board - The Board of Trustees of the Trust
CD - Certificate of deposit
Class I and Class II - Each fund, except the Federal Intermediate, Indiana and
Michigan funds, offers two classes of shares, designated "Class I" and "Class
II." The two classes have proportionate interests in the fund's portfolio. They
differ, however, primarily in their sales charge structures and Rule 12b-1
plans. Shares of the Federal Intermediate, Indiana and Michigan funds are
considered Class I shares for redemption, exchange and other purposes.
Code - Internal Revenue Code of 1986, as amended
Distributors - Franklin/Templeton Distributors, Inc., the funds' principal
underwriter
Fitch - Fitch Investors Service, Inc.
Franklin Templeton Funds - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund
Franklin Templeton Group - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
Franklin Templeton Group of Funds - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FT Services - Franklin Templeton Services, Inc., the funds' administrator
Investment Advisory - Franklin Investment Advisory Services, Inc., the
Connecticut Fund's investment manager
Investor Services - Franklin/Templeton Investor Services, Inc., the funds'
shareholder servicing and transfer agent
IRS - Internal Revenue Service
Letter - Letter of Intent
Manager - Franklin Advisers, Inc. or Franklin Investment Advisory Services,
Inc., as applicable.
Moody's - Moody's Investors Service, Inc.
NASD - National Association of Securities Dealers, Inc.
Net Asset Value (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NYSE - New York Stock Exchange
Offering Price - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum
front-end sales charge is 4.25% for Class I and 1% for Class II for all funds
except the Federal Intermediate Fund. The maximum front-end sales charge for the
Federal Intermediate Fund is 2.25%.
Prospectus - The prospectus for the funds dated July 1, 1998, as may be amended
from time to time
Resources - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P - Standard & Poor's Corporation
SEC - U.S. Securities and Exchange Commission
Securities Dealer - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
We/Our/Us - Unless a different meaning is indicated by the context, these terms
refer to the fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
APPENDICES
DESCRIPTION OF RATINGS
MUNICIPAL BOND RATINGS
MOODY'S
Aaa: Municipal bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally stable
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Municipal bonds rated Aa are judged to be high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large, fluctuation of protective elements may be of
greater amplitude, or there may be other elements present that make the
long-term risks appear somewhat larger.
A: Municipal bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.
Baa: Municipal bonds rated Baa are considered medium-grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
These bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.
Ba: Municipal bonds rated Ba are judged to have predominantly speculative
elements and their future cannot be considered well assured. Often the
protection of interest and principal payments may be very moderate and, thereby,
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B: Municipal bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Municipal bonds rated Caa are of poor standing. These issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Municipal bonds rated Ca represent obligations that are speculative to a
high degree. These issues are often in default or have other marked
shortcomings.
C: Municipal bonds rated C are the lowest-rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Con.(-): Municipal bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals that begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon the
completion of construction or the elimination of the basis of the condition.
Fitch
AAA: Municipal bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal that is unlikely to be affected by reasonably
foreseeable events.
AA: Municipal bonds rated AA are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong although not quite as strong as bonds rated AAA and not
significantly vulnerable to foreseeable future developments.
A: Municipal bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB: Municipal bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
BB: Municipal bonds rated BB are considered speculative. The obligor's ability
to pay interest and repay principal may be affected over time by adverse
economic changes. Business and financial alternatives can be identified,
however, that could assist the obligor in satisfying its debt service
requirements.
B: Municipal bonds rated B are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC: Municipal bonds rated CCC have certain identifiable characteristics which,
if not remedied, may lead to default. The ability to meet obligations requires
an advantageous business and economic environment.
CC: Municipal bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C: Municipal bonds rated C are in imminent default in the payment of interest or
principal.
DDD, DD and D: Municipal bonds rated DDD, DD and D are in default on interest
and/or principal payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. DDD represents the highest potential for recovery
while D represents the lowest potential for recovery.
Plus (+) or minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus or minus signs
are not used with the AAA, DDD, DD or D categories.
MUNICIPAL NOTE RATINGS
Moody's
Moody's ratings for state, municipal and other short-term obligations will be
designated Moody's Investment Grade ("MIG"). This distinction is in recognition
of the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing; factors of the first importance in long-term borrowing
risk are of lesser importance in the short run. Symbols used will be as follows:
MIG 1: Notes are of the best quality enjoying strong protection from established
cash flows of funds for their servicing or from established and broad-based
access to the market for refinancing, or both.
MIG 2: Notes are of high quality, with margins of protection ample, although not
so large as in the preceding group.
MIG 3: Notes are of favorable quality, with all security elements accounted for,
but lacking the undeniable strength of the preceding grades. Market access for
refinancing, in particular, is likely to be less well established.
MIG 4: Notes are of adequate quality, carrying specific risk but having
protection and not distinctly or predominantly speculative.
COMMERCIAL PAPER RATINGS
Moody's
Moody's commercial paper ratings, which are also applicable to municipal paper
investments permitted to be made by the fund, are opinions of the ability of
issuers to repay punctually their promissory obligations not having an original
maturity in excess of nine months. Moody's employs the following designations,
all judged to be investment grade, to indicate the relative repayment capacity
of rated issuers:
P-1 (Prime-1): Superior capacity for repayment.
P-2 (Prime-2): Strong capacity for repayment.
Fitch
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, CDs, medium-term notes, and municipal and investment notes. The
short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+: Exceptionally strong credit quality. Regarded as having the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality. Reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.
F-2: Good credit quality. A satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned F-1+ and F-1
ratings.
F-3: Fair credit quality. Have characteristics suggesting that the degree of
assurance for timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.
F-5: Weak credit quality. Have characteristics suggesting a minimal degree of
assurance for timely payment and are vulnerable to near-term adverse changes in
financial and economic conditions.
D: Default. Actual or imminent payment default.
LOC: The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
STATE TAX TREATMENT
The following information on the income tax treatment of dividends from a fund
is based upon correspondence and sources believed to be reliable. Except where
otherwise noted, the information pertains to individual state income taxation
only. You may be subject to local taxes on dividends or the value of your
shares. Corporations, trusts, estates and other entities may be subject to other
taxes and should consult with their tax advisors or their state department of
revenue. For some investors, a portion of the dividend income may be subject to
the federal and/or state alternative minimum tax.
ARIZONA
Sections 43-1021(4) and 43-1121(3) of the Arizona Income Tax Code state that
interest on obligations of the state of Arizona or its political subdivisions is
exempt from personal and corporate income tax. Sections 43-1022(6) and
43-1122(6) provide similar tax-exempt treatment for interest on obligations of
the U.S. or its territories (including Puerto Rico, Guam and the Virgin
Islands). Pursuant to State Income Tax Ruling Number 84-10-5, Arizona does not
tax dividend income from regulated investment companies, such as the Arizona
Fund, to the extent that such income is derived from such exempt obligations.
Dividends paid from interest earned on indirect U.S. government obligations
(GNMAs, FNMAs, etc.) or obligations from other states and their political
subdivisions are fully taxable. To the extent that such taxable investments are
made by the fund for temporary or defensive purposes, the distributions will be
taxable.
Any distributions of net short-term and net long-term capital gain earned by the
fund are included in each shareholder's Arizona taxable income as dividend
income and long-term capital gain, respectively, and are taxed at ordinary
income tax rates.
COLORADO
Sections 39-22-104 and 39-22-304 of the Colorado Revised Statutes state that
interest on obligations of the state of Colorado or its political subdivisions
and direct obligations of the U.S. or its possessions is exempt from personal
and corporate income tax. The Colorado Department of Revenue has advised in
published guidance that distributions from a regulated investment company, such
as the Colorado Fund, will also be exempt from personal and corporate income tax
if the fund invests in such exempt obligations. The Colorado Department of
Revenue has confirmed in guidance dated September 1993 that this exclusion also
applies to territorial obligations of the U.S. (including Puerto Rico, Guam and
the Virgin Islands). Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or obligations of other states and
their political subdivisions do not qualify for this exemption. To the extent
that such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable.
Any distributions of net short-term and net long-term capital gain earned by the
fund are included in each shareholder's Colorado taxable income as dividend
income and long-term capital gain, respectively, and are taxed at ordinary
income tax rates.
CONNECTICUT
Section 12-701(a)(20) of the Connecticut General Statutes states that interest
income from obligations issued by or on behalf of the state of Connecticut, its
political subdivisions, public instrumentalities, state or local authorities,
districts, or similar public entities created under the laws of the state of
Connecticut and exempt obligations of the U.S. or its territories (including
Puerto Rico, Guam and the Virgin Islands) is exempt from state personal income
tax. Dividends paid by a regulated investment company, such as the Connecticut
Fund, that are derived from such exempt obligations will be exempt from state
personal income tax, subject to the limitation below for exempt federal
obligations. Corporate shareholders are generally subject to Connecticut
corporation income taxes on distributions from the fund.
Section 12-701(a)(20) of the Connecticut General Statutes also states that a
fund is qualified to pay exempt dividends derived from exempt U.S. government
obligations to its shareholders if, at the close of each quarter of its taxable
year, at least 50% of the value of its total assets consists of exempt U.S.
government obligations. Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or obligations of other states and
their political subdivisions do not qualify for this exemption.
Any distributions of net short-term and long-term capital gain earned by the
fund are included in each shareholder's Connecticut taxable income as dividend
income and long-term capital gain, respectively, and are taxed at ordinary
income tax rates.
INDIANA
Corporate taxpayers may be subject to several overlapping Indiana income taxes
on income derived from sources within Indiana. Generally, corporations are
subject to the higher of the adjusted gross income tax or the gross income tax,
plus a supplemental net income tax. Individuals, estates and trusts resident in
Indiana are generally subject only to the adjusted gross income tax.
Gross Income Tax: Information Bulletins 19 and 79 issued by the Indiana
Department of Revenue provide that the proportionate share of dividends received
from a regulated investment company, such as the Indiana Fund, derived from
investments in direct obligations of the U.S. or its possessions (including
Puerto Rico, Guam and the Virgin Islands), will be exempt from the Indiana Gross
Income Tax. An exemption is also provided under Indiana law for exempt interest
dividends derived from interest on obligations of the state of Indiana or its
political subdivisions.
Adjusted Gross Income Tax: All of the obligations referred to in the foregoing
Bulletins are exempt from the Indiana Adjusted Gross Income Tax.
For all taxpayers, dividends paid from interest earned on indirect U.S.
Government obligations (GNMAs, FNMAs, etc.) will be taxable on a pro rata basis.
The fund will file all appropriate certification documents with the Indiana
Department of Revenue indicating the exempt portion of distributions to
shareholders.
Any distributions of net short-term and net long-term capital gain earned by the
fund are included in the shareholder's Indiana taxable income as dividend income
and long-term capital gain, respectively, and are taxed at ordinary income tax
rates.
MICHIGAN
Section 206.30(1) of the Michigan Compiled Laws generally provides that taxable
income, for purposes of the Michigan individual income tax, is determined by
reference to federal adjusted gross income, with certain modifications. Interest
and dividends derived from obligations or securities of states other than
Michigan (less related expenses) must be added back in determining Michigan
taxable income. Interest and dividends derived from obligations or securities of
Michigan (and its political subdivisions) are exempt and are not, therefore,
added back in determining Michigan taxable income. Further, income derived from
obligations of the U.S. government that the state is prohibited by law from
subjecting to a net income tax is subtracted in determining Michigan taxable
income. This includes direct obligations of the U.S. government, its agencies,
instrumentalities, or possessions (including Puerto Rico, Guam and the Virgin
Islands).
Revenue Administrative Bulletin 1986-3, states that a regulated investment
company, such as the Michigan Fund, which invests in tax-free municipal
obligations of the state of Michigan and its political and governmental
subdivisions is permitted to pass-through the exemption of such interest to its
shareholders to the extent that such interest qualifies as an exempt-interest
dividend of a regulated investment company. The exempt nature of interest from
obligations of the U.S. and its territories and possessions may also be passed
through to shareholders. Dividends paid from interest earned on indirect U.S.
government obligations (GNMAs, FNMAs, etc.) or other obligations from other
states and their political subdivisions are fully taxable. To the extent that
such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable.
Any distributions of net short-term and net long-term capital gains earned by
the fund will generally be included in each shareholder's Michigan taxable
income as dividend income and long-term capital gain, respectively, and taxed at
ordinary income tax rates.
Section 205.133 of the Michigan Compiled Laws exempts from the intangible
personal property tax obligations of the state of Michigan and its political
subdivisions and obligations of the U.S. and its possessions, agencies and
instrumentalities. Pursuant to Revenue Administrative Bulletin 1986-3, an owner
of a share of a regulated investment company, such as the Michigan Fund, will be
considered the owner of a pro-rata share of the assets of such regulated
investment company. It further provides that yield (for intangibles tax
purposes) is determined with respect to shares of the Michigan Fund by excluding
from gross dividends or interest the pro rata share of the interest or dividends
received from such exempt obligations held by the fund. According to Michigan
tax return instructions, capital gains from a regulated investment company that
are reinvested in additional shares of the fund are exempt from intangibles
taxes, whereas capital gains distributed in cash are taxable. In 1995,
legislation was passed repealing this intangible personal property tax effective
January 1, 1998.
NEW JERSEY
Section 54A:6-14.1 of the New Jersey Statutes provides that distributions paid
by qualified investment funds, such as the New Jersey Fund, are not included in
gross income for purposes of the New Jersey gross income tax to the extent the
distributions are attributable to interest or gain from obligations issued by or
on behalf of the state of New Jersey or its political subdivisions, or
obligations free from state or local taxation by any act of the state of New
Jersey or laws of the U.S. (including obligations of the District of Columbia,
Puerto Rico, Guam and the Virgin Islands). Dividends paid from interest earned
on indirect U.S. government obligations (GNMAs, FNMAs, etc.) or obligations of
other states and their political subdivisions are fully taxable. To the extent
that such taxable investments are made by the fund for temporary or defensive
purposes, the distributions will be taxable.
Any distributions of net short-term and net long-term capital gain earned by the
fund from taxable obligations are included in each shareholder's New Jersey
taxable income as dividend income and long-term capital gain, respectively, and
are taxed at ordinary income tax rates.
OREGON
Section 316.683 of the Oregon Revised Statutes and Oregon Administrative Rule
150-316.680-(B) provide that the "state exempt-interest dividends" and
exempt-interest dividends attributable to obligations of the state of Oregon,
received by residents of the state paid by a regulated investment company, such
as the Oregon Fund, are exempt from Oregon personal income tax. State
exempt-interest dividends are dividends from interest earned on exempt
obligations of the U.S., its territories (including Puerto Rico, Guam and the
Virgin Islands), and possessions of any U.S. authority, commission, or
instrumentality. Corporate shareholders are generally subject to the Oregon
corporation excise and income tax on distributions from the fund. Dividends paid
from interest earned on indirect U.S. government obligations (GNMAs, FNMAs,
etc.) or obligations of other states and their political subdivisions are fully
taxable. To the extent that such taxable investments are made by the fund for
temporary or defensive purposes, the distributions will be taxable.
Any distributions of net short-term and net long-term capital gain earned by the
fund are included in each shareholder's Oregon taxable income as dividend income
and long-term capital gain, respectively, and are taxed at ordinary income tax
rates. However, a shareholder may defer gain on the sale or other disposition of
a capital asset by reinvesting in a qualified investment fund within six months.
PENNSYLVANIA
Sections 301 and 303 of the Tax Reform Code of Pennsylvania states that interest
income derived from obligations that are statutorily free from state or local
taxation under the laws of the Commonwealth of Pennsylvania or under the laws of
the U.S. is exempt from state personal income tax. Such exempt obligations
include obligations issued by the Commonwealth of Pennsylvania, any public
authority, commission, board or other state agency, any political subdivision of
the state or its public authority, and exempt obligations of the U.S. or its
territories (including Puerto Rico, Guam and the Virgin Islands). Sections 301
and 303 of the Code of Pennsylvania states that interest derived by an
investment trust, such as the Pennsylvania Fund, from such exempt obligations is
not subject to state, personal or corporate net income tax. Fund distributions
and the value of fund shares, however, are generally included in the tax base in
determining the corporation capital stock or foreign franchise tax.
Distributions paid from interest earned on indirect U.S. government obligations
(GNMAs, FNMAs, etc.) or obligations of other states and their political
subdivisions are fully taxable. To the extent that such taxable investments are
made by the fund for temporary or defensive purposes, the distributions will be
taxable. Distributions paid by the fund are also generally exempt from the
Philadelphia School District Investment Income Tax. Any distributions of net
short-term and long-term capital gain earned by the fund are included in each
shareholder's Pennsylvania taxable income and are taxed at ordinary income tax
rates.
Shareholders of the fund who are subject to the Pennsylvania personal property
tax in their county of residence will be exempt from county personal property
tax to the extent that the portfolio of the fund consists of exempt obligations
described above on the annual assessment date of January 1. Information
regarding the portion of the value of the shares, if any, which is subject to
the Pennsylvania personal property tax will be provided to shareholders of the
fund.
PUERTO RICO
For U.S. citizens and residents, exempt-interest dividends received from the
Puerto Rico Fund are generally exempt from U.S. federal and state personal
income taxation in all states that impose an income tax, pursuant to section 103
of the Code and 31 U.S.C. section 3124. For Puerto Rico taxpayers,
exempt-interest dividends, to the extent derived from Puerto Rico, Guam and
Virgin Island obligations, will generally be exempt from Puerto Rico taxation
pursuant to a ruling received by the fund dated May 24, 1996.