As filed with the Securities and Exchange Commission on December 23, 1998
File Nos.
02-94222
811-4149
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 26 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27 (X)
FRANKLIN TAX-FREE TRUST
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (650) 312-2000
HARMON E. BURNS, 777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Name and Address of Agent for Service of Process)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on January 1, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Title of Securities Being Registered:
Shares of Beneficial Interest:
Franklin Arizona Tax-Free Income Fund - Class A
Franklin Arizona Tax-Free Income Fund - Class C
Franklin Colorado Tax-Free Income Fund - Class A
Franklin Colorado Tax-Free Income Fund - Class C
Franklin Connecticut Tax-Free Income Fund - Class A
Franklin Connecticut Tax-Free Income Fund - Class C
Franklin High Yield Tax-Free Income Fund - Class A
Franklin High Yield Tax-Free Income Fund - Class B
Franklin High Yield Tax-Free Income Fund - Class C
Franklin Indiana Tax-Free Income Fund - Class A
Franklin Michigan Tax-Free Income Fund - Class A
Franklin New Jersey Tax-Free Income Fund - Class A
Franklin New Jersey Tax-Free Income Fund - Class C
Franklin Oregon Tax-Free Income Fund - Class A
Franklin Oregon Tax-Free Income Fund - Class C
Franklin Pennsylvania Tax-Free Income Fund - Class A
Franklin Pennsylvania Tax-Free Income Fund - Class C
Franklin Puerto Rico Tax-Free Income Fund - Class A
Franklin Puerto Rico Tax-Free Income Fund - Class C
Franklin Federal Intermediate-Term Tax-Free Income Fund - Class A
The Registrant's statement of additional information dated July 1, 1998, as
filed with the Securities and Exchange Commission under Form Type 497 on July
6, 1998 (File Nos. 02-94222 and 811-4149) is hereby incorporated by reference.
PROSPECTUS
FRANKLIN
TAX-FREE
TRUST
JULY 1, 1998 AS AMENDED JANUARY 1, 1999
INVESTMENT STRATEGY
TAX-FREE INCOME
Franklin Arizona Tax-Free Income Fund - Class A & C
Franklin Colorado Tax-Free Income Fund - Class A & C
Franklin Connecticut Tax-Free Income Fund - Class A & C
Franklin Federal Intermediate-Term Tax-Free
Income Fund - Class A
Franklin High Yield Tax-Free Income Fund - Class A, B & C
Franklin Indiana Tax-Free Income Fund - Class A
Franklin Michigan Tax-Free Income Fund - Class A
Franklin New Jersey Tax-Free Income Fund - Class A & C
Franklin Oregon Tax-Free Income Fund - Class A & C
Franklin Pennsylvania Tax-Free Income Fund - Class A & C
Franklin Puerto Rico Tax-Free Income Fund - Class A & C
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.
TABLE OF CONTENTS
ABOUT THE FUNDS
Expense Summary .................................................. 2
Financial Highlights ............................................. 5
How Do the Funds Invest Their Assets? ............................ 24
What Are the Risks of Investing in the Funds? .................... 29
Who Manages the Funds? ........................................... 32
How Taxation Affects the Funds and Their Shareholders ............ 38
How Is the Trust Organized? ...................................... 41
ABOUT YOUR ACCOUNT
How Do I Buy Shares? ............................................. 42
May I Exchange Shares for Shares of Another Fund? ................ 50
How Do I Sell Shares? ............................................ 53
What Distributions Might I Receive From the Funds? ............... 55
Transaction Procedures and Special Requirements .................. 57
Services to Help You Manage Your Account ......................... 61
What If I Have Questions About My Account? ....................... 63
GLOSSARY
Useful Terms and Definitions ..................................... 64
APPENDIX
Description of Ratings ........................................... 66
FRANKLIN
TAX-FREE
TRUST
July 1, 1998
as amended January 1, 1999
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A. SHAREHOLDER TRANSACTION EXPENSES3
CLASS A1
Maximum Sales
Charge (as a
percentage of
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 purchase4 4.25% 4.25% 4.25% 2.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at
redemption5 None None None None None None None None None None None
CLASS B2
Maximum Sales
Charge (as a
percentage of
Offering Price) - - - - 4.00% - - - - - -
Paid at time
of purchase4 - - - - None - - - - - -
Paid at
redemption5 - - - - 4.00% - - - - - -
CLASS C1
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 purchase4 1.00% 1.00% 1.00% - 1.00% - - 1.00% 1.00% 1.00% 1.00%
Paid at
redemption5 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)
FEDERAL HIGH NEW PUERTO
ARIZONA COLORADO CONNECTICUTINTERMEDIATE YIELD INDIANA MICHIGAN JERSEY OREGON PENNSYLVANIA RICO
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
Management Fees 0.48% 0.55% 0.57% 0.61%6 0.46% 0.63% 0.65%6 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees8 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%6 0.61% 0.82% 1.01%6 0.66% 0.67% 0.65% 0.75%
================================================================================================================
CLASS B
Management Fees - - - - 0.46% - - - - - -
Rule 12b-1 Fees8 - - - - 0.65% - - - - - -
Other Expenses - - - - 0.07% - - - - - -
----------------------------------------------------------------------------------------------------------------
Total Fund
Operating Expenses - - - - 1.18% - - - - - -
================================================================================================================
CLASS C
Management Fees 0.48% 0.55% 0.57% - 0.46% - - 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees8 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%7 1.22% 1.21% 1.31%
===============================================================================================================
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 $10,000 that you invest in a fund.
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 A
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year9 $ 487 $ 494 $ 496 $ 307 $ 485 $ 505 $ 524 $ 490 $ 491 $ 489 $ 498
3 Years $ 618 $ 642 $ 648 $ 481 $ 612 $ 676 $ 733 $ 627 $ 630 $ 624 $ 654
5 Years $ 761 $ 803 $ 814 $ 670 $ 751 $ 861 $ 959 $ 777 $ 782 $ 772 $ 824
10 Years $1,178 $1,270 $1,293 $1,216 $1,155 $1,395 $1,609 $1,213 $1,224 $1,201 $1,316
CLASS B
(Assuming you sold your shares at the end of the period)
1 Year - - - - $ 520 - - - - - -
3 Years - - - - $ 675 - - - - - -
5 Years - - - - $ 849 - - - - - -
10 Years10 - - - - $1,273 - - - - - -
CLASS B
(Assuming you stayed in the fund)
1 Year - - - - $ 120 - - - - - -
3 Years - - - - $ 375 - - - - - -
5 Years - - - - $ 649 - - - - - -
10 Years10 - - - - $1,273 - - - - - -
C. EXAMPLE (CONTINUED)
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 C
1 Year11 $ 318 $ 326 $ 328 - $ 317 - - $ 321 $ 321 $ 320 $ 330
3 Years $ 474 $ 499 $ 505 - $ 471 - - $ 483 $ 483 $ 480 $ 511
5 Years $ 748 $ 790 $ 800 - $ 743 - - $ 764 $ 764 $ 758 $ 811
10 Years $1,529 $1,619 $1,641 - $1,517 - - $1,563 $1,563 $1,551 $1,663
</TABLE>
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.
1. Before January 1, 1999, Class A shares were designated Class I and Class C
shares were designated Class II.
2. The fund began offering Class B shares on January 1, 1999. Annual fund
operating expenses are based on the expenses for Class A and C for the fiscal
year ended February 28, 1998. The Rule 12b-1 fees are based on the maximum fees
allowed under Class B's Rule 12b-1 plan.
3. If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
4. There is no front-end sales charge if you invest $1 million or more in Class
A shares. Although Class B and C have a lower front-end sales charge than Class
A, their Rule 12b-1 fees are higher. Over time you may pay more for Class B and
C shares. Please see "How Do I Buy Shares? - Choosing a Share Class."
5. A Contingent Deferred Sales Charge of 1% may apply to Class A purchases of $1
million or more if you sell the shares within one year and to any Class C
purchase if you sell the shares within 18 months. A Contingent Deferred Sales
Charge of up to 4% may apply to any Class B purchase if you sell the shares
within six years. The charge is based on 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 for
Class C 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.
6. For the period shown, the manager had agreed in advance to waive or limit its
management fees and to assume as its own expense certain expenses otherwise
payable by the fund. 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.
7. Due to rounding, Class C total fund operating expenses are different than the
ratio of expenses to average net assets shown under "Financial Highlights."
8. For the Michigan Fund, these fees may not exceed 0.15%. For the remaining
funds, these fees may not exceed 0.10% for Class A and 0.65% for Class B and C.
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 rules of the National Association of
Securities Dealers, Inc.
9. Assumes a Contingent Deferred Sales Charge will not apply.
10. Assumes conversion of Class B shares to Class A shares after eight years,
lowering your annual expenses from that time on.
11. For the same Class C investment, you would pay projected expenses of $219
for the High Yield Fund, $220 for the Arizona Fund, $222 for the Pennsylvania
Fund, $223 for the New Jersey and Oregon funds, $228 for the Colorado Fund, $230
for the Connecticut Fund, and $232 for the Puerto Rico 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.
FINANCIAL HIGHLIGHTS
This table summarizes each fund's financial history. The information for each of
the fiscal years in the period ended February 28, 1998, has been audited by
PricewaterhouseCoopers LLP, the funds' independent auditor. The 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.
PROSPECTUS
FRANKLIN
TAX-FREE
TRUST
JULY 1, 1998 AS AMENDED JANUARY 1, 1999
INVESTMENT STRATEGY
TAX-FREE INCOME
Franklin Arizona Tax-Free Income Fund - Class A & C
Franklin Colorado Tax-Free Income Fund - Class A & C
Franklin Connecticut Tax-Free Income Fund - Class A & C
Franklin Federal Intermediate-Term Tax-Free
Income Fund - Class A
Franklin High Yield Tax-Free Income Fund - Class A, B & C
Franklin Indiana Tax-Free Income Fund - Class A
Franklin Michigan Tax-Free Income Fund - Class A
Franklin New Jersey Tax-Free Income Fund - Class A & C
Franklin Oregon Tax-Free Income Fund - Class A & C
Franklin Pennsylvania Tax-Free Income Fund - Class A & C
Franklin Puerto Rico Tax-Free Income Fund - Class A & C
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.
TABLE OF CONTENTS
ABOUT THE FUNDS
Expense Summary .................................................. 2
Financial Highlights ............................................. 5
How Do the Funds Invest Their Assets? ............................ 24
What Are the Risks of Investing in the Funds? .................... 29
Who Manages the Funds? ........................................... 32
How Taxation Affects the Funds and Their Shareholders ............ 38
How Is the Trust Organized? ...................................... 41
ABOUT YOUR ACCOUNT
How Do I Buy Shares? ............................................. 42
May I Exchange Shares for Shares of Another Fund? ................ 50
How Do I Sell Shares? ............................................ 53
What Distributions Might I Receive From the Funds? ............... 55
Transaction Procedures and Special Requirements .................. 57
Services to Help You Manage Your Account ......................... 61
What If I Have Questions About My Account? ....................... 63
GLOSSARY
Useful Terms and Definitions ..................................... 64
APPENDIX
Description of Ratings ........................................... 66
FRANKLIN
TAX-FREE
TRUST
July 1, 1998
as amended January 1, 1999
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A. SHAREHOLDER TRANSACTION EXPENSES3
CLASS A1
Maximum Sales
Charge (as a
percentage of
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 purchase4 4.25% 4.25% 4.25% 2.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25%
Paid at
redemption5 None None None None None None None None None None None
CLASS B2
Maximum Sales
Charge (as a
percentage of
Offering Price) - - - - 4.00% - - - - - -
Paid at time
of purchase4 - - - - None - - - - - -
Paid at
redemption5 - - - - 4.00% - - - - - -
CLASS C1
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 purchase4 1.00% 1.00% 1.00% - 1.00% - - 1.00% 1.00% 1.00% 1.00%
Paid at
redemption5 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)
FEDERAL HIGH NEW PUERTO
ARIZONA COLORADO CONNECTICUTINTERMEDIATE YIELD INDIANA MICHIGAN JERSEY OREGON PENNSYLVANIA RICO
FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
Management Fees 0.48% 0.55% 0.57% 0.61%6 0.46% 0.63% 0.65%6 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees8 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%6 0.61% 0.82% 1.01%6 0.66% 0.67% 0.65% 0.75%
================================================================================================================
CLASS B
Management Fees - - - - 0.46% - - - - - -
Rule 12b-1 Fees8 - - - - 0.65% - - - - - -
Other Expenses - - - - 0.07% - - - - - -
----------------------------------------------------------------------------------------------------------------
Total Fund
Operating Expenses - - - - 1.18% - - - - - -
================================================================================================================
CLASS C
Management Fees 0.48% 0.55% 0.57% - 0.46% - - 0.49% 0.51% 0.49% 0.56%
Rule 12b-1 Fees8 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%7 1.22% 1.21% 1.31%
===============================================================================================================
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 $10,000 that you invest in a fund.
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 A
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year9 $ 487 $ 494 $ 496 $ 307 $ 485 $ 505 $ 524 $ 490 $ 491 $ 489 $ 498
3 Years $ 618 $ 642 $ 648 $ 481 $ 612 $ 676 $ 733 $ 627 $ 630 $ 624 $ 654
5 Years $ 761 $ 803 $ 814 $ 670 $ 751 $ 861 $ 959 $ 777 $ 782 $ 772 $ 824
10 Years $1,178 $1,270 $1,293 $1,216 $1,155 $1,395 $1,609 $1,213 $1,224 $1,201 $1,316
CLASS B
(Assuming you sold your shares at the end of the period)
1 Year - - - - $ 520 - - - - - -
3 Years - - - - $ 675 - - - - - -
5 Years - - - - $ 849 - - - - - -
10 Years10 - - - - $1,273 - - - - - -
CLASS B
(Assuming you stayed in the fund)
1 Year - - - - $ 120 - - - - - -
3 Years - - - - $ 375 - - - - - -
5 Years - - - - $ 649 - - - - - -
10 Years10 - - - - $1,273 - - - - - -
C. EXAMPLE (CONTINUED)
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 C
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year11 $ 318 $ 326 $ 328 - $ 317 - - $ 321 $ 321 $ 320 $ 330
3 Years $ 474 $ 499 $ 505 - $ 471 - - $ 483 $ 483 $ 480 $ 511
5 Years $ 748 $ 790 $ 800 - $ 743 - - $ 764 $ 764 $ 758 $ 811
10 Years $1,529 $1,619 $1,641 - $1,517 - - $1,563 $1,563 $1,551 $1,663
</TABLE>
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.
1. Before January 1, 1999, Class A shares were designated Class I and Class C
shares were designated Class II.
2. The fund began offering Class B shares on January 1, 1999. Annual fund
operating expenses are based on the expenses for Class A and C for the fiscal
year ended February 28, 1998. The Rule 12b-1 fees are based on the maximum fees
allowed under Class B's Rule 12b-1 plan.
3. If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
4. There is no front-end sales charge if you invest $1 million or more in Class
A shares. Although Class B and C have a lower front-end sales charge than Class
A, their Rule 12b-1 fees are higher. Over time you may pay more for Class B and
C shares. Please see "How Do I Buy Shares? - Choosing a Share Class."
5. A Contingent Deferred Sales Charge of 1% may apply to Class A purchases of $1
million or more if you sell the shares within one year and to any Class C
purchase if you sell the shares within 18 months. A Contingent Deferred Sales
Charge of up to 4% may apply to any Class B purchase if you sell the shares
within six years. The charge is based on 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 for
Class C 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.
6. For the period shown, the manager had agreed in advance to waive or limit its
management fees and to assume as its own expense certain expenses otherwise
payable by the fund. 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.
7. Due to rounding, Class C total fund operating expenses are different than the
ratio of expenses to average net assets shown under "Financial Highlights."
8. For the Michigan Fund, these fees may not exceed 0.15%. For the remaining
funds, these fees may not exceed 0.10% for Class A and 0.65% for Class B and C.
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 rules of the National Association of
Securities Dealers, Inc.
9. Assumes a Contingent Deferred Sales Charge will not apply.
10. Assumes conversion of Class B shares to Class A shares after eight years,
lowering your annual expenses from that time on.
11. For the same Class C investment, you would pay projected expenses of $219
for the High Yield Fund, $220 for the Arizona Fund, $222 for the Pennsylvania
Fund, $223 for the New Jersey and Oregon funds, $228 for the Colorado Fund, $230
for the Connecticut Fund, and $232 for the Puerto Rico 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.
FINANCIAL HIGHLIGHTS
This table summarizes each fund's financial history. The information for each of
the fiscal years in the period ended February 28, 1998, has been audited by
PricewaterhouseCoopers LLP, the funds' independent auditor. The 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 A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.44 $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 .30 .61 .62 .64 .65 .66 .68 .67 .70 .71 .75
Net realized & unrealized
gains (losses) .03 .29 (.04) .36 (.48) .02 .73 .31 .13 .20 (.04)
----------------------------------------------------------------------------------------
Total from investment
operations .33 .90 .58 1.00 .17 .68 1.41 .98 .83 .91 .71
----------------------------------------------------------------------------------------
Less distributions from: +
Net investment income (.30)+ (.61) (.63) (.65) (.64) (.67) (.66) (.73) (.77) (.77) (.75)
In excess of net
investment income - (.01) - - - - - - - - -
Net realized gains (.04) (.08) (.05) (.12) - - - - - - -
----------------------------------------------------------------------------------------
Total distributions (.34) (.70) (.68) (.77) (.64) (.67) (.66) (.73) (.77) (.77) (.75)
----------------------------------------------------------------------------------------
Net asset value, end of period $11.43 $11.44 $11.24 $11.34 $11.11 $11.58 $11.57 $10.82 $10.57 $10.51 $10.37
=========================================================================================
Total return* 2.90% 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
period (millions) $846 $810 $752 $751 $721 $797 $708 $586 $413 $215 $66
Ratios to average net assets:
Expenses .64% .63% .62% .62% .60% .54% .55% .56% .59% .68% .51%
Expenses excluding waiver
and payments by affiliate .64%** .63% .62% .62% .60% .54% .55% .56% .59% .68% .73%
Net investment income 5.16%** 5.40% 5.59% 5.67% 5.86% 5.65% 6.11% 6.37% 6.58% 6.53% 6.58%
Portfolio turnover rate 8.19% 20.02% 16.57% 25.12% 18.65% 14.17% 5.67% 1.56% 4.13% 20.82% 26.64%
ARIZONA FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period................................ $11.51 $11.30 $11.38 $11.15
------------------------------------------------
Income from investment operations:
Net investment income.............................................. .27 .56 .57 .49
Net realized and unrealized gains (losses)......................... .03 .29 (.03) .34
------------------------------------------------
Total from investment operations.................................... .30 .85 .54 .83
------------------------------------------------
Less distributions from: ++
Net investment income.............................................. (.27)++ (.56) (.57) (.48)
Net realized gains................................................. (.04) (.08) (.05) (.12)
-------------------------------------------------
Total distributions................................................. (.31) (.64) (.62) (.60)
-------------------------------------------------
Net asset value, end of period...................................... $11.50 $11.51 $11.30 $11.38
================================================
Total return*....................................................... 2.59% 7.67% 4.89% 7.60%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................... $19,526 $14,537 $5,486 $1,892
Ratios to average net assets:
Expenses........................................................... 1.20%** 1.19% 1.19% 1.20%**
Net investment income.............................................. 4.60% 4.82% 5.01% 5.05%**
Portfolio turnover rate............................................. 8.19% 20.02% 16.57% 25.12%
COLORADO FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $12.11 $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 .30 .63 .66 .67 .67 .68 .70 .68 .70 .73 .79
Net realized &unrealized
gains (losses) .09 .39 (.04) .45 (.57) .10 .85 .36 .06 .20 .08
-------------------------------------------------------------------------------------------
Total from investment
operations .39 1.02 .62 1.12 .10 .78 1.55 1.04 .76 .93 .87
-------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.31) (.64) (.66) (.66) (.66) (.69) (.70) (.74) (.76) (.76) (.74)
Net realized gains (.05) (.07) - - - - - - - - -
-------------------------------------------------------------------------------------------
Total distributions (.36) (.71) (.66) (.66) (.66) (.69) (.70) (.74) (.76) (.76) (.74)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $12.14 $12.11 $11.80 $11.84 $11.38 $11.94 $11.85 $11.00 $10.70 $10.70 $10.53
===========================================================================================
Total return* 3.24% 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
period (millions) $284 $267 $237 $216 $195 $202 $159 $110 $70 $38 $11
Ratios to average net assets:
Expenses .71% .71% .71% .71% .70% .64% .67% .70% .74% .56% -
Expenses excluding waiver
and payments by affiliate .71%** .71% .71% .71% .70% .64% .67% .70% .74% .72% .74%
Net investment income 4.99%** 5.28% 5.59% 5.73% 5.94% 5.69% 6.20% 6.44% 6.54% 6.63% 7.25%
Portfolio turnover rate 8.50% 22.97% 14.13% 17.58% 28.83% 10.85% 5.66% 21.46% 17.72% .82% 7.83%
COLORADO FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period................................ $12.17 $11.84 $11.87 $11.40
------------------------------------------------
Income from investment operations:
Net investment income.............................................. .27 .57 .59 .50
Net realized and unrealized gains (losses)......................... .08 .40 (.02) .46
------------------------------------------------
Total from investment operations.................................... .35 .97 .57 .96
------------------------------------------------
Less distributions from:
Net investment income.............................................. (.27) (.57) (.60) (.49)
Net realized gains................................................. (.05) (.07) - -
------------------------------------------------
Total distributions................................................. (.32) (.64) (.60) (.49)
------------------------------------------------
Net asset value, end of period...................................... $12.20 $12.17 $11.84 $11.87
================================================
Total return*....................................................... 2.93% 8.39% 4.93% 8.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................... $15,841 $10,855 $5,654 $1,656
Ratios to average net assets:
Expenses........................................................... 1.27%** 1.27% 1.28% 1.29%**
Net investment income.............................................. 4.43%** 4.72% 4.99% 5.12%**
Portfolio turnover rate............................................. 8.50% 22.97% 14.13% 17.58%
CONNECTICUT FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 19892
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.23 $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 .24 .60 .61 .62 .62 .62 .64 .62 .64 .70 .20
Net realized &unrealized
gains (losses) .07 .32 (.02) .32 (.60) .08 .66 .21 .02 .18 .02
-------------------------------------------------------------------------------------------
Total from investment
operations .31 .92 .59 .94 .02 .70 1.30 .83 .66 .88 .22
-------------------------------------------------------------------------------------------
Less distributions from: +++
Net investment income (.24)+++ (.60) (.63) (.62) (.61) (.63) (.63) (.68) (.68) (.68) (.06)
In excess of net investment
income - (.01) - - - - - - - - -
-------------------------------------------------------------------------------------------
Total distributions (.24) (.61) (.63) (.62) (.61) (.63) (.63) (.68) (.68) (.68) (.06)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $11.30 $11.23 $10.92 $10.96 $10.64 $11.23 $11.16 $10.49 $10.34 $10.36 $10.16
===========================================================================================
Total return* 3.28% 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
period (millions) $219 $204 $184 $167 $156 $163 $127 $88 $48 $23 $6
Ratios to average net assets:
Expenses .72% .73% .72% .73% .71% .65% .69% .71% .71% .36% -%
Expenses excluding waiver
and payments by affiliate .72%** .73% .72% .73% .71% .65% .69% .71% .72% .72% .65%**
Net investment income 5.16%** 5.41% 5.62% 5.70% 5.83% 5.54% 5.97% 6.11% 6.10% 6.37% 4.68%**
Portfolio turnover rate 5.30% 18.54% 14.53% 3.88% 75.72% 5.54% 28.52% 28.28% 8.65% 3.69% 5.21%
CONNECTICUT FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
--------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period................................ $11.26 $10.94 $10.97 $10.65
-------------------------------------------------
Income from investment operations:
Net investment income.............................................. .22 .55 .60 .47
Net realized and unrealized gains (losses)......................... .07 .31 (.07) .31
-------------------------------------------------
Total from investment operations.................................... .29 .86 .53 .78
-------------------------------------------------
Less distributions from: +++
Net investment income.............................................. (.22)+++ (.54) (.56) (.46)
-------------------------------------------------
Net asset value, end of period...................................... $11.33 $11.26 $10.94 $10.97
-------------------------------------------------
Total return*....................................................... 2.98% 8.08% 5.03% 7.45%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................... $14,142 $8,636 $4,149 $1,656
Ratios to average net assets:
Expenses........................................................... 1.28%** 1.29% 1.29% 1.30%**
Net investment income.............................................. 4.60%** 4.85% 5.01% 5.12%**
Portfolio turnover rate............................................. 5.30% 18.54% 14.53% 3.88%
FEDERAL INTERMEDIATE FUND
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 19935
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period................ $11.25 $10.94 $10.95 $10.48 $10.80 $10.54 $10.00
-----------------------------------------------------------------------
Income from investment operations:
Net investment income.............................. .26 .53 .55 .55 .54 .52 .14
Net realized and unrealized gains (losses)......... .07 .33 (.01) .47 (.33) .29 .50
-----------------------------------------------------------------------
Total from investment operations.................... .33 .86 .54 1.02 .21 .81 .64
-----------------------------------------------------------------------
Less distributions from:
Net investment income.............................. (.27) (.55) (.55) (.55) (.53) (.55) (.10)
------------------------------------------------------------------------
Net asset value, end of period...................... $11.31 $11.25 $10.94 $10.95 $10.48 $10.80 $10.54
=======================================================================
Total return*....................................... 2.93% 8.02% 5.12% 9.93% (.20%) 7.82% 14.77%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................... $164,286 $139,545 $104,715 $85,967 $73,977 $67,603 $9,192
Ratios to average net assets:
Expenses........................................... .76%** .75% .68% .65% .56% .30% -
Expenses excluding waiver and payments by affiliate .80%** .82% .84% .85% .84% .89% 1.60%**
Net investment income.............................. 4.60%** 4.83% 5.16% 5.12% 5.25% 4.93% 5.49%**
Portfolio turnover rate............................. 12.33% 23.32% 22.54% 3.35% 38.46% 28.76% 22.54%
HIGH YIELD FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.68 $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 .33 .69 .71 .74 .74 .76 .79 .78 .82 .81 .79
Net realized & unrealized
gains (losses) .02 .47 .04 .45 (.51) .17 .62 .23 (.21) .12 .24
--------------------------------------------------------------------------------------------
Total from investment
operations .35 1.16 .75 1.19 .23 .93 1.41 1.01 .61 .93 1.03
--------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.33)+ (.68) (.73)+++(.74) (.74) (.78) (.78) (.84) (.84) (.89) (.87)
In excess of net investment
income - (.01) - - - - (.01) - - - -
--------------------------------------------------------------------------------------------
Total distributions (.33) (.69) (.73) (.74) (.74) (.78) (.79) (.84) (.84) (.89) (.87)
--------------------------------------------------------------------------------------------
Net asset value,
end of period $11.70 $11.68 $11.21 $11.19 $10.74 $11.25 $11.10 $10.48 $10.31 $10.54 $10.50
============================================================================================
Total return* 3.09% 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 period
(millions) $5,823 $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 .62%** .61% .62% .61% .60% .53% .54% .53% .52% .54% .61%
Net investment income 5.63%** 5.98% 6.41% 6.68% 6.92% 6.79% 7.45% 7.73% 7.90% 7.52% 7.68%
Portfolio turnover rate 14.39% 15.84% 6.98% 9.23% 15.89% 16.09% 33.46%102.57% 70.60% 23.41% 2.02%
HIGH YIELD FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
----------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period.............................. $11.75 $11.26 $11.24 $10.81
----------------------------------------------------
Income from investment operations:
Net investment income............................................ .30 .63 .66 .56
Net realized and unrealized gains................................ .02 .48 .03 .42
----------------------------------------------------
Total from investment operations.................................. .32 1.11 .69 .98
----------------------------------------------------
Less distributions from: ++
Net investment income............................................ (.30)++ (.62) (.67)++++ (.55)
----------------------------------------------------
Net asset value, end of period.................................... $11.77 $11.75 $11.26 $11.24
====================================================
Total return*..................................................... 2.77% 10.15% 6.36% 9.27%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................. $563,292 $423,264 $194,400 $48,163
Ratios to average net assets:
Expenses......................................................... 1.18%** 1.18% 1.18% 1.18%**
Net investment income............................................ 5.07%** 5.38% 5.78% 6.07%**
Portfolio turnover rate........................................... 14.39% 15.84% 6.98% 9.23%
INDIANA FUND
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $12.07 $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 .31 .65 .66 .67 .66 .68 .71 .69 .74 .80 .79
Net realized &unrealized
gains (losses) .07 .32 .01 .35 (.61) .11 .83 .33 .10 .24 (.01)
--------------------------------------------------------------------------------------------
Total from investment
operations .38 .97 .67 1.02 .05 .79 1.54 1.02 .84 1.04 .78
--------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.32) (.65) (.66) (.66) (.66) (.68) (.71) (.78) (.78) (.76) (.76)
Net realized gains (.02) (.02) - - - - - - - - -
--------------------------------------------------------------------------------------------
Total distributions (.34) (.67) (.66) (.66) (.66) (.68) (.71) (.78) (.78) (.76) (.76)
--------------------------------------------------------------------------------------------
Net asset value,
end of period $12.11 $12.07 $11.77 $11.76 $11.40 $12.01 $11.90 $11.07 $10.83 $10.77 $10.49
===========================================================================================
Total return* 3.14% 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 period
(millions) $58 $55 $51 $49 $47 $48 $37 $24 $15 $11 $6
Ratios to
average net assets:
Expenses .84% .82% .82% .80% .81% .71% .59% .50% .51% .06% -
Expenses excluding waiver
and payments by affiliate .84%** .82% .82% .80% .81% .71% .73% .74% .74% .70% .77%
Net investment income 5.20%** 5.45% 5.69% 5.80% 5.84% 5.62% 6.16% 6.60% 6.91% 7.34% 7.41%
Portfolio turnover rate 13.05% 24.08% 23.54% 10.56% 26.49% 16.12% 7.98% .03% 24.60% .06% 10.67%
MICHIGAN FUND
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 19973
-------------------------------------------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period ............................. $11.02 $10.42 $10.00
--------------------------------------------------
Income from investment operations:
Net investment income ........................................... .27 .51 .30
Net realized and unrealized gains ............................... .15 .67 .32
--------------------------------------------------
Total from investment operations ................................. .42 1.18 .62
--------------------------------------------------
Less distributions from:
Net investment income ........................................... (.29) (.58) (.20)
--------------------------------------------------
Net realized gain................................................ (.02) - -
--------------------------------------------------
Total distributions............................................... (.31) (.58) (.20)
--------------------------------------------------
Net asset value, end of period ................................... $11.13 $11.02 $10.42
==================================================
Total return* .................................................... 3.89% 11.62% 6.17%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) ................................ $13,019 $9,268 $3,884
Ratios to average net assets:
Expenses ........................................................ .25%** .25% .34%**
Expenses excluding waiver and payments by affiliate ............. .92%** 1.01% 1.21%**
Net investment income ........................................... 5.11%** 5.39% 4.90%**
Portfolio turnover rate .......................................... 12.26% 51.81% 42.83%
NEW JERSEY FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 19894
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.92 $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 .30 .63 .64 .65 .66 .67 .69 .68 .69 .71 .58
Net realized & unrealized
gains (losses) .09 .32 (.06) .39 (.55) (.02) .69 .35 .24 .23 .32
-------------------------------------------------------------------------------------------
Total from investment
operations .39 .95 .58 1.04 .11 .65 1.38 1.03 .93 .94 .90
-------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.31) (.64) (.65) (.64) (.65) (.68) (.69) (.71) (.77) (.78) (.38)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $12.00 $11.92 $11.61 $11.68 $11.28 $11.82 $11.85 $11.16 $10.84 $10.68 $10.52
==========================================================================================
Total return* 3.35% 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 period
(millions) $666 $637 $575 $565 $534 $561 $434 $333 $259 $99 $20
Ratios to average net assets:
Expenses .66% .66% .64% .65% .63% .57% .59% .60% .65% .73% .25%
Expenses excluding waiver
and payments by affiliate .66%** .66% .64% .65% .63% .57% .59% .60% .65% .73% .66%**
Net investment income 5.12%** 5.34% 5.58% 5.65% 5.86% 5.60% 6.06% 6.30% 6.40% 6.41% 6.09%**
Portfolio turnover rate 4.05% 12.77% 8.87% 12.04% 31.05% 4.16% 14.12% 3.66% 1.84% 10.86% 7.44%
NEW JERSEY FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
----------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period.............................. $11.98 $11.66 $11.72 $11.30
---------------------------------------------------
Income from investment operations:
Net investment income............................................ .27 .56 .57 .49
Net realized and unrealized gains (losses)....................... .09 .33 (.05) .40
---------------------------------------------------
Total from investment operations.................................. .36 .89 .52 .89
---------------------------------------------------
Less distributions from:
Net investment income............................................ (.28) (.57) (.58) (.47)
---------------------------------------------------
Net asset value, end of period.................................... $12.06 $11.98 $11.66 $11.72
===================================================
Total return*..................................................... 3.05% 7.84% 4.57% 8.02%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................. $38,370 $28,139 $13,095 $4,542
Ratios to average net assets:
Expenses......................................................... 1.22%** 1.21% 1.21% 1.23%**
Net investment income............................................ 4.54%** 4.77% 5.01% 5.15%**
Portfolio turnover rate........................................... 4.05% 12.77% 8.87% 12.04%
OREGON FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.86 $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 .30 .62 .63 .63 .63 .64 .66 .63 .68 .69 .72
Net realized &unrealized
gains (losses) .05 .31 (.05) .38 (.49) (.02) .70 .38 .15 .17 .05
-------------------------------------------------------------------------------------------
Total from investment
operations .35 .93 .58 1.01 .14 .62 1.36 1.01 .83 .86 .77
-------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.32) (.62) (.63) (.63) (.62) (.65) (.65) (.70) (.71) (.71) (.70)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $11.89 $11.86 $11.55 $11.60 $11.22 $11.70 $11.73 $11.02 $10.71 $10.59 $10.44
===========================================================================================
Total return* 3.03% 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 period
(millions) $458 $427 $384 $375 $349 $376 $304 $209 $123 $74 $24
Ratios to average net assets:
Expenses .68% .67% .66% .66% .65% .58% .62% .65% .70% .70% .45%
Expenses excluding waiver
and payments by affiliate .68%** .67% .66% .66% .65% .58% .62% .65% .70% .70% .73%
Net investment income 5.06%** 5.33% 5.52% 5.51% 5.71% 5.47% 5.87% 6.09% 6.40% 6.28% 6.72%
Portfolio turnover rate 6.73% 12.18% 4.47% 6.52% 26.44% 9.42% 7.78% 4.65% 10.74% 12.58% 15.08%
OREGON FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
----------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period ............................. $11.92 $11.61 $11.65 $11.23
----------------------------------------------------
Income from investment operations:
Net investment income............................................ .27 .56 .56 .47
Net realized and unrealized gains (losses) ...................... .05 .31 (.04) .41
----------------------------------------------------
Total from investment operations.................................. .32 .87 .52 .88
----------------------------------------------------
Less distributions from:
Net investment income............................................ (.28) (.56) (.56) (.46)
-----------------------------------------------------
Net asset value, end of period ................................... $11.96 $11.92 $11.61 $11.65
====================================================
Total return*..................................................... 2.72% 7.66% 4.59% 7.99%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................. $25,575 $15,946 $7,100 $2,044
Ratios to average net assets:
Expenses......................................................... 1.24%** 1.22% 1.23% 1.24%**
Net investment income............................................ 4.50%** 4.74% 4.93% 4.87%**
Portfolio turnover rate........................................... 6.73% 12.18% 4.47% 6.52%
PENNSYLVANIA FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $10.56 $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 .28 .58 .60 .62 .62 .63 .64 .64 .65 .66 .69
Net realized & unrealized
gains (losses) .02 .32 (.04) .29 (.41) .01 .70 .38 (.09) .19 .06
-------------------------------------------------------------------------------------------
Total from investment
operations .30 .90 .56 .91 .21 .64 1.34 1.02 .56 .85 .75
-------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (.28)+ (.58) (.61) (.63) (.61) (.63) (.63) (.67) (.72) (.72) (.72)
In excess of net investment
income - (.01) - - - - - - - - -
Net realized gains - (.14) - - - - - - - - -
-------------------------------------------------------------------------------------------
Total distributions (.28) (.73) (.61) (.63) (.61) (.63) (.63) (.67) (.72) (.72) (.72)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $10.58 $10.56 $10.39 $10.44 $10.16 $10.56 $10.55 $ 9.84 $ 9.49 $ 9.65$ 9.52
===========================================================================================
Total return* 2.92% 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 period
(millions) $740 $713 $658 $640 $587 $616 $506 $391 $306 $181 $74
Ratios to average net assets:
Expenses .66% .65% .64% .64% .63% .56% .58% .59% .62% .73% .59%
Expenses excluding waiver
and payments by affiliate .66%** .65% .64% .64% .63% .56% .58% .59% .62% .73% .75%
Net investment income 5.26%** 5.49% 5.84% 5.96% 6.15% 5.90% 6.34% 6.71% 6.82% 6.66% 6.97%
Portfolio turnover rate 6.69% 12.74% 22.24% 9.71% 12.91% 4.73% 5.87% 4.44% 5.23% 6.31% 1.56%
PENNSYLVANIA FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
----------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period.............................. $10.61 $10.43 $10.47 $10.17
----------------------------------------------------
Income from investment operations:
Net investment income............................................ .25 .52 .55 .47
Net realized and unrealized gains (losses) ...................... .02 .33 (.05) .30
----------------------------------------------------
Total from investment operations ................................. .27 .85 .50 .77
----------------------------------------------------
Less distributions from:
Net investment income ........................................... (.25)++++ (.53) (.54) (.47)
Net realized gains .............................................. - (.14) - -
----------------------------------------------------
Total distributions .............................................. (.25) (.67) (.54) (.47)
----------------------------------------------------
Net asset value, end of period ................................... $10.63 $10.61 $10.43 $10.47
====================================================
Total return* .................................................... 2.61% 8.35% 4.98% 7.71%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) ................................ $33,195 $25,899 $11,935 $3,110
Ratios to average net assets:
Expenses ........................................................ 1.22%** 1.21% 1.21% 1.22%**
Net investment income ........................................... 4.68%** 4.89% 5.22% 5.36%**
Portfolio turnover rate .......................................... 6.69% 12.74% 22.24% 9.71%
PUERTO RICO FUND
CLASS A
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
throughout the period)
Net asset value,
beginning of period $11.86 $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 .30 .62 .65 .66 .67 .68 .70 .69 .76 .71 .70
Net realized & unrealized
gains (losses) .09 .36 .02 .30 (.50) .03 .67 .30 .04 .24 .04
-------------------------------------------------------------------------------------------
Total from investment
operations .39 .98 .67 .96 .17 .71 1.37 .99 .80 .95 .74
-------------------------------------------------------------------------------------------
Less distributions from: +
Net investment income (.31)+ (.62) (.65)+ (.67)++(.69) (.69) (.68) (.71) (.72) (.73) (.77)
Net realized gains (.01) (.01) (.10) (.01) - - - - - - -
-------------------------------------------------------------------------------------------
Total distributions (.32) (.63) (.75) (.68) (.69) (.69) (.68) (.71) (.72) (.73) (.77)
-------------------------------------------------------------------------------------------
Net asset value,
end of period $11.93 $11.86 $11.51 $11.59 $11.31 $11.83 $11.81 $11.12 $10.84 $10.76 $10.54
============================================================================================
Total return* 3.30% 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 period
(millions) $214 $210 $193 $191 $177 $175 $145 $113 $92 $83 $80
Ratios to average net assets:
Expenses .76%** .75% .73% .74% .73% .66% .69% .70% .70% .70% .72%
Net investment income 5.06%** 5.35% 5.62% 5.71% 5.95% 5.77% 6.18% 6.45% 7.08% 6.65% 6.76%
Portfolio turnover rate 17.13% 7.94% 21.09% 27.99% 18.30% 5.10% 10.37% 15.01% 6.09% 14.12% 50.57%
PUERTO RICO FUND (CONT.)
CLASS C
SIX MONTHS
ENDED YEAR ENDED FEB. 28
8/31/98
(UNAUDITED) 1998 1997 19961
----------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period.............................. $11.87 $11.53 $11.62 $11.32
----------------------------------------------------
Income from investment operations:
Net investment income............................................ .27 .56 .58 .50
Net realized and unrealized gains................................ .10 .34 .02 .30
----------------------------------------------------
Total from investment operations.................................. .37 .90 .60 .80
----------------------------------------------------
Less distributions from: ++
Net investment income............................................ (.28)++ (.55) (.59) (.49)
Net realized gains............................................... (.01) (.01) (.10) (.01)
----------------------------------------------------
Total distributions............................................... (.29) (.56) (.69) (.50)
----------------------------------------------------
Net asset value, end of period.................................... $11.95 $11.87 $11.53 $11.62
====================================================
Total return*..................................................... 3.10% 8.07% 5.33% 7.21%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)................................. $5.553 $3,615 $1,679 $533
Ratios to average net assets:
Expenses......................................................... 1.32%** 1.31% 1.30% 1.32%**
Net investment income............................................ 4.48%** 4.78% 5.04% 5.16%**
Portfolio turnover rate........................................... 17.13% 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.
+
+Includes distributions in excess of net investment income in the amount of
$.007.
++
++Includes distributions in excess of net investment income in the amount of
$.005.
+++
+++Includes distributions in excess of net investment income in the amount of
$.002.
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
1 6.8% are unrated and have been included in the AAA rating category.
2 8.7% are unrated and have been included in the BBB rating category.
3 14.5% are unrated and have been included in the BB rating category.
4 1.2% are unrated and have been included in the B rating category.
5 This 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.
YEAR 2000. When evaluating current and potential portfolio positions, Year
2000 is one of the factors the funds' manager considers.
The manager will rely upon public filings and other statements made by
issuers about their Year 2000 readiness. The manager, of course, cannot audit
each issuer and its major suppliers to verify their Year 2000 readiness.
If an issuer in which a fund is invested is adversely affected by Year 2000
problems, it is likely that the price of its security will also be adversely
affected. A decrease in the value of one or more of a fund's portfolio
holdings will have a similar impact on the price of the fund's shares. Please
see "Year 2000 Problem" under "Who Manages the Funds?" for more information.
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. Franklin Advisers, Inc. 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 $208 billion
in assets, including more than $50 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
Executive Vice President of Franklin Advisers, Inc.
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 Pomeroy
Portfolio Manager of Franklin Advisers, Inc.
Mr. Pomeroy has been an analyst or portfolio manager for the Connecticut Fund
since 1989 and the Michigan Fund since inception. 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 Franklin Advisers, Inc.
Ms. Wong has been an analyst or portfolio manager for the Connecticut,
Indiana, New Jersey, and Pennsylvania funds since their inception. Ms. Wong
holds a Master's 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 Franklin Advisers, Inc.
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 Franklin Advisers, Inc.
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 Franklin Advisers, Inc.
Ms. Higgins has been an analyst or portfolio manager for the Arizona and
Colorado Funds 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 Franklin Advisers, Inc.
Mr. Orsi has been an analyst or portfolio manager 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 Franklin Advisers, Inc.
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 A CLASS C
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 the manager to waive or limit its fees, the Federal
Intermediate and Michigan funds paid the management fees and total operating
expenses shown. The manager may end this arrangement at any time upon notice
to the Board.
**Due to rounding, Class C 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.
YEAR 2000 PROBLEM. The funds' business operations depend on a worldwide
network of computer systems that contain date fields, including securities
trading systems, securities transfer agent operations and stock market links.
Many of the systems currently use a two digit date field to represent the
date, and unless these systems are changed or modified, they may not be able
to distinguish the Year 1900 from the Year 2000 (commonly referred to as the
Year 2000 problem). In addition, the fact that the Year 2000 is a
non-standard leap year may create difficulties for some systems.
When the Year 2000 arrives, the funds' operations could be adversely affected
if the computer systems used by the manager, its service providers and other
third parties it does business with are not Year 2000 ready. For example, the
funds' portfolio and operational areas could be impacted, including
securities trade processing, interest and dividend payments, securities
pricing, shareholder account services, reporting, custody functions and
others.
The funds' manager and its affiliated service providers are making a
concerted effort to take steps they believe are reasonably designed to
address their Year 2000 problems. Of course, the funds' ability to reduce the
effects of the Year 2000 problem is also very much dependent upon the efforts
of third parties over which the funds and their manager may have no control.
THE RULE 12B-1 PLANS
Each class has a separate distribution or "Rule 12b-1" plan under which the
fund shall pay or may reimburse Distributors or others for the expenses of
activities that are primarily intended to sell shares of the class. 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 A
plans may not exceed 0.10% per year of Class A'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 A 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 B plan, the High Yield Fund pays Distributors up to 0.50% per
year of Class B's average daily net assets to pay Distributors for providing
distribution and related services and bearing certain Class B expenses. All
distribution expenses over this amount will be borne by those who have
incurred them. Securities Dealers are not eligible to receive this portion of
the Rule 12b-1 fees associated with the purchase.
The High Yield Fund may also pay a servicing fee of up to 0.15% per year of
Class B's average daily net assets under the Class B plan. 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. Securities Dealers may be eligible to
receive this portion of the Rule 12b-1 fees from the date of purchase. After
8 years, Class B shares convert to Class A shares and Securities Dealers may
then receive the Rule 12b-1 fees applicable to Class A.
The expenses relating to the Class B plan are also used to pay Distributors
for advancing the commission costs to Securities Dealers with respect to the
initial sale of Class B shares. Further, the expenses relating to the Class B
plan may be used by Distributors to pay third party financing entities that
have provided financing to Distributors in connection with advancing
commission costs to Securities Dealers.
Under the Class C plans, a fund may pay Distributors up to 0.50% per year of
Class C's average daily net assets to pay Distributors or others for
providing distribution and related services and bearing certain Class C
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 C
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 C's
average daily net assets under the Class C 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.
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.
<TABLE>
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<S> <C>
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TAXATION OF THE FUNDS' INVESTMENTS. Each HOW DO THE FUNDS EARN
fund invests your money in the municipal INCOME AND GAINS?
and other securities described in the
section "How Do the Funds Invest Their Each fund earns interest and other income
Assets?" Special tax rules may apply when (the fund's "income") on its investments.
determining the income and gains that each When a fund sells a security for a price
fund earns on its investments. These rules that is higher than it paid, it has a
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 WHAT IS A DISTRIBUTION?
DISTRIBUTIONS. Distributions made to you As a shareholder, you will receive your
from interest income on municipal share of a fund's income and gains on its
securities will be exempt from the regular investments. A fund's interest income on
federal income tax. Distributions made to municipal securities is paid to you as
you from other income on temporary exempt-interest dividends. A fund's
investments, short-term capital gains, or ordinary income and short-term capital
ordinary income from the sale of market gains are paid to you as ordinary
discount bonds will be taxable to you as dividends. A fund's long-term capital
ordinary dividends, whether you receive gains are paid to you as capital gain
them in cash or in additional shares. distributions. If a fund pays you an
Distributions made to you from interest on amount in excess of its income and gains,
certain private activity bonds, while this excess will generally be treated as
still exempt from the regular federal a non-taxable distribution. These
income tax, are a preference item when amounts, taken together, are what we call
determining your alternative minimum tax. a fund's distributions to you.
The fund will send you a statement in
January of the current year that reflects
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.
will be treated as a long-term capital
loss to the extent of any long-term
capital gain distributions paid on your
shares. All or a portion of any loss on
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
account, IRS regulations require that you WITHHOLDING?
provide your taxpayer identification
number ("TIN"), certify that it is Backup withholding occurs when a fund is
correct, and certify that you are not required to withhold and pay over to the
subject to backup withholding under IRS IRS 31% of your distributions and
rules. If you fail to provide a correct redemption proceeds. You can avoid backup
TIN or the proper tax certifications, the withholding by providing the fund with
IRS requires the fund to withhold 31% of your TIN, and by completing the tax
all the distributions (including ordinary certifications on your shareholder
dividends and capital gain distributions), application that you were asked to sign
and redemption proceeds paid to you. The when you opened your account. However, if
fund is also required to begin backup the IRS instructs the fund to begin
withholding on your account if the IRS backup withholding, it is required to do
instructs the fund to do so. The fund so even if you provided the fund with
reserves the right not to open your your TIN and these tax certifications,
account, or, alternatively, to redeem your and backup withholding will remain in
shares at the current Net Asset Value, place until the fund is instructed by the
less any taxes withheld, if you fail to IRS that it is no longer required.
provide a correct TIN, fail to provide the
proper tax certifications, or the IRS
instructs the fund to begin backup
withholding on your account.
-------------------------------------------
</TABLE>
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.
HOW IS THE TRUST ORGANIZED?
The funds are series of 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 High Yield, Federal Intermediate,
Indiana, and Michigan funds, each fund offers two classes of shares: Franklin
Arizona Tax-Free Income Fund - Class A, Franklin Colorado Tax-Free Income
Fund - Class A, Franklin Connecticut Tax-Free Income Fund - Class A, Franklin
New Jersey Tax-Free Income Fund - Class A, Franklin Oregon Tax-Free Income
Fund - Class A, Franklin Pennsylvania Tax-Free Income Fund - Class A,
Franklin Puerto Rico Tax-Free Income Fund - Class A and Franklin Arizona
Tax-Free Income Fund - Class C, Franklin Colorado Tax-Free Income Fund -
Class C, Franklin Connecticut Tax-Free Income Fund - Class C, Franklin New
Jersey Tax-Free Income Fund - Class C, Franklin Oregon Tax-Free Income Fund -
Class C, Franklin Pennsylvania Tax-Free Income Fund - Class C and Franklin
Puerto Rico Tax-Free Income Fund - Class C. All shares of the Federal
Intermediate, Indiana and Michigan funds are considered Class A shares. The
High Yield Fund offers three classes of shares: Franklin High Yield Tax-Free
Income Fund - Class A, Franklin High Yield Tax-Free Income Fund - Class B
and Franklin High Yield Tax-Free Income Fund - Class C. 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 be called by the Board to consider the
removal of a Board member if requested in writing 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. A special meeting may also be called by the Board in its
discretion.
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 a regular account............................. $1,000
o To open a custodial account for a minor (an UGMA/UTMA account) $ 100
o To open an account with an automatic investment plan.. $ 50
o To add to an account.................................. $ 50
We reserve the right to change the amount of these minimums from time to
time or to waive or lower these minimums for certain purchases. We also
reserve the right to refuse any order to buy shares.
3. Carefully complete and sign the enclosed account 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 INVEST YOUR PURCHASE IN CLASS A 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 account 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. Your financial
representative can help you decide.
CLASS A* CLASS B* CLASS C*
- --------------------------------------------------------------------------------
o Front-end sales charge o No front-end sales o Front-end sales charge
of 4.25% or less charge of 1%
o Contingent Deferred o Contingent Deferred o Contingent Deferred
Sales Charge of 1% on Sales Charge of 4% or Sales Charge of 1% on
purchases of $1 less on shares you shares you sell
million or more sold sell within six years within 18 months
within one year
o Lower annual expenses o Higher annual expenses o Higher annual expenses
than Class B or C due than Class A (same as than Class A (same as
to lower Rule 12b-1 Class C) due to higher Class B) due to
fees Rule 12b-1 fees. higher Rule 12b-1
Automatic conversion fees. No conversion
to Class A shares to Class A shares, so
after eight years, annual expenses do
reducing future annual not decrease.
expenses.
o No maximum purchase o Maximum purchase amount o Maximum purchase
amount of $249,999. We invest amount of $999,999.
any investment of We invest any
$250,000 or more in investment of $1
Class A shares, since million or more in
a reduced front-end Class A shares, since
sales charge is there is no front-end
available and Class sales charge and
A's annual expenses Class A's annual
are lower. expenses are lower.
*Before January 1, 1999, Class A shares were designated Class I and Class C
shares were designated Class II. The High Yield Fund began offering Class B
shares on January 1, 1999.
PURCHASE PRICE OF FUND SHARES
For Class A shares, the sales charge you pay depends on the dollar amount you
invest, as shown in the table below. The sales charge for Class C shares is
1% and, unlike Class A, does not vary based on the size of your purchase.
There is no front-end sales charge for Class B shares.
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 A (ALL FUNDS EXCEPT FEDERAL INTERMEDIATE)
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....... 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000..... 2.00% 2.04% 1.85%
$1,000,000 or more*................... None None None
CLASS B*.............................. None None None
CLASS C
Under $1,000,000*..................... 1.00% 1.01% 1.00%
FEDERAL INTERMEDIATE FUND
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
*A Contingent Deferred Sales Charge of 1% may apply to Class A purchases of
$1 million or more and any Class C purchase. A Contingent Deferred Sales
Charge of up to 4% may apply to any Class B 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.
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 A ONLY. To determine if you may pay a
reduced sales charge, the amount of your current Class A 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 A ONLY. You may buy Class A shares at a reduced
sales charge by completing the Letter of Intent section of the account
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 A shares.
BY COMPLETING THE LETTER OF INTENT SECTION OF THE ACCOUNT APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
o You authorize Distributors to reserve 5% of your total intended purchase in
Class A 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 A ONLY. If you are a member of a qualified group, you
may buy Class A 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 A shares only,
except for items 1 and 2 which also apply to Class B and C 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 C shareholders who
chose to reinvest their distributions in Class A 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 A
shares of the fund.
2. Redemption proceeds from the sale of shares of any Franklin Templeton
Fund. The proceeds must be reinvested in the same class of shares, except
proceeds from the sale of Class B shares will be reinvested in Class A
shares.
If you paid a Contingent Deferred Sales Charge when you sold your Class A
or C shares, we will credit your account with the amount of the Contingent
Deferred Sales Charge paid but a new Contingent Deferred Sales Charge will
apply. For Class B shares reinvested in Class A, a new Contingent Deferred
Sales Charge will not apply, although your account will not be credited
with the amount of any Contingent Deferred Sales Charge paid when you sold
your Class B shares. If you own both Class A and B shares and you later
sell your shares, we will sell your Class A shares first, unless otherwise
instructed.
Proceeds immediately placed in a Franklin Bank CD also may be reinvested
without an initial sales charge if you reinvest them within 365 days from
the date the CD matures, including any rollover.
This waiver does not apply to shares you buy and sell under our exchange
program. Shares purchased with the proceeds from a money fund may be
subject to a sales charge.
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 sold your Class A
shares from a Templeton Global Strategy Fund, we will credit your account
with the amount of the contingent deferred sales charge paid but a new
Contingent Deferred Sales Charge will apply.
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 A 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. The minimum initial
investment is $250.
4. Qualified registered investment advisors who buy through a broker-dealer
or service agent who has entered into an agreement with Distributors
5. Registered Securities Dealers and their affiliates, for their investment
accounts only
6. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer
7. 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. The minimum initial
investment is $100.
8. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
9. Accounts managed by the Franklin Templeton Group
10. 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 B and C purchases and certain Class A 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 A purchases of $1 million or more - up to 0.75% of the amount
invested.
2. Class B purchases - up to 3% of the amount invested.
3. Class C purchases - up to 1% of the purchase price.
4. Class A 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 3 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 A shares, you may exchange into any of our money funds
except Franklin Templeton Money Fund. Franklin Templeton Money Fund is the
only money fund exchange option available to Class B and C shareholders.
Unlike our other money funds, shares of Franklin Templeton Money Fund may not
be purchased directly and no drafts (checks) may be written on Franklin
Templeton Money Fund 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 B or C 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 can exchange shares between most Franklin Templeton Funds, generally
without paying any additional sales charges. If you exchange shares held for
less than six months, however, you may be charged the difference between the
front-end sales charge of the two funds if the difference is more than 0.25%.
If you exchange shares from a money fund, a sales charge may apply no matter
how long you have held the shares.
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. The purchase price for determining a Contingent Deferred Sales
Charge on exchanged shares will be the price you paid for the original shares.
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 A 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 B or C shares for the same
class of shares of Franklin Templeton Money Fund, 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 must meet the applicable minimum investment amount of the fund you are
exchanging into, or exchange 100% of your fund shares.
o You may only exchange shares within the same class, except as noted below.
If you exchange your Class B shares for the same class of shares of
another Franklin Templeton Fund, the time your shares are held in that
fund will count towards the eight year period for automatic conversion to
Class A shares.
o Generally exchanges may only be made between identically registered
accounts, unless you send written instructions with a signature guarantee.
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. 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 A 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 A
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 A 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 addi-tional 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 $100,000 or less. Institutional
accounts may exceed $100,000 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 A 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 A 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 A purchases over $250 million
in the High Yield Fund. For any Class C 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.
For Class B shares, there is a Contingent Deferred Sales Charge if you sell
your shares within six years, as described in the table below. The charge is
based on the value of the shares sold or the Net Asset Value at the time of
purchase, whichever is less.
THIS % IS DEDUCTED
IF YOU SELL YOUR CLASS B FROM YOUR PROCEEDS AS A
SHARES WITHIN THIS MANY CONTINGENT DEFERRED
YEARS AFTER BUYING THEM SALES CHARGE
- ------------------------------------------------------
1 YEAR...................... 4
2 Years..................... 4
3 Years..................... 3
4 Years..................... 3
5 Years..................... 2
6 Years..................... 1
7 Years..................... 0
FOR EACH CLASS, WE WILL FIRST REDEEM ANY SHARES IN YOUR ACCOUNT THAT ARE NOT
SUBJECT TO A CONTINGENT DEFERRED SALES 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, up to 1% monthly, 3% quarterly, 6% semiannually or 12%
annually of your account's Net Asset Value depending on the frequency of
your plan
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.
Each fund declares dividends daily from its net investment income and pays
them monthly on or about the 20th day of the month. Your account may begin to
receive dividends on the day after we receive your investment and will
continue to receive dividends through the day we receive a request to sell
your shares. Capital gains, if any, may be distributed twice a year. The
amount of these distributions will vary and there is no guarantee a fund will
pay dividends. The funds do not pay "interest" or guarantee any fixed rate of
return on an investment in their shares.
Please keep in mind that if you invest in a fund shortly before the fund
deducts a capital gain distribution from its Net Asset Value, you will
receive some of your investment back in the form of a taxable distribution.
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.
DISTRIBUTION OPTIONS
You may receive your distributions from a fund in any of these ways:
1. BUY ADDITIONAL SHARES OF THE FUND - You may reinvest distributions you
receive from the fund in additional shares of the fund (without a sales
charge or imposition of a Contingent Deferred Sales Charge). 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.
Please note that distributions may only be directed to an existing account.
3. RECEIVE DISTRIBUTIONS IN CASH - You may receive your distributions from a
fund in cash. If you have the money sent to another person or to a checking
or savings account, you may need a signature guarantee. If you send the money
to a checking or savings account, please see "Electronic Fund Transfers"
under "Services to Help You Manage Your Account."
Distributions may be reinvested only in the same class of shares, except as
follows: (i) Class C shareholders who chose to reinvest their distributions
in Class A shares of the fund or another Franklin Templeton Fund before
November 17, 1997, may continue to do so; and (ii) Class B and C shareholders
may reinvest their distributions in shares of any Franklin Templeton money
fund.
PLEASE INDICATE ON YOUR APPLICATION THE DISTRIBUTION OPTION YOU HAVE CHOSEN,
OTHERWISE WE WILL REINVEST YOUR DISTRIBUTIONS IN THE SAME SHARE 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 for each class 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, the funds
accept written instructions signed by only one owner for transactions and
account changes that could otherwise be made by phone. For all other
transactions and changes, all registered owners must sign the instructions.
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 $100,000 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 $250, or less than $50
for employee accounts and custodial accounts for minors. 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 $1,000, or $100 for employee accounts and custodial accounts
for minors. These minimums do not apply to accounts managed by the Franklin
Templeton Group.
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 or savings account to a fund each month to buy additional shares. If
you are interested in this program, please refer to the account 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 calling Shareholder Services.
AUTOMATIC PAYROLL DEDUCTION - CLASS A ONLY
You may have money transferred from your paycheck to a fund to buy additional
Class A 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 account 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 or savings account. If you choose to
have the money sent to a checking or savings account, please see "Electronic
Fund Transfers" 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
You may choose to have dividend and capital gain distributions or payments
under a systematic withdrawal plan sent directly to a checking or savings
account. If the 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 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 A, B or C 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. The code
numbers are as follows:
CODE NUMBER
CLASS A CLASS B CLASS C
- ----------------------------------------------------------
Arizona Fund ........... 126 - 226
Colorado Fund .......... 127 - 227
Connecticut Fund ....... 166 - 266
Federal Intermediate Fund 174 - -
High Yield Fund ........ 130 330 230
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 the manager 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
BOARD - The Board of Trustees of the Trust
CD - Certificate of deposit
CLASS A, CLASS B AND CLASS C - Each fund, except the Federal Intermediate,
High Yield, Indiana and Michigan funds, offers two classes of shares,
designated "Class A" and
"Class C." In addition to Class A and Class C, the High Yield fund offers
"Class B." The three 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 A shares for redemption, exchange and
other purposes.
CODE - Internal Revenue Code of 1986, as amended
CONTINGENCY PERIOD - For Class A shares, the 12 month period during which a
Contingent Deferred Sales Charge may apply. The contingency period is six
years for Class B shares and 18 months for Class C shares. The holding period
begins on the day you buy your shares. For example, if you buy 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 Class A or C shares within the Contingency Period. For Class
B, the maximum CDSC is 4% and declines to 0% after six years.
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.
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 A and 1% for Class C for each fund
except the Federal Intermediate Fund. The maximum front-end sales charge for
the Federal Intermediate Fund is 2.25%. There is no front-end sales charge
for Class B. We calculate the offering price to two decimal places using
standard rounding criteria.
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 andinterest.
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.
SHARE CLASS REDESIGNATION
EFFECTIVE JANUARY 1, 1999
Class A - Formerly Class I
Class B - New Share Class
(High Yield Fund Only)
Class C - Formerly Class II
SUPPLEMENT DATED JANUARY 1, 1999
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
FRANKLIN TAX-FREE TRUST
(TF3 - ARIZONA, COLORADO, CONNECTICUT, FEDERAL INTERMEDIATE-TERM, HIGH YIELD,
INDIANA, MICHIGAN, NEW JERSEY, OREGON, PENNSYLVANIA AND PUERTO RICO TAX-FREE
INCOME FUNDS)
DATED JULY 1, 1998
The Statement of Additional Information is amended as follows:
I. As of January 1, 1999, the High Yield Fund offers three classes of
shares: Class A, Class B and Class C. The Arizona, Colorado,
Connecticut, New Jersey, Oregon, Pennsylvania and Puerto Rico funds each
offer two classes of shares: Class A and Class C. The Federal
Intermediate, Indiana and Michigan funds each offer one class of shares,
which is considered Class A shares.
Before January 1, 1999, Class A shares were designated Class I and Class
C shares were designated Class II. All references in the Statement of
Additional Information to Class I shares are replaced with Class A, and
all references to Class II shares are replaced with Class C.
II. The following is added to the "Officers and Trustees" section:
As of November 25, 1998, the officers and Board members, as a group,
owned of record and beneficially the following shares of the funds:
approximately 74 shares of the Arizona Fund - Class A, 75 shares of the
Connecticut Fund - Class A, 75 shares of the Federal Intermediate Fund,
177 shares of the High Yield Fund - Class A, 70 shares of the Indiana
Fund, 33,819 shares of the New Jersey Fund - Class A, 71 shares of the
Oregon Fund - Class A, 80 shares of the Pennsylvania Fund - Class A, and
71 shares of the Puerto Rico Fund - Class A, or less than 1% of the
total outstanding shares of each fund's Class A shares.
III. In the section "The Rule 12b-1 Plans," found under "The Funds'
Underwriter,"
(a) the first sentence is replaced with the following:
Each class has a separate distribution or "Rule 12b-1" plan that was
adopted pursuant to Rule 12b-1 of the 1940 Act.
(b) and the following paragraphs are added after the section "The Class
I Plans":
THE CLASS B PLAN - HIGH YIELD FUND ONLY. Under the Class B plan, the
High Yield Fund pays Distributors up to 0.50% per year of the class'
average daily net assets, payable quarterly, to pay Distributors or
others for providing distribution and related services and bearing
certain expenses. All distribution expenses over this amount will be
borne by those who have incurred them. The High Yield Fund may also pay
a servicing fee of up to 0.15% per year of the class' average daily net
assets, payable quarterly. 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 expenses relating to the Class B plan are also used to pay
Distributors for advancing the commission costs to Securities Dealers
with respect to the initial sale of Class B shares. Further, the
expenses relating to the Class B plan may be used by Distributors to pay
third party financing entities that have provided financing to
Distributors in connection with advancing commission costs to Securities
Dealers.
IV. The following information is added to the applicable sections under
"How Do the Funds Measure Performance?":
TOTAL RETURN
The average annual total returns for the indicated periods ended August
31, 1998, were:
<TABLE>
<CAPTION>
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
<S> <C> <C> <C> <C> <C>
Arizona Fund - Class A 09/01/87 3.02% 4.87% 7.49 % 7.35%
Arizona Fund - Class C 05/01/95 4.99 - - 6.48
Colorado Fund - Class A 09/01/87 3.96 5.22 7.81 7.70
Colorado Fund - Class C 05/01/95 5.98 - - 7.07
Connecticut Fund - Class A 10/03/88 3.52 4.75 - 6.78
Connecticut Fund - Class C 05/01/95 5.54 - - 6.71
Federal Intermediate Fund 09/23/92 5.18 5.61 - 6.70
High Yield Fund - Class A 03/18/86 4.67 6.58 8.34 8.28
High Yield Fund - Class C 05/01/95 6.57 - - 8.19
Indiana Fund 09/01/87 3.42 4.95 7.78 7.72
Michigan Fund 07/01/96 6.32 - - 7.83
New Jersey Fund - Class A 05/12/88 3.60 4.79 7.46 7.56
New Jersey Fund - Class C 05/01/95 5.49 - - 6.70
Oregon Fund - Class A 09/01/87 2.94 4.78 7.28 7.04
Oregon Fund - Class C 05/01/95 4.81 - - 6.52
Pennsylvania Fund - Class A 12/01/86 3.50 5.17 7.67 6.86
Pennsylvania Fund - Class C 05/01/95 5.41 - - 6.74
Puerto Rico Fund - Class A 04/03/85 3.50 5.18 7.43 7.62
Puerto Rico Fund - Class C 05/01/95 5.51 - - 6.77
The cumulative total returns for the indicated periods ended August 31, 1998, were:
INCEPTION FROM
DATE ONE-YEAR FIVE-YEAR TEN-YEAR INCEPTION
<S> <C> <C> <C> <C> <C>
Arizona Fund - Class A 09/01/87 3.02% 26.82% 105.98% 118.36%
Arizona Fund - Class C 05/01/95 4.99 - - 23.29
Colorado Fund - Class A 09/01/87 3.96 28.97 112.04 126.23
Colorado Fund - Class C 05/01/95 5.98 - - 25.62
Connecticut Fund - Class A 10/03/88 3.52 26.11 - 91.66
Connecticut Fund - Class C 05/01/95 5.54 - - 24.19
Federal Intermediate Fund 09/23/92 5.18 31.40 - 46.96
High Yield Fund - Class A 03/18/86 4.67 37.55 122.77 169.42
High Yield Fund - Class C 05/01/95 6.57 - - 30.06
Indiana Fund 09/01/87 3.42 27.32 111.57 126.65
Michigan Fund 07/01/96 6.32 - - 17.75
New Jersey Fund - Class A 05/12/88 3.60 26.36 105.39 112.08
New Jersey Fund - Class C 05/01/95 5.49 - - 24.15
Oregon Fund - Class A 09/01/87 2.94 26.27 101.87 111.50
Oregon Fund - Class C 05/01/95 4.81 - - 23.45
Pennsylvania Fund - Class A 12/01/86 3.50 28.66 109.31 118.07
Pennsylvania Fund - Class C 05/01/95 5.41 - - 24.33
Puerto Rico Fund - Class A 04/03/85 3.50 28.73 104.82 168.04
Puerto Rico Fund - Class C 05/01/95 5.51 - - 24.45
</TABLE>
YIELD
The yields for the 30-day period ended August 31, 1998, were:
CLASS A CLASS C
Arizona Fund 4.13% 3.70%
Colorado Fund 4.13 3.72
Connecticut Fund 4.02 3.61
Federal Intermediate Fund3.93 -
High Yield Fund 4.79 4.41
Indiana Fund 4.08 -
Michigan Fund 4.56 -
New Jersey Fund 4.11 3.71
Oregon Fund 4.04 3.62
Pennsylvania Fund 4.25 3.83
Puerto Rico Fund 4.06 3.64
The taxable-equivalent yields for the 30-day period ended August 31,
1998, were:
CLASS A CLASS C
Arizona Fund 7.21% 6.46%
Colorado Fund 7.20 6.48
Connecticut Fund 6.97 6.26
Federal Intermediate Fund 6.51 -
High Yield Fund 7.93 7.30
Indiana Fund 7.07 -
Michigan Fund 6.78 -
New Jersey Fund 7.27 6.56
Oregon Fund 7.35 6.59
Pennsylvania Fund 7.24 6.52
Puerto Rico Fund 6.72 6.03
CURRENT DISTRIBUTION RATE
The current distribution rates for the 30-day period ended August 31,
1998, were:
CLASS A CLASS C
Arizona Fund 4.82% 4.40%
Colorado Fund 4.73 4.31
Connecticut Fund 4.88 4.51
Federal Intermediate Fund 4.56 -
High Yield Fund 5.30 4.89
Indiana Fund 4.93 -
Michigan Fund 4.96 -
New Jersey Fund 4.88 4.47
Oregon Fund 4.93 4.50
Pennsylvania Fund 5.00 4.58
Puerto Rico Fund 4.82 4.41
The taxable-equivalent distribution rates for the 30-day period ended
August 31, 1998, were:
CLASS A CLASS C
Arizona Fund 8.42% 7.68%
Colorado Fund 8.24 7.51
Connecticut Fund 8.46 7.82
Federal Intermediate Fund 7.55 -
High Yield Fund 8.77 8.10
Indiana Fund 8.54 -
Michigan Fund 8.59 -
New Jersey Fund 8.63 7.90
Oregon Fund 8.97 8.19
Pennsylvania Fund 8.52 7.80
Puerto Rico Fund 7.98 7.30
V. Under "Miscellaneous Information," the following is added:
The Information Services & Technology division of Resources established
a Year 2000 Project Team in 1996. This team has already begun making
necessary software changes to help the computer systems that service the
funds and their shareholders to be Year 2000 compliant. After completing
these modifications, comprehensive tests are conducted in one of
Resources' U.S. test labs to verify their effectiveness. Resources
continues to seek reasonable assurances from all major hardware,
software or data-services suppliers that they will be Year 2000
compliant on a timely basis. Resources is also beginning to develop a
contingency plan, including identification of those mission critical
systems for which it is practical to develop a contingency plan.
However, in an operation as complex and geographically distributed as
Resources' business, the alternatives to use of normal systems,
especially mission critical systems, or supplies of electricity or long
distance voice and data lines are limited.
As of November 25, 1998, the principal shareholders of the funds,
beneficial or of record, were as follows:
NAME AND ADDRESS SHARE AMOUNT PERCENTAGE
- ------------------------------------------------------------------------
MICHIGAN FUND
Franklin Resources Inc. 245,077.831 17.92%
Corporate Accounting
Attn Michael Corcoran
555 Airport Blvd. 4th Fl
Burlingame, CA 94010
VI. The following is added to the section "Financial Statements":
The unaudited financial statements contained in the Semiannual Report to
Shareholders of the Trust, for the six-month period ended August 31,
1998, are incorporated herein by reference.
VII. In the "Useful Terms and Definitions" section, the definitions
of "Class I and Class II" and "Offering Price" are replaced with the
following:
CLASS A, CLASS B AND CLASS C - The High Yield Fund offers three classes
of shares, designated "Class A," "Class B" and "Class C." The Arizona,
Colorado, Connecticut, New Jersey, Oregon, Pennsylvania and Puerto Rico
funds each offer two classes of shares, designated "Class A" and "Class
C." The 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 A shares for redemption, exchange
and other purposes.
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.
For all funds except the Federal Intermediate Fund, the maximum
front-end sales charge is 4.25% for Class A and 1% for Class C. The
maximum front-end sales charge for the Federal Intermediate Fund is
2.25%. There is no front-end sales charge for Class B. We calculate the
offering price to two decimal places using standard rounding criteria.
Please keep this supplement for future reference.
FRANKLIN TAX-FREE TRUST
FILE NOS. 02-94222
& 811-4149
FORM N-1A
PART C
OTHER INFORMATION
ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements
Audited Financial Statements incorporated herein by reference to the
Registrant's Annual Report to Shareholders for fiscal year ended
February 28, 1998 as filed electronically with the Securities and
Exchange Commission on Form Type N-30D on April 24, 1998.
(i) Financial Highlights
(ii) Statement of Investments - February 28, 1998
(iii) Statements of Assets and Liabilities - February 28, 1998
(iv) Statements of Operations - for the year ended February 28, 1998
(v) Statements of Changes in Net Assets - for the years ended
February 28, 1998 and 1997
(vi) Notes to Financial Statements
(vii) Independent Auditors' Report
Unaudited Financial Statements incorporated herein by reference to the
Registrant's Semi-Annual Report to Shareholders for six months ended
August 31, 1998 as filed electronically with the Securities and
Exchange Commission on Form Type N-30D on November 11, 1998.
(i) Financial Highlights
(ii) Statement of Investments - August 31, 1998 (unaudited)
(iii) Statements of Assets and Liabilities - August 31, 1998 (unaudited)
(iv) Statements of Operations - for the six months ended August 31,
1998 (unaudited)
(v) Statements of Changes in Net Assets - for the six months ended
August 31, 1998 (unaudited) and the year ended February 28, 1998
(vi) Notes to Financial Statements
b) Exhibits:
The following exhibits are incorporated by reference as noted, except
Exhibits 6(ii), 8(iv), 8(v), 11(i), 15(iv) and 18(ii), which are
attached.
(1) copies of the charter as now in effect;
(i) Restated Agreement and Declaration of Trust dated October
26, 1984
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(ii) Certificate of Amendment of Agreement and Declaration of
Trust dated July 16, 1991
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iii) Certificate of Amendment of Agreement and Declaration of
Trust dated April 21, 1992
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iv) Certificate of Amendment of Agreement and Declaration of
Trust dated December 14, 1993
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(v) Certificate of Amendment of Agreement and Declaration of
Trust dated March 21, 1995
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(2) copies of the existing By-Laws or instruments corresponding
thereto;
(i) By-Laws
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(ii) Certificate of Amendment of By-Laws dated December 8, 1987
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iii) Amendment to By-Laws dated April 21, 1992
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iv) Certificate of Amendment of By-Laws dated December 14, 1993
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(v) Amendment to By-Laws dated January 18, 1994
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(3) copies of any voting trust agreement with respect to more than 5
percent of any class of equity securities of the Registrant;
Not Applicable
(4) copies of all instruments defining the rights of the holders of
the securities being registered including, where applicable, the
relevant portion of the articles of incorporation or by-laws of
the Registrant;
Not Applicable
(5) copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(i) Management Agreement between Registrant and Franklin
Investment Advisory Services, Inc. on behalf of Franklin
Connecticut Tax-Free Income Fund dated October 1, 1996
Filing: Post-Effective Amendment No. 24 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: June 27, 1997
(ii) Management Agreement between Registrant and Franklin
Advisers, Inc. dated December 1, 1986
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iii) Amendment to Management Agreement between Registrant and
Franklin Advisers, Inc. dated August 1, 1995
Filing: Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: March 14, 1996
(6) copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies
of all agreements between principal underwriters and dealers;
(i) Amended and Restated Distribution Agreement between
Registrant and Franklin/Templeton Distributors, Inc. dated
March 29, 1995
Filing: Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: March 14, 1996
(ii) Forms of Dealer Agreements effective as of March 1, 1998
between Franklin/Templeton Distributors, Inc. and
Securities Dealers
(7) copies of all bonus, profit sharing, pension or other similar
contracts or arrangements wholly or partly for the benefit of
trustees or officers of the Registrant in their capacity as such;
any such plan that is not set forth in a formal document, furnish
a reasonably detailed description thereof;
Not Applicable
(8) copies of all custodian agreements and depository contracts under
Section 17(f) of the 1940 Act, with respect to securities and
similar investments of the Registrant, including the schedule of
remuneration;
(i) Master Custody Agreement between Registrant and Bank of New
York dated February 16, 1996
Filing: Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: March 14, 1996
(ii) Terminal Link Agreement between Registrant and Bank of New
York dated February 16, 1996
Filing: Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: March 14, 1996
(iii) Amendment dated May 7, 1997 to Master Custody Agreement
between Registrant and Bank of New York dated February 16,
1996
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(iv) Amendment dated February 27, 1998 to Master Custody
Agreement between Registrant and Bank of New York dated
February 16, 1996
(v) Foreign Custody Manager Agreement made as of July 30, 1998,
effective as of February 27, 1998 on behalf of each
Investment Company listed on Schedule 1
(9) copies of all other material contracts not made in the ordinary
course of business which are to be performed in whole or in part
at or after the date of filing the Registration Statement;
(i) Agreement between Registrant and Financial Guaranty
Insurance Company dated March 8, 1985
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(ii) Amendment to Agreement between Registrant and Financial
Guaranty Insurance Company dated November 24, 1992
Registrant: Franklin New York Tax-Free Trust
Filing: Post-Effective Amendment No. 12
to Registration Statement on Form N-1A
File No. 33-7785
Filing Date: April 25, 1995
(iii) Mutual Fund Agreement between Registrant and Financial
Guaranty Insurance Company dated April 30, 1993
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(iv) Subcontract for Fund Administrative Services dated October
1, 1996 and Amendment thereto dated March 11, 1998 between
Franklin Advisers, Inc. and Franklin Templeton Services Inc.
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(v) Subcontract for Fund Administrative Services dated October
1, 1996 and Amendment thereto dated July 1, 1997 between
Franklin Investment Advisory Services, Inc. and Franklin
Templeton Services, Inc.
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(10) an opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will when
sold be legally issued, fully paid and nonassessable;
(i) Opinion and Consent of Counsel dated April 17, 1998
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(11) copies of any other opinions, appraisals or rulings and consents
to the use thereof relied on in the preparation of this
Registration Statement and required by Section 7 of the 1933 Act:
(i) Consent of Independent Auditors
(12) all financial statements omitted from Item 23:
Not Applicable
(13) copies of any agreements or understandings made in consideration
for providing the initial capital between or among the
Registrant, the underwriter, adviser, promoter or initial
stockholders and written assurances from promoters or initial
stockholders that their purchases were made for investment
purposes without any present intention of redeeming or reselling:
(i) Letter of Understanding dated September 21, 1992
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(ii) Letter of Understanding dated April 12, 1995
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(14) copies of the model plan used in the establishment of any
retirement plan in conjunction with which Registrant offers its
securities, any in structions thereto and any other documents
making up the model plan. Such form(s) should disclose the costs
and fees charged in connection therewith;
Not Applicable
(15) copies of any plan entered into by Registrant pursuant to Rule
12b-1 under financing of distribution of Registrant's shares, and
any agreements with any person relating to implementation of such
plan.
(i) Class I shares Distribution Plans pursuant to Rule 12b-1 on
behalf of the following fund:
Dated June 1, 1996
Franklin Michigan Tax-Free Income Fund
Filing: Post-Effective Amendment No. 24 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: June 27, 1997
(ii) Class I shares Distribution Plans pursuant to Rule 12b-1 on
behalf of the following funds:
Dated July 1, 1993:
Franklin Arizona Insured Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax-Free Income Fund
Franklin Florida Insured Tax-Free Income Fund
Dated May 1, 1994:
Franklin Alabama Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Connecticut Tax-Free Income Fund
Franklin Florida Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Indiana Tax-Free Income Fund
Franklin Insured Tax-Free Income Fund
Franklin Kentucky Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland 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 Missouri Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin North Carolina Tax-Free Income Fund
Franklin Ohio Insured Tax-Free Income Fund
Franklin Oregon Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income Fund
Franklin Puerto Rico Tax-Free Income Fund
Franklin Texas Tax-Free Income Fund
Franklin Virginia Tax-Free Income Fund
Filing: Post-Effective Amendment No. 21 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 28, 1995
(iii) Class II shares Distribution Plan pursuant to Rule 12b-1 on
behalf of the following funds:
Dated March 30, 1995:
Franklin Alabama Tax-Free Income Fund - Class II
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 Florida Tax-Free Income Fund - Class II
Franklin Georgia Tax-Free Income Fund - Class II
Franklin High Yield Tax-Free Income Fund - Class II
Franklin Insured Tax-Free Income Fund - Class II
Franklin Louisiana Tax-Free Income Fund - Class II
Franklin Maryland 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
Franklin Missouri Tax-Free Income Fund - Class II
Franklin New Jersey Tax-Free Income Fund - Class II
Franklin North Carolina Tax-Free Income Fund - Class II
Franklin Ohio Insured Tax-Free Income Fund - Class II
Franklin Oregon Tax-Free Income Fund - Class II
Franklin Pennsylvania Tax-Free Income Fund - Class II
Franklin Puerto Rico Tax-Free Income Fund - Class II
Franklin Texas Tax-Free Income Fund - Class II
Franklin Virginia Tax-Free Income Fund - Class II
Filing: Post-Effective Amendment No. 22 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: March 14, 1996
(iv) Form of Distribution Plan pursuant to Rule 12b-1 between
the Registrant on behalf of Franklin High Yield Tax-Free
Income Fund - Class B and Franklin/Templeton Distributors,
Inc.
(16) schedule for computation of each performance quotation provided
in the registration statement in response to Item 22 (which need
not be audited)
Not Applicable
(17) Power of Attorney
(i) Power of Attorney dated March 19, 1998
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(ii) Certificate of Secretary dated March 19, 1998
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(18) copies of any plan entered into by Registrant pursuant to Rule
18f-3 under the 1940 Act
(i) Multiple Class Plan dated October 19, 1995
Filing: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A
File No. 2-94222
Filing Date: April 29, 1998
(ii) Form of Multiple Class Plan on behalf of Franklin High
Yield Tax-Free Income Fund
ITEM 25 PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
None
ITEM 26 NUMBER OF HOLDERS OF SECURITIES
Not Applicable
ITEM 27 INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a Court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
ITEM 28 BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The officers and trustees of the Registrant's managers also serve as officers
and/or trustees for (1) the manager's corporate parent, Franklin Resources,
Inc., and/or (2) other investment companies in the Franklin Templeton Group
of Funds. In addition Mr. Charles B. Johnson was formerly a director of
General Host Corporation. For additional information please see Part B and
Schedules A and D of Form ADV of the Funds' Investment Managers, Franklin
Advisers, Inc. (SEC File 801-26292) and Franklin Investment Advisory
Services, Inc. (SEC File 801-52152), incorporated herein by reference, which
sets forth the officers and trustees of the investment managers and
information as to any business, profession, vocation or employment of a
substantial nature engaged in by those officers and trustees during the past
two years.
ITEM 29 PRINCIPAL UNDERWRITERS
a) Franklin/Templeton Distributors, Inc., ("Distributors") also acts as
principal underwriter of shares of:
Franklin Asset Allocation Fund
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Trust
Franklin Gold Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Mutual Series Fund Inc.
Franklin Municipal Securities Trust
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Exempt Money Fund
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
Templeton American Trust, Inc.
Templeton Capital Accumulator Fund, Inc.
Templeton Developing Markets Trust
Templeton Funds, Inc.
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller Companies Fund, Inc.
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds, Inc.
b) The information required by this Item 29 with respect to each director
and officer of Distributors is incorporated by reference to Part B of this
N-1A and Schedule A of Form BD filed by Distributors with the Securities and
Exchange Commission pursuant to the Securities Act of 1934 (SEC File No.
8-5889).
c) Not Applicable. Registrant's principal underwriter is an affiliated
person of an affiliated person of the Registrant.
ITEM 30 LOCATION OF ACCOUNTS AND RECORDS
The accounts, books or other documents required to be maintained by Section
31 (a) of the Investment Company Act of 1940 are kept by the Registrant or
its shareholder services agent, Franklin/Templeton Investors Services, Inc.,
both of whose address is 777 Mariners Island Blvd., San Mateo, CA. 94404.
ITEM 31 MANAGEMENT SERVICES
There are no management-related service contracts not discussed in Part A or
Part B.
ITEM 32 UNDERTAKINGS
(a) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of removal of any
trustee or trustees when requested in writing to do so by the record holders
of not less than 10 per cent of the Registrant's outstanding shares and to
assist its shareholders in the communicating with other shareholders in
accordance with the requirements of Section 16(c) of the Investment Company
Act of 1940.
(b) The Registrant hereby undertakes to comply with the information
requirements in Item 5 of the Form N-1A by including the required information
in the Registrant's annual report and to furnish each person to whom a
prospectus is delivered a copy of the annual report upon request and without
charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of San Mateo and the State of
California, on the 23rd day of December, 1998.
FRANKLIN TAX-FREE TRUST
By: RUPERT H. JOHNSON, JR.*
Rupert H. Johnson, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
RUPERT H. JOHNSON, JR.* Trustee and Principal
Rupert H. Johnson, Jr. Executive Officer
Dated: December 23, 1998
MARTIN L. FLANAGAN* Principal Financial Officer
Martin L. Flanagan Dated: December 23, 1998
DIOMEDES LOO-TAM* Principal Accounting Officer
Diomedes Loo-Tam Dated: December 23, 1998
FRANK H. ABBOTT, III* Trustee
Frank H. Abbott, III Dated: December 23, 1998
HARRIS J. ASHTON* Trustee
Harris J. Ashton Dated: December 23, 1998
S. JOSEPH FORTUNATO* Trustee
S. Joseph Fortunato Dated: December 23, 1998
EDITH E. HOLIDAY* Trustee
Edith E. Holiday Dated: December 23, 1998
CHARLES B. JOHNSON* Trustee
Charles B. Johnson Dated: December 23, 1998
FRANK W. T. LAHAYE* Trustee
Frank W. T. LaHaye Dated: December 23, 1998
GORDON S. MACKLIN* Trustee
Gordon S. Macklin Dated: December 23, 1998
*By /s/ Larry L. Greene, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN TAX-FREE TRUST
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.B1(i) Restated Agreement and Declaration of Trust *
dated October 26, 1984
EX-99.B1(ii) Certificate of Amendment of Agreement and *
Declaration of Trust dated July 16, 1991
EX-99.B1(iii) Certificate of Amendment of Agreement and *
Declaration of Trust dated April 21, 1992
EX-99.B1(iv) Certificate of Amendment of Agreement and *
Declaration of Trust dated December 14, 1993
EX-99.B1(v) Certificate of Amendment of Agreement and *
Declaration of Trust dated March 21, 1995
EX-99.B2(i) By-Laws *
EX-99.B2(ii) Certificate of Amendment of By-Laws dated *
December 8,1987
EX-99.B2(iii) Amendment to By-Laws dated April 21, 1992 *
EX.99.B2(iv) Certificate of Amendment of By-Laws dated *
December 14, 1993
EX-99.B2(v) Certificate of Secretary dated February 28, 1994 *
EX-99.B5(i) Management Agreement between Registrant and *
Franklin Investment Advisory Services, Inc. on
behalf of Franklin Connecticut Tax-Free Income
Fund dated October 1, 1996
EX-99.B5(ii) Management Agreement between Registrant and *
Franklin Advisers, Inc. dated December 1, 1986
EX-99.B5(iii) Amendment to Management Agreement between *
Registrant and Franklin Advisers, Inc. dated
August 1, 1995
EX-99.B6(i) Amended and Restated Distribution Agreement *
between Registrant and Franklin/Templeton
Distributors, Inc. dated March 29, 1995
EX-99.B6(ii) Dealer Agreements Effective as of March 1, 1998 Attached
between Franklin/Templeton Distributors, Inc.
and securities dealers
EX-99.B8(i) Master Custody Agreement between Registrant and *
Bank of New York dated February 16, 1996
EX-99.B8(ii) Terminal Link Agreement between Registrant and *
Bank of New York dated February 16, 1996
EX-99.B8(iii) Amendment dated May 7, 1997 to Master Custody *
Agreement between Registrant and Bank of New
York dated February 16, 1996
EX-99.B8(iv) Amendment dated February 27, 1998 to Master Attached
Custody Agreement between Registrant and Bank of
New York dated February 16, 1996
EX-99.B8(v) Foreign Custody Manager Agreement made as of Attached
July 30, 1998, effective as of February 27, 1998
on behalf of each Investment Company listed on
Schedule 1
EX-99.B9(i) Agreement between Registrant and Financial *
Guaranty Insurance Company dated March 8, 1985
EX-99.B9(ii) Amendment to Agreement between *
Registrant and Financial Guaranty Insurance
Company dated November 24, 1992
EX-99.B9(iii) Mutual Fund Agreement between Registrant and *
Financial Guaranty Insurance Company dated April
30, 1993
EX-99.B9(iv) Subcontract for Fund Administrative Services *
dated October 1, 1996 and Amendment thereto
dated March 11, 1998 between Franklin Advisers,
Inc. and Franklin Templeton Services Inc.
EX-99.B9(v) Subcontract for Fund Administrative Services *
dated October 1, 1996 and Amendment thereto
dated July 1, 1997 between Franklin Investment
Advisory Services, Inc. and Franklin Templeton
Services, Inc.
EX-99.B10(i) Opinion and Consent of Counsel dated April 17, *
1998
EX-99.B11(i) Consent of Independent Auditors Attached
EX-99.B13(i) Letter of Understanding dated *
September 21, 1992
EX-99.B13(ii) Letter of Understanding dated April 12, 1994 *
EX-99.B15(i) Class I Shares Distribution Plan pursuant to *
Rule 12b-1 on behalf of Franklin Michigan
Tax-Free Income Fund dated June 1, 1996
EX-99.B15(ii) Class I Shares Distribution Plans pursuant to *
Rule 12b-1 dated July 1, 1993 and May 1, 1994
EX-99.B15(iii) Class II Shares Distribution Plan pursuant to *
Rule 12b-1 dated March 30, 1995
EX-99.B15(iv) Form of Distribution Plan pursuant to Rule 12b-1 Attached
between the Registrant on behalf of Franklin
High Yield Tax-Free Income Fund - Class B and
Franklin/Templeton Distributors, Inc.
EX-99.B16(i) Schedule for computation of performance quotation *
EX-99.B17(i) Power of Attorney dated March 19, 1998 *
EX-99.B17(ii) Certificate of Secretary dated March 19, 1998 *
EX-99.B18(i) Multiple Class Plan dated October 19, 1995 *
EX-99.B18(ii) Form of Multiple Class Plan on behalf of Attached
Franklin High Yield Tax-Free Income Fund
*Incorporated by Reference
DEALER AGREEMENT
Effective: March 1, 1998
Dear Securities Dealer:
Franklin/Templeton Distributors, Inc. ("we" or "us") invites you to
participate in the distribution of shares of the Franklin Templeton
investment companies (the "Funds") for which we now or in the future serve as
principal underwriter, subject to the terms of this Agreement. We will notify
you from time to time of the Funds which are eligible for distribution and
the terms of compensation under this Agreement. This Agreement supersedes any
prior dealer agreements between us, as stated in Section 18, below.
1. LICENSING.
(a) You represent that you are (i) a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and are presently
licensed to the extent necessary by the appropriate regulatory agency of each
jurisdiction in which you will offer and sell shares of the Funds, or (ii) a
broker, dealer or other company licensed, registered or otherwise qualified to
effect transactions in securities in a country (a "foreign country") other than
the United States of America (the "U.S.") where you will offer or sell shares of
the Funds. You agree that termination or suspension of such membership with the
NASD, or of your license to do business by any regulatory agency having
jurisdiction, at any time shall terminate or suspend this Agreement forthwith
and shall require you to notify us in writing of such action. If you are not a
member of the NASD but are a broker, dealer or other company subject to the laws
of a foreign country, you agree to conform to the Conduct Rules of the NASD.
This Agreement is in all respects subject to the Conduct Rules of the NASD,
particularly Conduct Rule 2830 of the NASD, which shall control any provision to
the contrary in this Agreement.
(b) You agree to notify us immediately in writing if at any time you are
not a member in good standing of the Securities Investor Protection Corporation
("SIPC").
2. SALES OF FUND SHARES. You may offer and sell shares of each Fund and class of
each Fund only at the public offering price which shall be applicable to, and in
effect at the time of, each transaction. The procedures relating to all orders
and the handling of them shall be subject to the terms of the applicable then
current prospectus and statement of additional information (hereafter, the
"prospectus") and new account application, including amendments, for each such
Fund and each class of such Fund, and our written instructions from time to
time. This Agreement is not exclusive, and either party may enter into similar
agreements with third parties.
3. DUTIES OF DEALER: You agree:
(a) To act as principal, or as agent on behalf of your customers, in all
transactions in shares of the Funds except as provided in Section 4 hereof. You
shall not have any authority to act as agent for the issuer (the Funds), for the
Principal Underwriter, or for any other dealer in any respect, nor will you
represent to any third party that you have such authority or are acting in such
capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares of the Funds only from us
and only for the purpose of covering purchase orders you have already received
from your customers or for your own bona fide investment.
(d) To maintain records of all sales, redemptions and repurchases of shares
made through you and to furnish us with copies of such records on request.
(e) To distribute prospectuses and reports to your customers in compliance
with applicable legal requirements, except to the extent that we expressly
undertake to do so on your behalf.
(f) That you will not withhold placing customers' orders for shares so as
to profit yourself as a result of such withholding or place orders for shares in
amounts just below the point at which sales charges are reduced so as to benefit
from a higher sales charge applicable to an amount below the breakpoint.
(g) That if any shares confirmed to you hereunder are repurchased or
redeemed by any of the Funds within seven business days after such confirmation
of your original order, you shall forthwith refund to us the full concession,
allowed to you on such orders, including any payments we made to you from our
own resources as provided in Section 6(b) hereof with respect to such orders. We
shall forthwith pay to the appropriate Fund the share, if any, of the sales
charge we retained on such order and shall also pay to such Fund the refund of
the concession we receive from you as herein provided (other than the portion of
such concession we paid to you from our own resources as provided in Section
6(b) hereof). We shall notify you of such repurchase or redemption within a
reasonable time after settlement. Termination or suspension of this Agreement
shall not relieve you or us from the requirements of this subsection.
(h) That if payment for the shares purchased is not received within the
time customary or the time required by law for such payment, the sale may be
canceled without notice or demand and without any responsibility or liability on
our part or on the part of the Funds, or at our option, we may sell the shares
which you ordered back to the Funds, in which latter case we may hold you
responsible for any loss to the Funds or loss of profit suffered by us resulting
from your failure to make payment as aforesaid. We shall have no liability for
any check or other item returned unpaid to you after you have paid us on behalf
of a purchaser. We may refuse to liquidate the investment unless we receive the
purchaser's signed authorization for the liquidation.
(i) That you shall assume responsibility for any loss to the Funds caused
by a correction made subsequent to trade date, provided such correction was not
based on any error, omission or negligence on our part, and that you will
immediately pay such loss to the Funds upon notification.
(j) That if on a redemption which you have ordered, instructions in proper
form, including outstanding certificates, are not received within the time
customary or the time required by law, the redemption may be canceled forthwith
without any responsibility or liability on our part or on the part of any Fund,
or at our option, we may buy the shares redeemed on behalf of the Fund, in which
latter case we may hold you responsible for any loss to the Fund or loss of
profit suffered by us resulting from your failure to settle the redemption.
(k) To obtain from your customers all consents required by applicable
privacy laws to permit us, any of our affiliates or the Funds to provide you
either directly or through a service established for that purpose with
confirmations, account statements and other information about your customers'
investments in the Funds.
4. DUTIES OF DEALER: RETIREMENT ACCOUNTS. In connection with orders for the
purchase of shares on behalf of an Individual Retirement Account, Self-Employed
Retirement Plan or other retirement accounts, by mail, telephone, or wire, you
shall act as agent for the custodian or trustee of such plans (solely with
respect to the time of receipt of the application and payments), and you shall
not place such an order until you have received from your customer payment for
such purchase and, if such purchase represents the first contribution to such a
plan, the completed documents necessary to establish the plan and enrollment in
the plan. You agree to indemnify us and Franklin Templeton Trust Company and/or
Templeton Funds Trust Company as applicable for any claim, loss, or liability
resulting from incorrect investment instructions received from you which cause a
tax liability or other tax penalty.
5. CONDITIONAL ORDERS; CERTIFICATES. We will not accept from you any conditional
orders for shares of any of the Funds. Delivery of certificates or confirmations
for shares purchased shall be made by the Funds only against constructive
receipt of the purchase price, subject to deduction for your concession and our
portion of the sales charge, if any, on such sale. No certificates for shares of
the Funds will be issued unless specifically requested.
6. DEALER COMPENSATION.
(a) On each purchase of shares by you from us, the total sales charges and
your dealer concessions shall be as stated in each Fund's then current
prospectus, subject to NASD rules and applicable laws. Such sales charges and
dealer concessions are subject to reductions under a variety of circumstances as
described in the Funds' prospectuses. For an investor to obtain these
reductions, we must be notified at the time of the sale that the sale qualifies
for the reduced charge. If you fail to notify us of the applicability of a
reduction in the sales charge at the time the trade is placed, neither we nor
any of the Funds will be liable for amounts necessary to reimburse any investor
for the reduction which should have been effected.
(b) In accordance with the Funds' prospectuses, we or our affiliates may,
but are not obligated to, make payments to you from our own resources as
compensation for certain sales which are made at net asset value ("Qualifying
Sales"). If you notify us of a Qualifying Sale, we may make a contingent advance
payment up to the maximum amount available for payment on the sale. If any of
the shares purchased in a Qualifying Sale are repurchased or redeemed within
twelve months of the month of purchase, we shall be entitled to recover any
advance payment attributable to the repurchased or redeemed shares by reducing
any account payable or other monetary obligation we may owe to you or by making
demand upon you for repayment in cash. We reserve the right to withhold advances
to you, if for any reason we believe that we may not be able to recover unearned
advances from you. Termination or suspension of this Agreement shall not relieve
you or us from the requirements of this subsection.
7. REDEMPTIONS OR REPURCHASES. Redemptions or repurchases of shares of the Funds
will be made at the net asset value of such shares, less any applicable deferred
sales or redemption charges, in accordance with the applicable prospectuses.
Except as permitted by applicable law, you agree not to purchase any shares from
your customers at a price lower than the net asset value of such shares next
computed by the Funds after the purchase (the "Redemption/Repurchase Price").
You shall, however, be permitted to sell shares of the Funds for the account of
the record owner to the Funds at the Redemption/Repurchase Price for such
shares.
8. EXCHANGES. Telephone exchange orders will be effective only for
uncertificated shares or for which share certificates have been previously
deposited and may be subject to any fees or other restrictions set forth in the
applicable prospectuses. Exchanges from a Fund sold with no sales charge to a
Fund which carries a sales charge, and exchanges from a Fund sold with a sales
charge to a Fund which carries a higher sales charge may be subject to a sales
charge in accordance with the terms of the applicable Fund's prospectus. You
will be obligated to comply with any additional exchange policies described in
the applicable Fund's prospectus, including without limitation any policy
restricting or prohibiting "Timing Accounts" as therein defined.
9. TRANSACTION PROCESSING. All orders are subject to acceptance by us and by the
Fund or its transfer agent, and become effective only upon confirmation by us.
If required by law, each transaction shall be confirmed in writing on a fully
disclosed basis and if confirmed by us, a copy of each confirmation shall be
sent simultaneously to you if you so request. All sales are made subject to
receipt of shares by us from the Funds. We reserve the right in our discretion,
without notice, to suspend the sale of shares of the Funds or withdraw the
offering of shares of the Funds entirely. Orders will be effected at the
price(s) next computed on the day they are received if, as set forth in the
applicable Fund's current prospectus, the orders are received by us, an agent
appointed by us or the Funds prior to the time the price of the Fund's shares is
calculated. Orders received after that time will be effected at the price(s)
computed on the next business day. All orders must be accompanied by payment in
U.S. Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a
U.S. bank, for the full amount of the investment.
10. MULTIPLE CLASSES. We may from time to time provide to you written compliance
guidelines or standards relating to the sale or distribution of Funds offering
multiple classes of shares (each, a "Class") with different sales charges and
distribution related operating expenses. In addition, you will be bound by any
applicable rules or regulations of government agencies or self-regulatory
organizations generally affecting the sale or distribution of shares of
investment companies offering multiple classes of shares.
11. RULE 12B-1 PLANS. You are invited to participate in all distribution plans
(each, a "Plan") adopted for a Class of a Fund or for a Fund that has only a
single Class (each, a "Plan Class") pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act").
To the extent you provide administrative and other services, including, but
not limited to, furnishing personal and other services and assistance to your
customers who own shares of a Plan Class, answering routine inquiries regarding
a Fund or Class, assisting in changing account designations and addresses,
maintaining such accounts or such other services as a Fund may require, to the
extent permitted by applicable statutes, rules, or regulations, we shall pay you
a Rule 12b-1 servicing fee. To the extent that you participate in the
distribution of Fund shares that are eligible for a Rule 12b-1 distribution fee,
we shall also pay you a Rule 12b-1 distribution fee. All Rule 12b-1 servicing
and distribution fees shall be based on the value of shares attributable to
customers of your firm and eligible for such payment, and shall be calculated on
the basis and at the rates set forth in the compensation schedule then in effect
for the applicable Plan (the "Schedule"). Without prior approval by a majority
of the outstanding shares of a particular Class of a Fund which has a Plan, the
aggregate annual fees paid to you pursuant to such Plan shall not exceed the
amounts stated as the "annual maximums" in such Plan Class' prospectus, which
amount shall be a specified percent of the value of such Plan Class' net assets
held in your customers' accounts which are eligible for payment pursuant to this
Agreement (determined in the same manner as such Plan Class uses to compute its
net assets as set forth in its effective prospectus).
You shall furnish us and each Fund that has a Plan Class (each, a "Plan
Fund") with such information as shall reasonably be requested by the Board of
Directors, Trustees or Managing General Partners (hereinafter referred to as
"Directors") of such Plan Fund with respect to the fees paid to you pursuant to
the Schedule of such Plan Fund. We shall furnish to the Boards of Directors of
the Plan Funds, for their review on a quarterly basis, a written report of the
amounts expended under the Plans and the purposes for which such expenditures
were made.
Each Plan and the provisions of any agreement relating to such Plan must be
approved annually by a vote of the Directors of the Fund that has such Plan,
including such persons who are not interested persons of such Plan Fund and who
have no financial interest in such Plan or any related agreement ("Rule 12b-1
Directors"). Each Plan or the provisions of this Agreement relating to such Plan
may be terminated at any time by the vote of a majority of the Rule 12b-1
Directors, or by a vote of a majority of the outstanding shares of the Class
that has such Plan, on sixty (60) days' written notice, without payment of any
penalty. A Plan or the provisions of this Agreement may also be terminated by
any act that terminates the Underwriting Agreement between us and the Fund that
has such Plan, and/or the management or administration agreement between
Franklin Advisers, Inc. or Templeton Investment Counsel, Inc. or their
affiliates and such Plan Fund. In the event of the termination of a Plan for any
reason, the provisions of this Agreement relating to such Plan will also
terminate.
Continuation of a Plan and provisions of this Agreement relating to such
Plan are conditioned on Rule 12b-1 Directors being ultimately responsible for
selecting and nominating any new Rule 12b-1 Directors. Under Rule 12b-1,
Directors of any of the Plan Funds have a duty to request and evaluate, and
persons who are party to any agreement related to a Plan have a duty to furnish,
such information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-1, a Plan Fund is permitted to implement or continue a Plan or the
provisions of this Agreement relating to such Plan from year-to-year only if,
based on certain legal considerations, the Board of Directors of such Plan Fund
is able to conclude that such Plan will benefit the Plan Class. Absent such
yearly determination, such Plan and the provisions of this Agreement relating to
such Plan must be terminated as set forth above. In addition, any obligation
assumed by a Fund pursuant to this Agreement shall be limited in all cases to
the assets of such Fund and no person shall seek satisfaction thereof from
shareholders of a Fund. You agree to waive payment of any amounts payable to you
by us under a Fund's Plan until such time as we are in receipt of such fee from
the Fund.
The provisions of the Plans between the Plan Funds and us shall control
over the provisions of this Agreement in the event of any inconsistency.
12. REGISTRATION OF SHARES. Upon request, we shall notify you of the states or
other jurisdictions in which each Fund's shares are currently noticed,
registered or qualified for offer or sale to the public. We shall have no
obligation to make notice filings of, register or qualify, or to maintain notice
filings of, registration of or qualification of, Fund shares in any state or
other jurisdiction. We shall have no responsibility, under the laws regulating
the sale of securities in any U.S. or foreign jurisdiction, for the
registration, qualification or licensed status of persons offering or selling
Fund shares or for the manner of offering or sale of Fund shares. If it is
necessary to file notice of, register or qualify Fund shares in any foreign
jurisdictions in which you intend to offer the shares of any Funds, it will be
your responsibility to arrange for and to pay the costs of such notice filing,
registration or qualification; prior to any such notice filing, registration or
qualification, you will notify us of your intent and of any limitations that
might be imposed on the Funds, and you agree not to proceed with such notice
filing, registration or qualification without the written consent of the
applicable Funds and of ourselves. Except as stated in this section, we shall
not, in any event, be liable or responsible for the issue, form, validity,
enforceability and value of such shares or for any matter in connection
therewith, and no obligation not expressly assumed by us in this Agreement shall
be implied. Nothing in this Agreement shall be deemed to be a condition,
stipulation or provision binding any person acquiring any security to waive
compliance with any provision of the Securities Act of 1933, as amended (the
"1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the 1940 Act, the rules and regulations of the U.S. Securities and Exchange
Commission, or any applicable laws or regulations of any government or
authorized agency in the U.S. or any other country having jurisdiction over the
offer or sale of shares of the Funds, or to relieve the parties hereto from any
liability arising under such laws, rules and regulations.
13. CONTINUOUSLY OFFERED CLOSED-END FUNDS. This Section 13 relates solely to
shares of Funds that represent a beneficial interest in the Franklin Floating
Rate Trust and shares issued by any other continuously offered closed-end
investment company registered under the 1940 Act for which we or an affiliate of
ours serve as principal underwriter and that periodically repurchases its shares
(each, a "Trust"). Shares of a Trust that are offered to the public will be
registered under the 1933 Act, and are expected to be offered during an offering
period that may continue indefinitely ("Continuous Offering Period"). There is
no guarantee that such a continuous offering will be maintained by a Trust. The
Continuous Offering Period, shares of a Trust and certain of the terms on which
such shares are offered shall be as described in the prospectus of the Trust.
As set forth in a Trust's then current prospectus, we may, but are not
obligated to, provide you with appropriate compensation for selling shares of
the Trust. In addition, you may be entitled to a fee for servicing your clients
who are shareholders in a Trust, subject to applicable law and NASD Conduct
Rules. You agree that any repurchases of shares of a Trust that were originally
purchased as Qualifying Sales shall be subject to Subsection 6(b) hereof.
You expressly acknowledge and understand that, notwithstanding anything to
the contrary in this Agreement:
(a) No Trust has a Rule 12b-1 Plan and in no event will a Trust pay, or
have any obligation to pay, any compensation directly or indirectly to
you.
(b) Shares of a Trust will not be repurchased by either the Trust (other
than through repurchase offers by the Trust from time to time, if any)
or by us and no secondary market for such shares exists currently, or
is expected to develop. Any representation as to a repurchase or
tender offer by a Trust, other than that set forth in the Trust's then
current prospectus, notification letters, reports or other related
material provided by the Trust, is expressly prohibited.
(c) An early withdrawal charge payable by shareholders of a Trust to us
may be imposed on shares accepted for repurchase by the Trust that
have been held for less than a stated period, as set forth in the
Trust's then current Prospectus.
(d) In the event your customer cancels his or her order for shares of a
Trust after confirmation, such shares will not be repurchased,
remarketed or otherwise disposed of by or though us.
14. FUND INFORMATION. No person is authorized to give any information or make
any representations concerning shares of any Fund except those contained in the
Fund's then current prospectus or in materials issued by us as information
supplemental to such prospectus. We will supply reasonable quantities of
prospectuses, supplemental sales literature, sales bulletins, and additional
information as issued by the Fund or us. You agree not to use other advertising
or sales material relating to the Funds except that which (a) conforms to the
requirements of any applicable laws or regulations of any government or
authorized agency in the U.S. or any other country having jurisdiction over the
offering or sale of shares of the Funds, and (b) is approved in writing by us in
advance of such use. Such approval may be withdrawn by us in whole or in part
upon notice to you, and you shall, upon receipt of such notice, immediately
discontinue the use of such sales literature, sales material and advertising.
You are not authorized to modify or translate any such materials without our
prior written consent.
15. INDEMNIFICATION. You agree to indemnify, defend and hold harmless us, the
Funds, and the respective officers, directors and employees of the Funds and us
from any and all losses, claims, liabilities and expenses arising out of (1) any
alleged violation of any statute or regulation (including without limitation the
securities laws and regulations of the U.S. or any state or foreign country) or
any alleged tort or breach of contract, in or related to the offer or sale by
you of shares of the Funds pursuant to this Agreement (except to the extent that
our negligence or failure to follow correct instructions received from you is
the cause of such loss, claim, liability or expense), (2) any redemption or
exchange pursuant to telephone instructions received from you or your agents or
employees, or (3) the breach by you of any of the terms and conditions of this
Agreement. This Section 15 shall survive the termination of this Agreement.
16. TERMINATION; SUCCESSION; ASSIGNMENT; AMENDMENT. Each party to this Agreement
may terminate its participation in this Agreement by giving written notice to
the other parties. Such notice shall be deemed to have been given and to be
effective on the date on which it was either delivered personally to the other
parties or any officer or member thereof, or was mailed postpaid or delivered by
electronic transmission to the other parties' chief legal officers at the
addresses shown herein or in the most recent NASD Manual. This Agreement shall
terminate immediately upon the appointment of a Trustee under the Securities
Investor Protection Act or any other act of insolvency by you. The termination
of this Agreement by any of the foregoing means shall have no effect upon
transactions entered into prior to the effective date of termination. A trade
placed by you subsequent to your voluntary termination of this Agreement will
not serve to reinstate the Agreement. Reinstatement, except in the case of a
temporary suspension of a dealer, will be effective only upon written
notification by us to you. This Agreement will terminate automatically in the
event of its assignment by us. For purposes of the preceding sentence, the word
"assignment" shall have the meaning given to it in the 1940 Act. This Agreement
may not be assigned by you without our prior written consent. This Agreement may
be amended by us at any time by written notice to you and your placing of an
order or acceptance of payments of any kind after the effective date and receipt
of notice of any such Amendment shall constitute your acceptance of such
Amendment.
17. SETOFF; DISPUTE RESOLUTION. Should any of your concession accounts with us
have a debit balance, we may offset and recover the amount owed to us or the
Funds from any other account you have with us, without notice or demand to you.
In the event of a dispute concerning any provision of this Agreement, either
party may require the dispute to be submitted to binding arbitration under the
commercial arbitration rules of the NASD or the American Arbitration
Association. Judgment upon any arbitration award may be entered by any court
having jurisdiction. This Agreement shall be construed in accordance with the
laws of the State of California, not including any provision that would require
the general application of the law of another jurisdiction.
18. ACCEPTANCE; CUMULATIVE EFFECT. This Agreement is cumulative and supersedes
any agreement previously in effect. It shall be binding upon the parties hereto
when signed by us and accepted by you. If you have a current dealer agreement
with us, your first trade or acceptance of payments from us after your receipt
of this Agreement, as it may be amended pursuant to Section 16, above, shall
constitute your acceptance of its terms. Otherwise, your signature below shall
constitute your acceptance of its terms.
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By /s/ Greg Johnson
------------------------
Greg Johnson, President
777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Chief Legal Officer (for legal notices only)
415/312-2000
700 Central Avenue
St. Petersburg, Florida 33701-3628
813/823-8712
- --------------------------------------------------------------------------------
Dealer: If you have NOT previously signed a Dealer Agreement with us, please
complete and sign this section and return the original to us.
__________________________________
DEALER NAME:
By _______________________________
(Signature)
Name:_____________________________
Title: ___________________________
Address: ______________________________
_______________________________________
_______________________________________
Telephone: _______________________
NASD CRD # _______________________
- --------------------------------------------------------------------------------
Franklin Templeton Dealer # ______________________
(Internal Use Only)
- --------------------------------------------------------------------------------
Version 12/31/97
232567.4
Franklin Templeton Distributors, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94403-7777
May 15, 1998
Re: Amendment of Dealer Agreement - Notice Pursuant to Section 16
Dear Securities Dealer:
This letter constitutes notice of amendment of the current Dealer Agreement (the
"Agreement") between Franklin/Templeton Distributors, Inc. ("we" or "us") and
you pursuant to Section 16 of the Agreement. The Agreement is hereby amended as
follows:
1. Defined terms in this amendment have the meanings as stated in the
Agreement unless otherwise indicated.
2. Section 6 is modified to add a subsection 6(c), as follows:
(c) The following limitations apply with respect to shares of each Trust as
described in Section 13 of this Agreement.
(1) Consistent with the NASD Conduct Rules, the total compensation to
be paid to us and selected dealers and their affiliates, including you and your
affiliates, in connection with the distribution of shares of a Trust will not
exceed the underwriting compensation limitation prescribed by NASD Conduct Rule
2710. The total underwriting compensation to be paid to us and selected dealers
and their affiliates, including you and your affiliates, may include: (i) at the
time of purchase of shares a payment to you or another securities dealer of 1%
of the dollar amount of the purchased shares by the Distributor; and (ii) a
quarterly payment at an annual rate of .50% to you or another securities dealer
based on the value of such remaining shares sold by you or such securities
dealer, if after twelve (12) months from the date of purchase, the shares sold
by you or such securities dealer remain outstanding.
(2) The maximum compensation shall be no more than as disclosed in the
section "Payments to Dealers" of the prospectus of the applicable Trust.
Pursuant to Section 16 of the Agreement, your placement of an order or
acceptance of payments of any kind after the effective date and receipt of
notice of this amendment shall constitute your acceptance of this amendment.
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By /s/ Greg Johnson
--------------------------
Greg Johnson, President
777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Chief Legal Officer (for legal notices only)
650/312-2000
100 Fountain Parkway
St. Petersburg, FL 33716
813/299-8712
MUTUAL FUND PURCHASE AND SALES AGREEMENT
FOR ACCOUNTS OF BANK AND TRUST COMPANY CUSTOMERS
EFFECTIVE: APRIL 1, 1998
1. INTRODUCTION
The parties to this Agreement are the undersigned bank or trust company
("Bank") and Franklin/Templeton Distributors, Inc. ("FTDI"). This Agreement sets
forth the terms and conditions under which FTDI will execute purchases and
redemptions of shares of the Franklin or Templeton investment companies or
series of such investment companies for which FTDI now or in the future serves
as principal underwriter (each, a "Fund"), at the request of the Bank upon the
order and for the account of Bank's customers ("Customers"). In this Agreement,
"Customer" shall include the beneficial owners of an account and any agent or
attorney-in-fact duly authorized or appointed to act on the owners' behalf with
respect to the account; and "redemptions" shall include redemptions of shares of
Funds that are open-end management investment companies and repurchases of
shares of Funds that are closed-end investment companies by the Fund that is the
issuer of such shares. FTDI will notify Bank from time to time of the Funds
which are eligible for distribution and the terms of compensation under this
Agreement. This Agreement is not exclusive, and either party may enter into
similar agreements with third parties.
2. REPRESENTATIONS AND WARRANTIES OF BANK
Bank warrants and represents to FTDI and the Funds that:
a) Bank is a "bank" as defined in section 3(a)(6) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
b) Bank is authorized to enter into this Agreement as agent for the
Customers, and Bank's performance of its obligations and receipt of
consideration under this Agreement will not violate any law,
regulation, charter, agreement, or regulatory restriction to which
Bank is subject; and
c) Bank has received all regulatory agency approvals and taken all legal
and other steps necessary for offering the services Bank will provide
to Customers and receiving any applicable compensation in connection
with this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL UNDERWRITER
FTDI warrants and represents to Bank that:
a) FTDI is a broker/dealer registered under the 1934 Act; and
b) FTDI is the principal underwriter of the Funds.
4. COVENANTS OF BANK
a) For each purchase or redemption transaction under this Agreement
(each, a "Transaction"), Bank will:
1) be authorized to engage in the Transaction;
2) act as agent for the Customer, unless Bank is the Customer;
3) act solely at the request of and for the account of the Customer,
unless Bank is the Customer;
4) not submit an order unless Bank has already received the order
from the Customer, unless Bank is the Customer;
5) not offer to sell shares of Fund(s) or submit a purchase order
unless Bank has already delivered to the Customer a copy of the
then current prospectuses for the Fund(s) whose shares are
offered or are to be purchased;
6) not withhold placing any Customer's order for the purpose of
profiting from the delay or place orders for shares in amounts
just below the point at which sales charges are reduced so as to
benefit from a higher Fee (as defined in Paragraph 5(e) below)
applicable to a Transaction in an amount below the breakpoint;
7) have no beneficial ownership of the securities in any purchase
Transaction (the Customer will have the full beneficial
ownership), unless Bank is the Customer (in which case, Bank will
not engage in the Transaction unless the Transaction is legally
permissible for Bank);
8) not accept or withhold any Fee (as defined in Paragraph 5(e) of
this Agreement) otherwise allowed under Paragraphs 5(d) and (e)
of this Agreement, if prohibited by the Employee Retirement
Income Security Act of 1974, as amended, or trust or similar laws
to which Bank is subject, in the case of Transactions of Fund
shares involving retirement plans, trusts, or similar accounts;
9) maintain records of all Transactions of Fund shares made through
Bank and furnish FTDI with copies of such records on request; and
10) distribute prospectuses, statements of additional information and
reports to Customers in compliance with applicable legal
requirements, except to the extent that FTDI expressly undertakes
to do so on behalf of Bank.
b) While this Agreement is in effect, Bank will:
1) not purchase any Fund shares from any person at a price lower
than the redemption or repurchase price as applicable next
determined by the applicable Fund;
2) repay FTDI the full Fee received by Bank under Paragraphs 5(d)
and (e) of this Agreement, and any payments FTDI or its
affiliates made to Bank from their own resources under Paragraph
5(e) of this Agreement ("FTDI Payments"), for any Fund shares
purchased under this Agreement which are redeemed or repurchased
by the Fund within 7 business days after the purchase; in turn,
FTDI shall pay to the Fund the amount repaid by Bank (other than
any portion of such repayment that is a repayment of FTDI
Payments) and will notify Bank of any such redemption within a
reasonable time (termination or suspension of this Agreement
shall not relieve Bank or FTDI from the requirements of this
subparagraph);
3) in connection with orders for the purchase of Fund shares on
behalf of an Individual Retirement Account, Self-Employed
Retirement Plan or other retirement accounts, by mail, telephone,
or wire, act as agent for the custodian or trustee of such plans
(solely with respect to the time of receipt of the application
and payments) and shall not place such an order until Bank has
received from its Customer payment for such purchase and, if such
purchase represents the first contribution to such a plan, the
completed documents necessary to establish the plan and
enrollment in the plan (Bank agrees to indemnify FTDI and
Franklin Templeton Trust Company and/or Templeton Funds Trust
Company as applicable for any claim, loss, or liability resulting
from incorrect investment instructions received from Bank which
cause a tax liability or other tax penalty);
4) be responsible for compliance with all laws and regulations,
including those of the applicable federal and state bank and
securities regulatory authorities, with regard to Bank and Bank's
Customers; and
5) obtain from its Customers any consents required by applicable
federal and/or state privacy laws to permit FTDI, any of its
affiliates or the Funds to provide Bank with confirmations,
account statements and other information about Customers'
investments in the Funds.
5. TERMS AND CONDITIONS FOR TRANSACTIONS
a) Price
Purchase orders for Fund shares received from Bank will be accepted only at
the public offering price and in compliance with procedures applicable to each
purchase order as set forth in the then current prospectus and statement of
additional information (hereinafter, collectively, "prospectus") for the
applicable Fund. All purchase orders must be accompanied by payment in U.S.
Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a U.S.
bank, for the full amount of the investment. All sales are made subject to
receipt of shares by FTDI from the Funds. FTDI reserves the right in its
discretion, without notice, to suspend the sale of shares or withdraw the
offering of shares entirely.
b) Orders and Confirmations
All orders are subject to acceptance or rejection by FTDI and by the Fund
or its transfer agent at their sole discretion, and become effective only upon
confirmation by FTDI. Transaction orders shall be made using the procedures and
forms required by FTDI from time to time. Orders received by FTDI or an agent
appointed by FTDI or the Funds on any business day after the time for
calculating the price of Fund shares as set forth in each Fund's current
prospectus will be effected at the price determined on the next business day. No
order will be accepted unless Bank or the Customer shall have provided FTDI with
the Customer's full name, address and other information normally required by
FTDI to open a customer account, and FTDI shall be entitled to rely on the
accuracy of the information provided by Bank. A written confirming statement
will be sent to Bank and to Customer upon settlement of each Transaction.
c) Multiple Class Guidelines
FTDI may from time to time provide to Bank written compliance guidelines or
standards relating to the sale or distribution of Funds offering multiple
classes of shares (each, a "Class") with different sales charges and
distribution-related operating expenses. Bank will comply with FTDI's written
compliance guidelines and standards, as well as with any applicable rules or
regulations of government agencies or self-regulatory organizations generally
affecting the sale or distribution of investment companies offering multiple
classes of shares, whether or not Bank deems itself otherwise subject to such
rules or regulations.
d) Payments by Bank for Purchases
On the settlement date for each purchase, Bank shall either (i) remit the
full purchase price by wire transfer to an account designated by FTDI, or (ii)
following FTDI's procedures, wire the purchase price less the Fee allowed by
Paragraph 5(e) of this Agreement. Twice monthly, FTDI will pay Bank Fees not
previously paid to or withheld by Bank. Each calendar month, FTDI, as
applicable, will prepare and mail an activity statement summarizing all
Transactions.
e) Fees and Payments
Where permitted by the prospectus for a Fund, a charge, concession, or fee
(each of the foregoing forms of compensation, a "Fee") may be paid to Bank,
related to services provided by Bank in connection with Transactions in shares
of such Fund. The amount of the Fee, if any, is set by the relevant prospectus.
Adjustments in the Fee are available for certain purchases, and Bank is solely
responsible for notifying FTDI when any purchase or redemption order is
qualified for such an adjustment. If Bank fails to notify FTDI of the
applicability of a reduction in the sales charge at the time the trade is
placed, neither FTDI nor any of the Funds will be liable for amounts necessary
to reimburse any Customer for the reduction which should have been effected.
In accordance with the Funds' prospectuses, FTDI or its affiliates may, but
are not obligated to, make payments from their own resources to Bank as
compensation for certain sales that are made at net asset value ("Qualifying
Sales"). If Bank notifies FTDI of a Qualifying Sale, FTDI may make a contingent
advance payment up to the maximum amount available for payment on the sale. If
any of the shares purchased in a Qualifying Sale are redeemed or repurchased
within twelve months of the month of purchase, FTDI shall be entitled to recover
any advance payment attributable to the redeemed or repurchased shares by
reducing any account payable or other monetary obligation FTDI may owe to Bank
or by making demand upon Bank for repayment in cash. FTDI reserves the right to
withhold any one or more advances, if for any reason FTDI believes that FTDI may
not be able to recover unearned advances. Termination or suspension of this
Agreement does not relieve Bank from the requirements of this paragraph.
f) Rule 12b-1 Plans
Bank is also invited to participate in all distribution plans (each, a
"Plan") adopted for a Class of a Fund or for a Fund that has only a single Class
(each, a "Plan Class") pursuant to Rule 12b-1 under the Investment Company Act
of 1940, as amended (the "1940 Act").
To the extent Bank provides administrative and other services, including,
but not limited to, furnishing personal and other services and assistance to
Customers who own shares of a Plan Class, answering routine inquiries regarding
a Fund or Class, assisting in changing account designations and addresses,
maintaining such accounts or such other services as a Fund may require, to the
extent permitted by applicable statutes, rules, or regulations, FTDI shall pay
Bank a Rule 12b-1 servicing fee. To the extent that Bank participates in the
distribution of Fund shares that are eligible for a Rule 12b-1 distribution
fee,FTDI shall also pay Bank a Rule 12b-1 distribution fee. All Rule 12b-1
servicing and distribution fees shall be based on the value of shares
attributable to Customers and eligible for such payment, and shall be calculated
on the basis and at the rates set forth in the compensation schedule then in
effect for the applicable Plan (the "Schedule"). Without prior approval by a
majority of the outstanding shares of a particular Class of a Fund, the
aggregate annual fees paid to Bank pursuant to such Plan shall not exceed the
amounts stated as the "annual maximums" in such Plan Class' prospectus, which
amount shall be a specified percent of the value of such Plan Class' net assets
held in Customers' accounts which are eligible for payment pursuant to this
Agreement (determined in the same manner as such Plan Class uses to compute its
net assets as set forth in its effective Prospectus).
Bank shall furnish FTDI and each Fund that has a Plan Class (each, a "Plan
Fund") with such information as shall reasonably be requested by the Board of
Directors, Trustees or Managing General Partners (hereinafter referred to as
"Directors") of such Plan Fund with respect to the fees paid to Bank pursuant to
the Schedule of such Plan Fund. FTDI shall furnish to the Boards of Directors of
the Plan Funds, for their review on a quarterly basis, a written report of the
amounts expended under the Plans and the purposes for which such expenditures
were made.
Each Plan and the provisions of any agreement relating to such Plan must be
approved annually by a vote of the Directors of the Fund that has such Plan,
including such persons who are not interested persons of such Plan Fund and who
have no financial interest in such Plan or any related agreement ("Rule 12b-1
Directors"). Each Plan or the provisions of this Agreement relating to such Plan
may be terminated at any time by the vote of a majority of Rule 12b-1 Directors
of the Fund that has such Plan, or by a vote of a majority of the outstanding
shares of the Class that has such Plan on sixty (60) days' written notice,
without payment of any penalty. A Plan or the provisions of this Agreement may
also be terminated by any act that terminates the Underwriting Agreement between
FTDI and the Fund that has such Plan, and/or the management or administration
agreement between Franklin Advisers, Inc. or Templeton Investment Counsel, Inc.
or their affiliates and such Plan Fund. In the event of the termination of a
Plan for any reason, the provisions of this Agreement relating to such Plan will
also terminate.
Continuation of a Plan and the provisions of this Agreement relating to
such Plan are conditioned on Rule 12b-1 Directors being ultimately responsible
for selecting and nominating any new Rule 12b-1 Directors. Under Rule 12b-1,
Directors of any of the Plan Funds have a duty to request and evaluate, and
persons who are party to any agreement related to a Plan have a duty to furnish,
such information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-1, a Plan Fund is permitted to implement or continue a Plan or the
provisions of this Agreement relating to such Plan from year-to-year only if,
based on certain legal considerations, the Board of Directors of such Plan Fund
is able to conclude that the Plan will benefit the Plan Class. Absent such
yearly determination, a Plan and the provisions of this Agreement relating to
such Plan must be terminated as set forth above. In addition, any obligation
assumed by a Fund pursuant to this Agreement shall be limited in all cases to
the assets of such Fund and no person shall seek satisfaction thereof from
shareholders of a Fund. Bank agrees to waive payment of any amounts payable to
Bank by FTDI under a Fund's Plan until such time as FTDI is in receipt of such
fee from the Fund.
The provisions of the Plans between the Plan Funds and FTDI shall control
over the provisions of this Agreement in the event of any inconsistency.
g) Other Distribution Services
From time to time, FTDI may offer telephone and other augmented services in
connection with Transactions under this Agreement. If Bank uses any such
service, Bank will be subject to the procedures applicable to the service,
whether or not Bank has executed any agreement required for the service.
h) Conditional Orders; Certificates
FTDI will not accept any conditional Transaction orders. Delivery of
certificates or confirmations for shares purchased shall be made by a Fund only
against constructive receipt of the purchase price, subject to deduction of any
Fee and FTDI's portion of the sales charge, if any, on such sale. No
certificates for shares of the Funds will be issued unless specifically
requested.
i) Cancellation of Orders
If payment for shares purchased is not received within the time customary
or the time required by law for such payment, the sale may be canceled without
notice or demand, and neither FTDI nor the Fund(s) shall have any responsibility
or liability for such a cancellation; alternatively, at FTDI's option, the
unpaid shares may be sold back to the Fund, and Bank shall be liable for any
resulting loss to FTDI or to the Fund(s). FTDI shall have no liability for any
check or other item returned unpaid to Bank after Bank has paid FTDI on behalf
of a purchaser. FTDI may refuse to liquidate the investment unless FTDI receives
the purchaser's signed authorization for the liquidation.
j) Order Corrections
Bank shall assume responsibility for any loss to a Fund(s) caused by a
correction made subsequent to trade date, provided such correction was not based
on any error, omission or negligence on FTDI's part, and Bank will immediately
pay such loss to the Fund(s) upon notification.
k) Redemptions; Cancellation
Redemptions or repurchases of shares will be made at the net asset value of
such shares, less any applicable deferred sales or redemption charges, in
accordance with the applicable prospectuses. If Bank sells shares for the
account of the record owner to the Funds, Bank shall be deemed to represent to
FTDI that Bank is doing so as agent for the Customer and that Bank is authorized
to do so in such capacity. Such sales to the Funds shall be at the redemption or
repurchase price then currently in effect for such shares. If on a redemption
which Bank has ordered, instructions in proper form, including outstanding
certificates, are not received within the time customary or the time required by
law, the redemption may be canceled forthwith without any responsibility or
liability on the part of FTDI or any Fund, or at the option of FTDI, FTDI may
buy the shares redeemed on behalf of the Fund, in which latter case FTDI may
hold Bank responsible for any loss to the Fund or loss of profit suffered by
FTDI resulting from Bank's failure to settle the redemption.
l) Exchanges
Telephone exchange orders will be effective only for uncertificated shares
or for which share certificates have been previously deposited and may be
subject to any fees or other restrictions set forth in the applicable
prospectuses. Exchanges from a Fund sold with no sales charge to a Fund which
carries a sales charge, and exchanges from a Fund sold with a sales charge to a
Fund which carries a higher sales charge may be subject to a sales charge in
accordance with the terms of the applicable Fund's prospectus. Bank will be
obligated to comply with any additional exchange policies described in the
applicable Fund's prospectus, including without limitation any policy
restricting or prohibiting "Timing Accounts" as therein defined.
m) Qualification of Shares; Indemnification
Upon request, FTDI shall notify Bank of the states or other jurisdictions
in which each Fund's shares are currently noticed, registered or qualified for
offer or sale to the public. FTDI shall have no obligation to make notice
filings of, register or qualify, or to maintain notice filings of, registration
of or qualification of, Fund shares in any state or other jurisdiction. FTDI
shall have no responsibility, under the laws regulating the sale of securities
in any U.S. or foreign jurisdiction, for the registration, qualification or
licensed status of Bank or any of its agents or sub-agents in connection with
the purchase or sale of Fund shares or for the manner of offering, sale or
purchase of Fund shares. Except as stated in this paragraph, FTDI shall not, in
any event, be liable or responsible for the issue, form, validity,
enforceability and value of such shares or for any matter in connection
therewith, and no obligation not expressly assumed by FTDI in this Agreement
shall be implied. If it is necessary to file notice of, register or qualify
shares of any Fund in any country, state or other jurisdiction having authority
over the purchase or sale of Fund shares that are purchased by a Customer, it
will be Bank's responsibility to arrange for and to pay the costs of such notice
filing, registration or qualification; prior to any such notice filing,
registration or qualification, Bank will notify FTDI of its intent and of any
limitations that might be imposed on the Funds, and Bank agrees not to proceed
with such notice filing, registration or qualification without the written
consent of the applicable Funds and of FTDI. Nothing in this Agreement shall be
deemed to be a condition, stipulation, or provision binding any person acquiring
any security to waive compliance with any provision of the Securities Act of
1933, as amended (the "1933 Act"), the 1934 Act, the 1940 Act, the rules and
regulations of the U.S. Securities and Exchange Commission, or any applicable
laws or regulations of any government or authorized agency in the U.S. or any
other country having jurisdiction over the offer or sale of shares of the Funds,
or to relieve the parties hereto from any liability arising under such laws,
rules or regulations.
Bank further agrees to indemnify, defend and hold harmless FTDI, the Funds,
their officers, directors and employees from any and all losses, claims,
liabilities and expenses, arising out of (1) any alleged violation of any
statute or regulation (including without limitation the securities laws and
regulations of the United States of America or any state or foreign country) or
any alleged tort or breach of contract, in or related to any offer, sale or
purchase of shares of the Funds involving Bank or any Customer pursuant to this
Agreement (except to the extent that FTDI's negligence or failure to follow
correct instructions received from Bank is the cause of such loss, claim,
liability or expense), (2) any redemption or exchange pursuant to telephone
instructions received from Bank or its agents or employees, or (3) the breach by
Bank of any of the terms and conditions of this Agreement. This Paragraph 5(m)
shall survive the termination of this Agreement.
n) Prospectus and Sales Materials; Limit on Advertising
No person is authorized to give any information or make any representations
concerning shares of any Fund except those contained in the Fund's current
prospectus or in materials issued by FTDI as information supplemental to such
prospectus. FTDI will supply prospectuses, reasonable quantities of supplemental
sale literature, sales bulletins, and additional information as issued. Bank
agrees not to use other advertising or sales material or other material or
literature relating to the Funds except that which (a) conforms to the
requirements of any applicable laws or regulations of any government or
authorized agency in the U.S. or any other country having jurisdiction over the
offering or sale of shares of the Funds, and (b) is approved in writing by FTDI
in advance of such use. Such approval may be withdrawn by FTDI in whole or in
part upon notice to Bank, and Bank shall, upon receipt of such notice,
immediately discontinue the use of such sales literature, sales material and
advertising. Bank is not authorized to modify or translate any such materials
without the prior written consent of FTDI.
o) Customer Information
1) DEFINITION. For purposes of this Paragraph 5(o), "Customer
Information" means customer names and other identifying
information pertaining to one or more Customers which is
furnished by Bank to FTDI in the ordinary course of business
under this Agreement. Customer Information shall not include any
information obtained from any sources other than the Customer or
the Bank.
2) PERMITTED USES. FTDI may use Customer Information to fulfill its
obligations under this Agreement, the Distribution Agreements
between the Funds and FTDI, the Funds' prospectuses, or other
duties imposed by law. In addition, FTDI or its affiliates may
use Customer Information in communications to shareholders to
market the Funds or other investment products or services,
including without limitation variable annuities, variable life
insurance, and retirement plans and related services. FTDI may
also use Customer Information if it obtains Bank's prior written
consent.
3) PROHIBITED USES. Except as stated above, FTDI shall not disclose
Customer Information to third parties, and shall not use Customer
Information in connection with any advertising, marketing or
solicitation of any products or services, provided that Bank
offers or soon expects to offer comparable products or services
to mutual fund customers and has so notified FTDI.
4) SURVIVAL; TERMINATION. The agreements described in this paragraph
5(o) shall survive the termination of this Agreement, but shall
terminate as to any account upon FTDI's receipt of valid
notification of either the termination of that account with Bank
or the transfer of that account to another bank or dealer.
6. CONTINUOUSLY OFFERED CLOSED-END FUNDS
This Paragraph 6 relates solely to shares of Funds that represent a
beneficial interest in the Franklin Floating Rate Trust or that are issued by
any other continuously offered closed-end investment company registered under
the 1940 Act for which FTDI or an affiliate of FTDI serves as principal
underwriter and that periodically repurchases its shares (each, a "Trust").
Shares of a Trust being offered to the public will be registered under the 1933
Act and are expected to be offered during an offering period that may continue
indefinitely ("Continuous Offering Period"). There is no guarantee that such a
continuous offering will be maintained by the Trust. The Continuous Offering
Period, shares of a Trust and certain of the terms on which such shares are
being offered are more fully described in the prospectus of the Trust.
As set forth in a Trust's then current prospectus, FTDI shall provide Bank
with appropriate compensation for purchases of shares of the Trust made by the
Bank for the account of Customers or by Customers. In addition, Bank may be
entitled to a fee for servicing Customers who are shareholders in a Trust,
subject to applicable law. Bank agrees that any repurchases of shares of a Trust
that were originally purchased as Qualifying Sales shall be subject to Paragraph
5(e) hereof.
Bank expressly acknowledges and understands that, notwithstanding anything
to the contrary in this Agreement:
a) No Trust has a Rule 12b-1 Plan and in no event will a Trust pay, or
have any obligation to pay, any compensation directly or indirectly to
Bank.
b) Shares of a Trust will not be repurchased by either the Trust (other
than through repurchase offers by the Trust from time to time, if any)
or by FTDI and no secondary market for such shares exists currently,
or is expected to develop. Any representation as to a repurchase or
tender offer by the Trust, other than that set forth in the Trust's
then current Prospectus, notification letters, reports or other
related material provided by the Trust, is expressly prohibited.
c) An early withdrawal charge payable by shareholders of a Trust to FTDI
may be imposed on shares accepted for repurchase by the Trust that
have been held for less than a stated period, as set forth in the
Trust's then current Prospectus.
d) In the event a Customer cancels his or her order for shares of a Trust
after confirmation, such shares will not be repurchased, remarketed or
otherwise disposed of by or though FTDI.
7. GENERAL
a) Successors and Assignments
This Agreement shall extend to and be binding upon the parties hereto and
their respective successors and assigns; provided that this Agreement will
terminate automatically in the event of its assignment by FTDI. For purposes of
the preceding sentence, the word "assignment" shall have the meaning given to it
in the 1940 Act. Bank may not assign this Agreement without the advance written
consent of FTDI.
b) Paragraph Headings
The paragraph headings of this Agreement are for convenience only, and
shall not be deemed to define, limit, or describe the scope or intent of this
Agreement.
c) Severability
Should any provision of this Agreement be determined to be invalid or
unenforceable under any law, rule, or regulation, that determination shall not
affect the validity or enforceability of any other provision of this Agreement.
d) Waivers
There shall be no waiver of any provision of this Agreement except a
written waiver signed by Bank and FTDI. No written waiver shall be deemed a
continuing waiver or a waiver of any other provision, unless the waiver
expresses such intention.
e) Sole Agreement
This Agreement is the entire agreement of Bank and FTDI and supersedes all
oral negotiations and prior writings.
f) Governing Law
This Agreement shall be construed in accordance with the laws of the State
of California, not including any provision which would require the general
application of the law of another jurisdiction, and shall be binding upon the
parties hereto when signed by FTDI and accepted by Bank, either by Bank's
signature in the space provided below or by Bank's first trade entered after
receipt of this Agreement.
g) Arbitration
Should Bank owe any sum of money to FTDI under or in relation to this
Agreement for the purchase, sale, redemption or repurchase of any Fund shares,
FTDI may offset and recover the amount owed by Bank to FTDI or the Funds from
any amount owed by FTDI to Bank or from any other account Bank has with FTDI,
without notice or demand to Bank. Either party may submit any dispute under this
Agreement to binding arbitration under the commercial arbitration rules of the
American Arbitration Association. Judgment upon any arbitration award may be
entered by any court having jurisdiction.
h) Amendments
FTDI may amend this Agreement at any time by depositing a written notice of
the amendment in the U.S. mail, first class postage pre-paid, addressed to
Bank's address given below. Bank's placement of any Transaction order or
acceptance of any payments after the effective date and receipt of notice of any
such amendment shall constitute Bank's acceptance of the amendment.
i) Term and Termination
This Agreement shall continue in effect until terminated and shall
terminate automatically in the event that Bank ceases to be a "bank" as set
forth in paragraph 2(a) of this Agreement. FTDI or Bank may terminate this
Agreement at any time by written notice to the other, but such termination shall
not affect the payment or repayment of Fees on Transactions prior to the
termination date. Termination also will not affect the indemnities given under
this Agreement.
j) Acceptance; Cumulative Effect
This Agreement is cumulative and supersedes any agreement previously in
effect. It shall be binding upon the parties hereto when signed by FTDI and
accepted by Bank. If Bank has a current agreement with FTDI, Bank's first trade
or acceptance of payments from FTDI after receipt of this Agreement, as it may
be amended pursuant to paragraph 7(h), above, shall constitute Bank's acceptance
of the terms of this Agreement.
Otherwise, Bank's signature below shall constitute Bank's acceptance of
these terms.
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /s/ Greg Johnson
-----------------------
Greg Johnson, President
777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Chief Legal Officer (for legal
notices only)
650/312-2000
100 Fountain Parkway
St. Petersburg, Florida 33716
813/299-8712
- --------------------------------------------------------------------------------
To the Bank or Trust Company: If you have not previously signed an agreement
with FTDI for the sale of mutual fund shares to your customers, please complete
and sign this section and return the original to us.
BANK OR TRUST COMPANY:
____________________________________
(Bank's name)
By: ____________________________________
(Signature)
Name: _________________________________
Title: _________________________________
Franklin Templeton Distributors, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94403-7777
May 15, 1998
Re: Amendment of Mutual Fund Purchase and Sales Agreement for Accounts of
Bank and Trust Company Customers - Notice Pursuant to Paragraph 7(h)
Dear Bank or Trust Company:
This letter constitutes notice of amendment of the current Mutual Fund Purchase
and Sales Agreement for Accounts of Bank and Trust Company Customers (the
"Agreement") between Franklin/Templeton Distributors, Inc. ("FTDI") and the bank
or trust company ("the Bank") pursuant to Paragraph 7(h) of the Agreement. The
Agreement is hereby amended as follows:
1. Defined terms in this amendment have the meanings as stated in the
Agreement unless otherwise indicated.
2. Paragraph 5(e) is modified to add the following language:
With respect to shares of each Trust as described in Paragraph 6 of this
Agreement, the total compensation to be paid to FTDI and selected dealers and
their affiliates, including the Bank and the Bank's affiliates, in connection
with the distribution of shares of a Trust will not exceed the underwriting
compensation limitation prescribed by NASD Conduct Rule 2710. The total
underwriting compensation to be paid to FTDI and selected dealers and their
affiliates, including the Bank and the Bank's affiliates, may include: (i) at
the time of purchase of shares a payment to the Bank or a securities dealer of
1% of the dollar amount of the purchased shares by FTDI; and (ii) a quarterly
payment at an annual rate of .50% to the Bank or a securities dealer based on
the value of such remaining shares sold by the Bank or such securities dealer,
if after twelve (12) months from the date of purchase, the shares sold by the
Bank or such securities dealer remain outstanding.
The maximum compensation shall be no more than as disclosed in the section
"Payments to Dealers" of the prospectus of the applicable Trust.
Pursuant to Paragraph 7(h) of the Agreement, the Bank's placement of an order or
acceptance of payments of any kind after the effective date and receipt of
notice of this amendment shall constitute the Bank's acceptance of this
amendment.
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By /s/ Greg Johnson
------------------------
Greg Johnson, President
777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Chief Legal Officer (for legal notices only)
650/312-2000
100 Fountain Parkway
St. Petersburg, FL 33716
813/299-8712
Amendment to Master Custody Agreement
Effective February 27, 1998, The Bank of New York and each of the Investment
Companies listed in the Attachment appended to this Amendment, for themselves
and each series listed in the Attachment, hereby amend the Master Custody
Agreement dated as of February 16, 1996 by:
1. Replacing Exhibit A with the attached; and
2. Only with respect to the Investment Companies and series thereof listed in
the Attachment, deleting paragraphs (a) and (b) of Subsection 3.5 and
replacing them with the following:
(a) Promptly after each purchase of Securities by the Fund, the Fund shall
deliver to the Custodian Proper Instructions specifying with respect to
each such purchase: (a) the Series to which such Securities are to be
specifically allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount purchased and
accrued interest, if any; (d) the date of purchase and settlement; (e) the
purchase price per unit; (f) the total amount payable upon such purchase;
(g) the name of the person from whom or the broker through whom the
purchase was made, and the name of the clearing broker, if any; and (h) the
name of the broker to whom payment is to be made. The Custodian shall, upon
receipt of Securities purchased by or for the Fund, pay to the broker
specified in the Proper Instructions out of the money held for the account
of such Series the total amount payable upon such purchase, provided that
the same conforms to the total amount payable as set forth in such Proper
Instructions.
(b) Promptly after each sale of Securities by the Fund, the Fund shall
deliver to the Custodian Proper Instructions specifying with respect to
each such sale: (a) the Series to which such Securities were specifically
allocated; (b) the name of the issuer and the title of the Security; (c)
the number of shares or the principal amount sold, and accrued interest, if
any; (d) the date of sale; (e) the sale price per unit; (f) the total
amount payable to the Fund upon such sale; (g) the name of the broker
through whom or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the Securities
specifically allocated to such Series to the broker specified in the Proper
Instructions against payment of the total amount payable to the Fund upon
such sale, provided that the same conforms to the total amount payable as
set forth in such Proper Instructions.
Investment Companies The Bank of New York
By: /s/ Elizabeth N. Cohernour By: /s/ Stephen E. Grunston
-------------------------- -----------------------
Name: Elizabeth N. Cohernour Name: Stephen E. Grunston
Title: Authorized Officer Title: Vice President
Attachment
INVESTMENT COMPANY SERIES
Franklin Mutual Series Fund Inc. Mutual Shares Fund
Mutual Qualified Fund
Mutual Beacon Fund
Mutual Financial Services Fund
Mutual European Fund
Mutual Discovery Fund
Franklin Valuemark Funds Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Templeton Variable Products Series Fund Mutual Shares Investments Fund
Mutual Discovery Investments Fund
<TABLE>
<CAPTION>
THE BANK OF NEW YORK
MASTER CUSTODY AGREEMENT
EXHIBIT A
The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master
Custody Agreement dated as of February 16, 1996.
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Adjustable Rate Securities Portfolios Delaware Business Trust U.S. Government Adjustable Rate Mortgage Portfolio
Adjustable Rate Securities Portfolio
Franklin Asset Allocation Fund Delaware Business Trust
Franklin California Tax-Free Income Maryland Corporation
Fund, Inc.
Franklin California Tax-Free Trust Massachusetts Business Trust Franklin California Insured Tax-Free Income Fund
Franklin California Tax-Exempt Money Fund
Franklin California Intermediate-Term Tax-Free
Income Fund
Franklin Custodian Funds, Inc. Maryland Corporation Growth Series
Utilities Series
Dynatech Series
Income Series
U.S. Government Securities Series
Franklin Equity Fund California Corporation
Franklin Federal Money Fund California Corporation
Franklin Federal Tax- Free Income Fund California Corporation
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Franklin Gold Fund California Corporation
Franklin Government Securities Trust Massachusetts Business Trust
Franklin High Income Trust Delaware Business Trust AGE High Income Fund
Franklin Investors Securities Trust Massachusetts Business Trust Franklin Global Government Income Fund
Franklin Short-Intermediate U.S. Govt Securities Fund
Franklin Convertible Securities Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin Equity Income Fund
Franklin Adjustable Rate Securities Fund
Franklin Managed Trust Massachusetts Business Trust Franklin Corporate Qualified Dividend Fund
Franklin Rising Dividends Fund
Franklin Investment Grade Income Fund
Franklin Money Fund California Corporation
Franklin Municipal Securities Trust Delaware Business Trust Franklin Hawaii Municipal Bond Fund
Franklin California High Yield Municipal Fund
Franklin Washington Municipal Bond Fund
Franklin Tennessee Municipal Bond Fund
Franklin Arkansas Municipal Bond Fund
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Franklin Mutual Series Fund Inc. Maryland Corporation Mutual Shares Fund
Mutual Qualified Fund
Mutual Beacon Fund
Mutual Financial Services Fund
Mutual European Fund
Mutual Discovery Fund
Franklin New York Tax-Free Income Fund Delaware Business Trust
Franklin New York Tax-Free Trust Massachusetts Business Trust Franklin New York Tax-Exempt Money Fund
Franklin New York Intermediate-Term Tax-Free
Income Fund
Franklin New York Insured Tax-Free Income Fund
Franklin Real Estate Securities Trust Delaware Business Trust Franklin Real Estate Securities Fund
Franklin Strategic Mortgage Portfolio Delaware Business Trust
Franklin Strategic Series Delaware Business Trust Franklin California Growth Fund
Franklin Strategic Income Fund
Franklin MidCap Growth Fund
Franklin Global Utilities Fund
Franklin Small Cap Growth Fund
Franklin Global Health Care Fund
Franklin Natural Resources Fund
Franklin Blue Chip Fund
Franklin Biotechnology Discovery Fund
Franklin Tax-Exempt Money Fund California Corporation
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Franklin Tax-Free Trust Massachusetts Business Trust Franklin Massachusetts Insured Tax-Free Income Fund
Franklin Michigan Insured Tax-Free Income Fund
Franklin Minnesota Insured Tax-Free Income Fund
Franklin Insured Tax-Free Income Fund
Franklin Ohio Insured Tax-Free Income Fund
Franklin Puerto Rico Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Missouri Tax-Free Income Fund
Franklin Oregon Tax-Free Income Fund
Franklin Texas Tax-Free Income Fund
Franklin Virginia Tax-Free Income Fund
Franklin Alabama Tax-Free Income Fund
Franklin Florida Tax-Free Income Fund
Franklin Connecticut Tax-Free Income Fund
Franklin Indiana Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland Tax-Free Income Fund
Franklin North Carolina Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin Kentucky Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax-Free Income
Fund
Franklin Arizona Insured Tax-Free Income Fund
Franklin Florida Insured Tax-Free Income fund
Franklin Michigan Tax-Free Income Fund
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Franklin Templeton Fund Allocator Series Delaware Business Trust Franklin Templeton Conservative Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth Target Fund
Franklin Templeton Global Trust Delaware Business Trust Franklin Templeton German Government Bond Fund
Franklin Templeton Global Currency Fund
Franklin Templeton Hard Currency Fund
Franklin Templeton High Income Currency Fund
Franklin Templeton International Trust Delaware Business Trust Templeton Pacific Growth Fund
Templeton Foreign Smaller Companies Fund
Franklin Templeton Money Fund Trust Delaware Business Trust Franklin Templeton Money Fund II
Franklin Value Investors Trust Massachusetts Business Trust Franklin Balance Sheet Investment Fund
Franklin MicroCap Value Fund
Franklin Value Fund
Franklin Valuemark Funds Massachusetts Business Trust Money Market Fund
Growth and Income Fund
Natural Resources Securities Fund
Real Estate Securities Fund
Global Utilities Securities Fund
High Income Fund
Templeton Global Income Securities Fund
Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
Rising Dividends Fund
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
Franklin Valuemark Funds (cont.) Massachusetts Business Trust Templeton Pacific Growth Fund
Templeton International Equity Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton Global Asset Allocation Fund
Small Cap Fund
Capital Growth Fund
Templeton International Smaller Companies Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Global Health Care Securities Fund
Value Securities Fund
- ------------------------------------------- -------------------------------- -------------------------------------------------------
Institutional Fiduciary Trust Massachusetts Business Trust Money Market Portfolio
Franklin U.S. Government Securities Money Market
Portfolio
Franklin U.S. Treasury Money Market Portfolio
Franklin Institutional Adjustable U.S. Government
Securities Fund
Franklin Institutional Adjustable Rate Securities Fund
Franklin U.S. Government Agency Money Market Fund
Franklin Cash Reserves Fund
The Money Market Portfolios Delaware Business Trust The Money Market Portfolio
The U.S. Government Securities Money Market Portfolio
Templeton Variable Products Series Fund Mutual Shares Investments Fund
Mutual Discovery Investments Fund
Franklin Growth Investments Fund
- ------------------------------------------- -------------------------------- -------------------------------------------------------
- ------------------------------------------- -------------------------------- -------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE)
- ------------------------------------------- -------------------------------- -------------------------------------------------------
<S> <C> <C>
CLOSED END FUNDS:
Franklin Multi-Income Trust Massachusetts Business Trust
Franklin Principal Maturity Trust Massachusetts Business Trust
Franklin Universal Trust Massachusetts Business Trust
INTERVAL FUND
Franklin Floating Rate Trust Delaware Business Trust
- ------------------------------------------- -------------------------------- -------------------------------------------------------
</TABLE>
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of July 30, 1998, effective as of February 27, 1998
(the "Effective Date"), between Each of the Investment Companies Listed on
Schedule I attached hereto (each a "Fund") and The Bank of New York ("BNY").
WITNESSETH:
WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager
on the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform
the duties set forth herein on the terms and condition contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "BOARD" shall mean the board of directors or board of trustees,
as the case may be, of the Fund.
2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in
the Rule.
3. "MONITORING SYSTEM" shall mean a system established by BNY to
fulfill the Responsibilities specified in clauses l(b)(i) and l(b)(ii) and
l(d) of Article III of this Agreement.
4. "QUALIFIED FOREIGN BANK" shall have the meaning provided in the
Rule.
5. "RESPONSIBILITIES" shall mean the responsibilities delegated to
BNY as a Foreign Custody Manager with respect to each Specified Country and
each Eligible Foreign Custodian selected by BNY, as such responsibilities are
more fully described in Article III of this Agreement.
6. "RULE" shall mean Rule 17f-5 under the Investment Company Act of
1940, as amended, as such Rule became effective on June 16, 1997.
7. "SECURITIES DEPOSITORY" shall mean any securities depository or
clearing agency within the meaning of Section (a)(1)(ii) or (a)(1)(iii) of
the Rule.
8. "COMPULSORY DEPOSITORY" shall mean a Securities Depository the
use of which is mandatory by law or regulation or because securities cannot
be withdrawn from such Securities Depository, or because maintaining
securities outside the Securities Depository would not permit purchases and
sales of these securities to occur in accordance with routine settlement
timing and procedures in the relevant market.
9. "SPECIFIED COUNTRY" shall mean each country listed on Schedule 2
attached hereto and each country, other than the United States, constituting
the primary market for a security with respect to which the Fund has given
settlement instructions to The Bank of New York as custodian (the
"Custodian") under its Custody Agreement with the Fund.
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to BNY with
respect to each Specified Country the Responsibilities.
2. BNY accepts the Board's delegation of Responsibilities with
respect to each Specified Country and agrees in performing the
Responsibilities as a Foreign Custody Manager to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of the Fund's assets would exercise.
3. BNY shall provide to the Board at such times as the Board deems
reasonable and appropriate based on the circumstances of the Fund's foreign
custody arrangements written reports notifying the Board of the placement of
assets of the Fund with a particular Eligible Foreign Custodian within a
Specified Country and of any material change in the arrangements (including,
in the case of Qualified Foreign Banks, any material change in any contract
governing such arrangements and in the case of Securities Depositories, any
material change in the established practices or procedures of such Securities
Depositories) with respect to assets of the Fund with any such Eligible
Foreign Custodian.
ARTICLE III
RESPONSIBILITIES
1 . (a) Subject to the provisions of this Agreement, BNY shall with
respect to each Specified Country select an Eligible Foreign Custodian (other
than a Compulsory Depository) which is not functioning as the Fund's Eligible
Foreign Custodian as of the Effective Date. In connection therewith, BNY
shall: (i) determine that assets of the Fund held by such Eligible Foreign
Custodian will be subject to reasonable care, based on the standards
applicable to custodians in the relevant market in which such Eligible
Foreign Custodian operates, after considering all factors relevant to the
safekeeping of such assets, including, without limitation, those contained in
Section (c)(1) of the Rule; (ii) determine that the Fund's foreign custody
arrangements with each Qualified Foreign Bank are governed by a written
contract with the Custodian (or, in the case of a Securities Depository other
than a Compulsory Depository, by such a contract, by the rules or established
practices or procedures of the Securities Depository, or by any combination
of the foregoing) which will provide reasonable care for the Fund's assets
based on the standards specified in paragraph (c)(1) of the Rule; and (ii)
determine that each contract with a Qualified Foreign Bank shall include the
provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or,
alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)
provisions, such other provisions as BNY determines will provide, in their
entirety, the same or a greater level of care and protection for the assets
of the Fund as such specified provisions.
(b) In addition, subject to the provisions of this Agreement, BNY
shall with respect to each Eligible Foreign Custodian (other than a
Compulsory Depository), regardless of when and by whom selected, (i)
monitor pursuant to the Monitoring System the appropriateness of
maintaining the assets of the Fund with a particular Eligible Foreign
Custodian pursuant to paragraph (c)(1) of the Rule and in the case of a
Qualified Foreign Bank, any material change in the contract governing such
arrangement and in the case of a Securities Depository, any material change
in the established practices or procedures of such Securities Depository;
and (ii) advise the Fund whenever an arrangement (including, in the case of
a Qualified Foreign Bank, any material change in the contract governing
such arrangement and in the case of a Securities Depository, any material
change in the established practices or procedures of such Securities
Depository) described in preceding clause (b)(i) no longer meets the
requirements of the Rule, it being understood that BNY shall provide such
advice promptly upon learning of such noncompliance.
(c) Subject to the provisions of this Agreement, after execution of
this Agreement with respect to each Compulsory Depository which has been
established, as of the Effective Date, in countries in which BNY has
appointed a Subcustodian and thereafter in connection with each new or
additional Compulsory Depository established in countries in which BNY
appoints, or has appointed, as the case may be, a Subcustodian, BNY shall
determine, with respect to each such Compulsory Depository, that:
(i) the Eligible Foreign Custodian which is utilizing the services of
the Compulsory Depository has undertaken to adhere to the rules,
practices and procedures of such Compulsory Depository;
(ii)no regulatory authority with oversight responsibility for the
Compulsory Depository has issued a public notice that the Compulsory
Depository is not in compliance with any material capital, solvency,
insurance or other similar financial strength requirements imposed by
such authority or, in the case of such notice having been issued,
that such notice has been withdrawn or the remedy of such
noncompliance has been publicly announced by the Compulsory
Depository;
(iii) no regulatory authority with oversight responsibility over
the Compulsory Depository has issued a public notice that the
Compulsory Depository is not in compliance with any material internal
controls requirement imposed by such authority or, in the case such
notice having been issued, that such notice has been withdrawn or the
remedy of such noncompliance has been publicly announced by the
Compulsory Depository;
(iv)the Compulsory Depository maintains the assets of the Fund's
Eligible Foreign Custodian which is utilizing the services of the
Compulsory Depository under no less favorable safekeeping conditions
than those that apply generally to other participants in the
Compulsory Depository;
(v) the Compulsory Depository maintains records that segregate the
Compulsory Depository's own assets from the assets of participants in
the Compulsory Depository;
(vi)the Compulsory Depository maintains records that identify the
assets of each of its participants;
(vii) the Compulsory Depository provides periodic reports to its
participants with respect to the safekeeping of assets maintained by
the Compulsory Depository, including, by way of example, notification
of any transfer to or from a participant's account; and
(viii) the Compulsory Depository is subject to periodic review,
such as audits by independent accountants or inspections by
regulatory authorities.
BNY shall make the foregoing determinations (i) with respect to each
Compulsory Depository which has been established as of the Effective Date in
countries in which BNY has appointed a Subcustodian by September 30, 1998 and
(ii) with respect to each new or additional Compulsory Depository established
in countries in which BNY appoints, or has appointed, as the case may be, a
Subcustodian, to the extent feasible in light of the circumstances then
prevailing within ninety (90) days of the date such Compulsory Depository
commences operations; and, in each case, shall advise the Fund and its
investment advisor promptly after each such determination is made.
In the event that the US Securities and Exchange Commission ("SEC")
adopts standards or criteria different from those set forth above, the
above provisions shall be deemed to be amended to conform to the standards
or criteria adopted by the SEC.
(d) Subject to the provisions of this Agreement, with respect to each
Compulsory Depository in which Fund's assets are maintained at any time
during the term of this Agreement, BNY shall monitor, pursuant to the
Monitoring System, each such Compulsory Depository's compliance with the
criteria set forth in clause l(c) of this Article III and, upon determining
that any Compulsory Depository is not in compliance with any of such
criteria, shall promptly advise the Fund and its investment advisor of such
non-compliance.
2. (a) For purposes of clauses (a)(i), (a)(ii) and (c) of preceding
Section I of this Article, BNY's determination with respect to each
Securities Depository will be based upon publicly available information,
which may be limited, plus any other information which is made available by
each such Securities Depository to BNY or its Qualified Foreign Bank.
(b) For purposes of clause (b)(i) of preceding Section I of
this Article, BNY's determination of appropriateness shall not include, nor
be deemed to include, any evaluation of Country Risks associated with
investment in a particular country. For purposes hereof, "Country Risks"
shall mean systemic risks of holding assets in a particular country
including, but not limited to, (i) the use of Compulsory Depositories, (ii)
such country's financial infrastructure, (iii) such country's prevailing
custody and settlement practices, (iv) nationalization, expropriation or
other governmental actions, (v) regulation of the banking or securities
industry, (vi) currency controls, restrictions, devaluations or
fluctuations, and (vii) market conditions which affect the orderly
execution of securities transactions or affect the value of securities.
ARTICLE IV
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Fund, constitutes a valid and
legally binding obligation of the Fund enforceable in accordance with its
terms, and no statute, regulation, rule, order, judgment or contract binding
on the Fund prohibits the Fund's execution or performance of this Agreement;
(b) this Agreement has been approved and ratified by the Board at a meeting
duly called and at which a quorum was at all times present; and (c) the Board
or its investment advisor has considered the Country Risks associated with
investment in each Specified Country and will have considered such risks
prior to any settlement instructions being given to the Custodian with
respect to any other Specified Country.
2. BNY hereby represents that: (a) BNY is duly organized and
existing under the laws of the State of New York, with full power to carry on
its businesses as now conducted, and to enter into this Agreement and to
perform its obligations hereunder; (b) this Agreement has been duly
authorized, executed and delivered by BNY, constitutes a valid and legally
binding obligation of BNY enforceable in accordance with its terms, and no
statute, regulation, rule, order, judgment or contract binding on BNY
prohibits BNY's execution or performance of this Agreement; and (c) BNY has
established the Monitoring System.
ARTICLE V
CONCERNING BNY
1 . BNY shall not be liable for any costs, expenses, damages,
liabilities or claims, including attorneys' and accountants' fees, sustained
or incurred by, or asserted against, the Fund except to the extent the same
arises out of the failure of BNY to exercise the care, prudence and diligence
required by Section 2 of Article II hereof. In no event shall BNY be liable
to the Fund, the Board, or any third party for special, indirect or
consequential damages, or for lost profits or loss of business, arising in
connection with this Agreement.
2. The Fund shall indemnify BNY and hold it harmless from and
against any and all costs, expenses, damages, liabilities or claims,
including attorneys' and accountants' fees, sustained or incurred by, or
asserted against, BNY by reason or as a result of any action or inaction, or
arising out of BNY's performance hereunder, provided that the Fund shall not
indemnify BNY to the extent any such costs, expenses, damages, liabilities or
claims arises out of BNY's failure to exercise the reasonable care, prudence
and diligence required by Section 2 of Article II hereof.
3. For its services hereunder, the Fund agrees to pay to BNY such
compensation and out-of-pocket expenses as shall be mutually agreed.
4. BNY shall have only such duties as are expressly set forth
herein. In no event shall BNY be liable for any Country Risks associated
with investments in a particular country.
ARTICLE VI
MISCELLANEOUS
1 This Agreement constitutes the entire agreement between the Fund
and BNY, and no provision in the Custody Agreement between the Fund and the
Custodian shall affect the duties and obligations of BNY hereunder, nor shall
any provision in this Agreement affect the duties or obligations of the
Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to BNY, shall be sufficiently given if received
by it at its offices at 90 Washington Street, New York, New York 10286, or at
such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given if
received by it at its offices at Franklin Resources, 777 Mariners Island
Boulevard, San Mateo, California, 94404, Attn: Deborah R. Gatzek, General
Counsel and Senior Vice President, or at such other place as the Fund may
from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected thereby. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties. This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns; provided however, that this
Agreement shall not be assignable by either party without the written consent
of the other.
5. This Agreement shall be construed in accordance with the
substantive laws of the State of New York, without regard to conflicts of
laws principles thereof
6. The parties hereto agree that in performing hereunder, BNY is
acting solely on behalf of the Fund and no contractual or service
relationship shall be deemed to be established hereby between BNY and any
other person.
7. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the
termination of the Custody Agreement between the Fund and the Custodian, and
may otherwise be terminated by either party giving to the other party a
notice in writing specifying the date of such termination, which shall be not
less than thirty (30) days after the date of such notice.
IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the
date first above written.
EACH INVESTMENT COMPANY
LISTED ON SCHEDULE 1 ATTACHED
HERETO.
By: /s/ Deborah R. Gatzek
---------------------
Deborah R. Gatzek
Title: Vice President
Of Each Such Investment Company
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
-----------------------
Stephen E. Grunston
Title: Vice President
SCHEDULE 1
<TABLE>
<CAPTION>
INVESTMENT COMPANY SERIES
<S> <C>
Franklin Gold Fund
Franklin Asset Allocation Fund
Franklin Equity Fund
Franklin High Income Trust AGE High Income Fund
Franklin Custodian Funds, Inc. Growth Series
Utilities Series
DynaTech Series
Income Series
Franklin Investors Securities Trust Franklin Global Government Income Fund
Franklin Convertible Securities Fund
Franklin Equity Income Fund
Franklin Bond Fund
Franklin Value Investors Trust Franklin Balance Sheet Investment
Franklin MicroCap Value Fund
Franklin Value Fund
Franklin Strategic Mortgage Portfolio
Franklin Managed Trust Franklin Rising Dividends Fund
Franklin Investment Grade Income Fund
Franklin Strategic Series Franklin Strategic Income Fund
Franklin MidCap Growth Fund
Franklin Global Utilities Fund
Franklin Small Cap Growth Fund
Franklin Global Health Care Fund
Franklin Natural Resources Fund
Franklin Blue Chip Fund
Franklin Biotechnology Discovery Fund
Franklin Templeton International Trust Templeton Pacific Growth Fund
Franklin Real Estate Securities Trust Franklin Real Estate Securities Fund
INVESTMENT COMPANY SERIES
Franklin Valuemark Funds Money Market Fund
Growth and Income Fund
Natural Resources Securities Fund
Real Estate Securities Fund
Global Utilities Securities Fund
High Income Fund
Templeton Global Income Securities Fund
Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 20 1 0
Rising Dividends Fund
Templeton Pacific Growth Fund
Templeton International Equity Fund
Small Cap Fund
Capital Growth Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Global Health Care Securities Fund
Value Securities Fund
Franklin Universal Trust
Franklin Multi-Income Trust
Franklin Floating Rate Trust
Franklin Templeton Fund Allocator Series Franklin Templeton Conservative Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth Target Fund
SCHEDULE 2
- ----------------------------------------------------------- ---------------------------------------------------------
Country/ Country/
Market Subcustodian(s) Market Subcustodian(s)
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C> <C> <C>
Argentina BankBoston, N.A. Hungary Citibank Budapest Rt.
Australia Conunonwealth Bank of Australia/ Iceland Landsbanki Islands
National Australia Bank Limited
Austria Creditanstalt AG India The Hongkong and Shanghai Banking
Corporation Limited/Deutsche Bank AG
Bahrain The British Bank of the Middle East Indonesia The Hongkong and Shanghai
Banking
Bangladesh Standard Chartered Bank Corporation Limited
Belgium Banque Bruxelles Lambert Ireland Allied Irish Banks, plc
Bermuda Bank of Bermuda Limited Israel Bank Leumi LE - Israel B.M.
Italy Banca Commerciale Italiana/
Botswana Stanbic Bank Botswana Limited Banque Paribas S.A.
Brazil BankBoston, N.A. Ivory Coast Societe Geneale de Banque en Cete d'Ivoire
Bulgaria ING Bank-Sofia
Jamaica CIBC Trust & Merchant Bank Jamaica Litd
Canada Royal Bank of Canada
Chile BankBoston, N.A. Japan The Bank of Tokyo-Mitsubishi Limited/
China Standard Chartered Bank The Fuji Bank, Limited
Colombia Cititrust Colombia S.A. Jordan The British Bank of the Middle East
Costa Rica Banco BCT Kenya Stanbic Bank Kenya Limited
Croatia Pfivredna Banka Zagreb d.d. Latvia Societe Generale Riga
Cyprus Bank of Cyprus Lebanon The British Bank of the Middle East
Czech Republic Ceskoslovenska Obchodni Banka A.S. Lithuania Vilniaus Bankas
Denmark Den Danske Bank Luxembourg Banque Internationale a Luxembourg
Malaysia Hongkong Bank Malaysia Berhad
EASDAQ Banque Bruxelles Lambert Malta Mid-Med Bank Pic
Ecuador Citibank, N.A. Mauritius The Hongkong and Shanghai
Egypt Citibank, N.A. Banking
Estonia Hansabank Limited. Corporation Limited
Euromarket Cedel Bank Mexico Banco Nacional de Mexico
Euromarket Euroclear Morocco Banque Commerciale du Maroc
Finland MeTita Bank Ltd. Namibia Stanbic Bank Namibia Limited
France Banque Paribas S.A./ Netherlands Mees Pierson
Credit Commercial de France New Zealand Australia and New Zealand Banking Group
Germany Dresdner Bank AG
Ghana Merchant Bank (Ghana) Limited Nigeria Stanbic Merchant Bank Nigeria Limited
Greece National Bank of Greece SA Norway Den norske Bank ASA
Oman The British Bank of the Middle East
Hong Kong The Hongkong and Shanghai Banking
Corporation Limited Pakistan Standard Chartered Bank
Portugal Banco Comercial Portugues/ Peru Citibank, N.A.
Banco Espirito Santo Philippines The Hongkong and Shanghai Banking
Romania ING Bank Bucharest Branch Corporation Limited
Poland Bank Handlowy W Warszawie S.A
Russia Vneshtorgbank (Min Fin Bonds only)/
Credit Suisse First Boston Limited/ Switzerland Union Bank of Switzerland/
Unexim Bank Bank Leu Ltd.
Singapore United Overseas Bank Limited/ Taiwan The Hongkong and Shanghai Banking
The Development Bank of Singapore Ltd Corporation Limited
Slovakia Ceskoslovenska Obchodna Banka, a.s Thailand Standard Chartered Bank
Slovenia Banka Creditsanstalt D.D., Ljubljana Bangkok Bank Public Company Limited
South Africa The Standard Bank of South Africa Tunisia Banque Internationale Arabe de Tunisie
Limited
Turkey Osmanli Bankasi A.S. (Ottoman Bank)
South Korea Standard Chartered Bank Ukraine Bank Ukraina
Spain Banco Bilbao Vizcaya United Kingdom The Bank of New York, N.A./
SriLanka Standard Chartered Bank First Chicago Clearing Center
Swaziland Stanbic Bank Swaziland Limited United States The Bank of New York, N.A.
Sweden Skandinaviska Enskilda Banken Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Zambia Stanbic Bank Zambia Limited
Zimbabwe Stanbic Bank Zimbabwe Limited
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No.
26 to the Registration Statement of Franklin Tax-Free Trust on Form N-1A
(File No. 2-94222) of our report dated April 3, 1998 on our audit of the
financial statements and financial highlights of Franklin Tax-Free Trust for
the year ended February 28, 1998, which is incorporated by reference in the
Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
December 18, 1998
CLASS B DISTRIBUTION PLAN
I. Investment Company: FRANKLIN TAX-FREE TRUST
II. Fund: FRANKLIN HIGH YIELD TAX-FREE INCOME
FUND - CLASS B
III. Maximum Per Annum Rule 12b-1 Fees for Class B Shares
(as a percentage of average daily net assets of the class)
A. Distribution Fee: 0.50%
B. Service Fee: 0.15%
PREAMBLE TO CLASS B DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by the
Investment Company named above ("Investment Company") for the class B shares
(the "Class") of the Fund named above ("Fund"), which Plan shall take effect
as of the date Class B shares are first offered (the "Effective Date of the
Plan"). The Plan has been approved by a majority of the Board of Trustees of
the Investment Company (the "Board"), including a majority of the Board
members who are not interested persons of the Investment Company and who have
no direct, or indirect financial interest in the operation of the Plan (the
"non-interested Board members"), cast in person at a meeting called for the
purpose of voting on such Plan.
In reviewing the Plan, the Board considered the schedule and nature of
payments and terms of the Management Agreement between the Investment Company
and Franklin Advisers, Inc. and the terms of the Underwriting Agreement
between the Investment Company and Franklin/Templeton Distributors, Inc.
("Distributors"). The Board concluded that the compensation of Advisers,
under the Management Agreement, and of Distributors, under the Underwriting
Agreement, was fair and not excessive. The approval of the Plan included a
determination that in the exercise of their reasonable business judgment and
in light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.
The Board recognizes that Distributors has entered into an arrangement
with a third party in order to finance the distribution activities of the
Class pursuant to which Distributors may assign its rights to the fees
payable hereunder to such third party. The Board further recognizes that it
has an obligation to act in good faith and in the best interests of the Fund
and its shareholders when considering the continuation or termination of the
Plan and any payments to be made thereunder.
DISTRIBUTION PLAN
1. (a) The Fund shall pay to Distributors a monthly fee not to
exceed the above-stated maximum distribution fee per annum of the Class'
average daily net assets represented by shares of the Class, as may be
determined by the Board from time to time.
(b) In addition to the amounts described in (a) above, the Fund
shall pay (i) to Distributors for payment to dealers or others, or (ii)
directly to others, an amount not to exceed the above-stated maximum service
fee per annum of the Class' average daily net assets represented by shares of
the Class, as may be determined by the Investment Company's Board from time
to time, as a service fee pursuant to servicing agreements which have been
approved from time to time by the Board, including the non-interested Board
members.
2. (a) The monies paid to Distributors pursuant to Paragraph 1(a)
above shall be treated as compensation for Distributors' distribution-related
services including compensation for amounts advanced to securities dealers or
their firms or others selling shares of the Class who have executed an
agreement with the Investment Company, Distributors or its affiliates, which
form of agreement has been approved from time to time by the Board, including
the non-interested Board members, with respect to the sale of Class shares.
In addition, such monies may be used to compensate Distributors for other
expenses incurred to assist in the distribution and promotion of shares of
the Class. Payments made to Distributors under the Plan may be used for,
among other things, the printing of prospectuses and reports used for sales
purposes, expenses of preparing and distributing sales literature and related
expenses, advertisements, and other distribution-related expenses, including
a pro-rated portion of Distributors' overhead expenses attributable to the
distribution of Class shares, as well as for additional distribution fees
paid to securities dealers or their firms or others who have executed
agreements with the Investment Company, Distributors or its affiliates, or
for certain promotional distribution charges paid to broker-dealer firms or
others, or for participation in certain distribution channels. None of such
payments are the legal obligation of Distributors or its designee.
(b) The monies to be paid pursuant to paragraph 1(b) above
shall be used to pay dealers or others for, among other things, furnishing
personal services and maintaining shareholder accounts, which services
include, among other things, assisting in establishing and maintaining
customer accounts and records; assisting with purchase and redemption
requests; arranging for bank wires; monitoring dividend payments from the
Fund on behalf of customers; forwarding certain shareholder communications
from the Fund to customers; receiving and answering correspondence; and
aiding in maintaining the investment of their respective customers in the
Class. Any amounts paid under this paragraph 2(b) shall be paid pursuant to
a servicing or other agreement, which form of agreement has been approved
from time to time by the Board. None of such payments are the legal
obligation of Distributors or its designee.
3. In addition to the payments which the Fund is authorized to make
pursuant to paragraphs 1 and 2 hereof, to the extent that the Fund, Advisers,
Distributors or other parties on behalf of the Fund, Advisers or Distributors
make payments that are deemed to be payments by the Fund for the financing of
any activity primarily intended to result in the sale of Class shares issued
by the Fund within the context of Rule 12b-1 under the Act, then such
payments shall be deemed to have been made pursuant to the Plan.
In no event shall the aggregate asset-based sales charges which include
payments specified in paragraphs 1 and 2, plus any other payments deemed to
be made pursuant to the Plan under this paragraph, exceed the amount
permitted to be paid pursuant to Rule 2830(d) of the Conduct Rules of the
National Association of Securities Dealers, Inc.
4. Distributors shall furnish to the Board, for its review, on a
quarterly basis, a written report of the monies paid to it and to others
under the Plan, and shall furnish the Board with such other information as
the Board may reasonably request in connection with the payments made under
the Plan in order to enable the Board to make an informed determination of
whether the Plan should be continued.
5. (a) Distributors may assign, transfer or pledge ("Transfer") to
one or more designees (each an "Assignee"), its rights to all or a designated
portion of the fees to which it is entitled under paragraph 1 of this Plan
from time to time (but not Distributors' duties and obligations pursuant
hereto or pursuant to any distribution agreement in effect from time to time,
if any, between Distributors and the Fund), free and clear of any offsets or
claims the Fund may have against Distributors. Each such Assignee's
ownership interest in a Transfer of a specific designated portion of the fees
to which Distributors is entitled is hereafter referred to as an "Assignee's
12b-1 Portion." A Transfer pursuant to this Section 5(a) shall not reduce or
extinguish any claims of the Fund against Distributors.
(b) Distributors shall promptly notify the Fund in writing of
each such Transfer by providing the Fund with the name and address of each
such Assignee.
(c) Distributors may direct the Fund to pay any Assignee's
12b-1 Portion directly to each Assignee. In such event, Distributors shall
provide the Fund with a monthly calculation of the amount to which each
Assignee is entitled (the "Monthly Calculation"). In such event, the Fund
shall, upon receipt of such notice and Monthly Calculation from Distributors,
make all payments required directly to the Assignee in accordance with the
information provided in such notice and Monthly Calculation upon the same
terms and conditions as if such payments were to be paid to Distributors.
(d) Alternatively, in connection with a Transfer, Distributors
may direct the Fund to pay all or a portion of the fees to which Distributors
is entitled from time to time to a depository or collection agent designated
by any Assignee, which depository or collection agent may be delegated the
duty of dividing such fees between the Assignee's 12b-1 Portion and the
balance (such balance, when distributed to Distributors by the depository or
collection agent, the "Distributors' 12b-1 Portion"), in which case only
Distributors' 12b-1 Portion may be subject to offsets or claims the Fund may
have against Distributors.
6. The Plan shall continue in effect for a period of more than one
year only so long as such continuance is specifically approved at least
annually by the Board, including the non-interested Board members, cast in
person at a meeting called for the purpose of voting on the Plan. In
determining whether there is a reasonable likelihood that the continuation of
the Plan will benefit the Fund and its shareholders, the Board may, but is
not obligated to, consider that Distributors has incurred substantial cost
and has entered into an arrangement with a third party in order to finance
the distribution activities for the Class.
7. This Plan and any agreements entered into pursuant to this Plan
may be terminated with respect to the shares of the Class, without penalty,
at any time by vote of a majority of the non-interested Board members of the
Investment Company, or by vote of a majority of outstanding Shares of such
Class. Upon termination of this Plan with respect to the Class, the
obligation of the Fund to make payments pursuant to this Plan with respect to
such Class shall terminate, and the Fund shall not be required to make
payments hereunder beyond such termination date with respect to expenses
incurred in connection with Class shares sold prior to such termination date,
provided, in each case that each of the requirements of a Complete
Termination of this Plan in respect of such Class, as defined below, are
met. For purposes of this Section 7, a "Complete Termination" of this Plan
in respect of the Class shall mean a termination of this Plan in respect of
such Class, provided that: (i) the non-interested Board members of the
Investment Company shall have acted in good faith and shall have determined
that such termination is in the best interest of the Investment Company and
the shareholders of the Fund and the Class; (ii) and the Investment Company
does not alter the terms of the contingent deferred sales charges applicable
to Class shares outstanding at the time of such termination; and (iii) unless
Distributors at the time of such termination was in material breach under the
distribution agreement in respect of the Fund, the Fund shall not, in respect
of such Fund, pay to any person or entity, other than Distributors or its
designee, either the payments described in paragraph 1(a) or 1(b) or in
respect of the Class shares sold by Distributors prior to such termination.
8. The Plan, and any agreements entered into pursuant to this Plan,
may not be amended to increase materially the amount to be spent for
distribution pursuant to Paragraph 1 hereof without approval by a majority of
the outstanding voting securities of the Class of the Fund.
9. All material amendments to the Plan, or any agreements entered
into pursuant to this Plan, shall be approved by the non-interested Board
members cast in person at a meeting called for the purpose of voting on any
such amendment.
10. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Board members shall be committed to the discretion
of such non-interested Board members.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Investment Company and Distributors as evidenced by their
execution hereof.
Date:
FRANKLIN TAX-FREE TRUST
By: _________________________
Deborah R. Gatzek
Vice President & Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: _________________________
Harmon E. Burns
Executive Vice President
MULTIPLE CLASS PLAN
ON BEHALF OF
FRANKLIN HIGH YIELD TAX-FREE INCOME FUND
This Multiple Class Plan (the "Plan") has been adopted by a majority of
the Board of Trustees of FRANKLIN TAX-FREE TRUST (the "Investment Company")
for its series, FRANKLIN HIGH YIELD TAX-FREE INCOME FUND (the "Fund"). The
Board has determined that the Plan, including the expense allocation, is in
the best interests of each class of the Fund and the Investment Company as a
whole. The Plan sets forth the provisions relating to the establishment of
multiple classes of shares of the Fund, and supersedes any Plan previously
adopted for the Fund.
1. The Fund shall offer three classes of shares, to be known as
Class A Shares, Class B Shares and Class C Shares.
2. Class A Shares shall carry a front-end sales charge ranging from
0% - 4.25%, and Class C Shares shall carry a front-end sales charge of
1.00%. Class B Shares shall not be subject to any front-end sales charges.
3. Class A Shares shall not be subject to a contingent deferred
sales charge ("CDSC"), except in the following limited circumstances. On
investments of $1 million or more, a contingent deferred sales charge of
1.00% of the lesser of the then-current net asset value or the original net
asset value at the time of purchase applies to redemptions of those
investments within the contingency period of 12 months from the calendar
month following their purchase. The CDSC is waived in certain circumstances,
as described in the Fund's prospectus.
Class B Shares shall be subject to a CDSC with the following CDSC
schedule: (a) Class B Shares redeemed within 2 years of their purchase shall
be assessed a CDSC of 4% on the lesser of the then-current net asset value or
the original net asset value at the time of purchase; (b) Class B Shares
redeemed within the third and fourth years of their purchase shall be
assessed a CDSC of 3% on the lesser of the then-current net asset value or
the original net asset value at the time of purchase; (c) Class B Shares
redeemed within 5 years of their purchase shall be assessed a CDSC of 2% on
the lesser of the then-current net asset value or the original net asset
value at the time of purchase; and (d) Class B Shares redeemed within 6 years
of their purchase shall be assessed a CDSC of 1% on the lesser of the
then-current net asset value or the original net asset value at the time of
purchase. The CDSC is waived in certain circumstances described in the
Fund's prospectus.
Class C Shares redeemed within 18 months of their purchase shall be
assessed a CDSC of 1.00% on the lesser of the then-current net asset value or
the original net asset value at the time of purchase. The CDSC is waived in
certain circumstances as described in the Fund's prospectus.
4. The distribution plan adopted by the Investment Company pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the
"Rule 12b-1 Plan") associated with the Class A Shares may be used to
reimburse Franklin/Templeton Distributors, Inc. (the "Distributor") or others
for expenses incurred in the promotion and distribution of the Class A
Shares. Such expenses include, but are not limited to, the printing of
prospectuses and reports used for sales purposes, expenses of preparing and
distributing sales literature and related expenses, advertisements, and other
distribution-related expenses, including a prorated portion of the
Distributor's overhead expenses attributable to the distribution of the Class
A Shares, as well as any distribution or service fees paid to securities
dealers or their firms or others who have executed a servicing agreement with
the Investment Company for the Class A Shares, the Distributor or its
affiliates.
The Rule 12b-1 Plan associated with the Class B Shares has two
components. The first component is an asset-based sales charge to be
retained by Distributor to compensate Distributor for amounts advanced to
securities dealers or their firms or others with respect to the sale of Class
B Shares. In addition, such payments may be retained by the Distributor to
be used in the promotion and distribution of Class B Shares in a manner
similar to that described above for Class A Shares. The second component is
a shareholder servicing fee to be paid to securities dealers or others who
provide personal assistance to shareholders in servicing their accounts.
The Rule 12b-1 Plan associated with the Class C Shares has two
components. The first component is a shareholder servicing fee, to be paid
to broker-dealers, banks, trust companies and others who provide personal
assistance to shareholders in servicing their accounts. The second component
is an asset-based sales charge to be retained by the Distributor during the
first year after the sale of shares, and in subsequent years, to be paid to
dealers or retained by the Distributor to be used in the promotion and
distribution of Class C Shares, in a manner similar to that described above
for Class A Shares.
The Rule 12b-1 Plans for the Class A, Class B and Class C Shares shall
operate in accordance with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., Article III, section 26(d).
5. The only difference in expenses as between Class A, Class B and
Class C Shares shall relate to differences in Rule 12b-1 plan expenses, as
described in the applicable Rule 12b-1 Plans; however, to the extent that the
Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan
expenses of another Class, such classes shall be subject to the same expenses.
6. There shall be no conversion features associated with the Class A
and Class C Shares. Each Class B Share, however, shall be converted
automatically, and without any action or choice on the part of the holder of
the Class B Shares, into Class A Shares on the conversion date specified, and
in accordance with the terms and conditions approved by the Franklin Tax-Free
Trust's Board of Trustees and as described, in each fund's prospectus
relating to the Class B Shares, as such prospectus may be amended from time
to time; provided, however, that the Class B Shares shall be converted
automatically into Class A Shares to the extent and on the terms permitted by
the Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
7. Shares of Class A, Class B and Class C may be exchanged for
shares of another investment company within the Franklin Templeton Group of
Funds according to the terms and conditions stated in each fund's prospectus,
as it may be amended from time to time, to the extent permitted by the
Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
8. Each class will vote separately with respect to any Rule 12b-1
Plan related to, or which now or in the future may affect, that class.
9. On an ongoing basis, the Board members, pursuant to their
fiduciary responsibilities under the 1940 Act and otherwise, will monitor the
Fund for the existence of any material conflicts between the Board members
interests of the various classes of shares. The Board members, including a
majority of the independent Board members, shall take such action as is
reasonably necessary to eliminate any such conflict that may develop.
Franklin Advisers, Inc. and Franklin/Templeton Distributors, Inc. shall be
responsible for alerting the Board to any material conflicts that arise.
10. All material amendments to this Plan must be approved by a
majority of the Board members, including a majority of the Board members who
are not interested persons of the Investment Company.
11. I, Deborah R. Gatzek, Secretary of the Franklin Group of Funds,
do hereby certify that this Multiple Class Plan was adopted by FRANKLIN
TAX-FREE TRUST, on behalf of its series FRANKLIN HIGH YIELD TAX-FREE INCOME
FUND, by a majority of the Trustees of the Trust on March 19, 1998.
-------------------------------
Deborah R. Gatzek
Secretary
