As filed with the Securities and Exchange Commission on January 27, 2000.
File Nos.
2-99112
811-4356
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. 18 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 (X)
FRANKLIN CALIFORNIA 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
MURRAY L. SIMPSON, 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 February 1, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 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.
The Registrant's prospectus dated November 1, 1999, and Statement of Additional
Information dated November 1, 1999, as amended January 1, 2000, as filed with
the Securities and Exchange Commission under Form Type 497 on November 1, 1999,
and December 16, 1999, respectively (File No. 02-99112 and 811-4356), are hereby
incorporated by reference.
o CAT P-1
SUPPLEMENT DATED FEBRUARY 1, 2000
TO THE PROSPECTUS OF
FRANKLIN CALIFORNIA TAX-FREE TRUST
DATED NOVEMBER 1, 1999
The prospectus is amended as follows:
I. As of February 1, 2000, the Franklin California Insured Tax-Free Income Fund
offers three classes of shares: Class A, Class B and Class C.
II. The section "Performance" for the Insured Fund, found on page 7, is replaced
with the following:
[Insert graphic of bull and bear] PERFORMANCE
This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 10 calendar years. The table
shows how the fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
CLASS A ANNUAL TOTAL RETURNS 1
[Insert bar graph]
6.33% 10.80% 8.73% 13.00% -5.31% 16.30% 4.22% 8.21% 6.51% -3.56%
90 91 92 93 94 95 96 97 98 99
YEAR
[Begin callout]
BEST
QUARTER:
Q1 '95
7.02%
WORST
QUARTER:
Q1 '94
- -4.98%
[End callout]
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Franklin California Insured Tax-Free
Income Fund - Class A 2 -7.68% 5.23% 5.86%
Lehman Brothers Municipal Bond Index 3 -2.06% 6.91% 6.89%
SINCE
INCEPTION
1 YEAR (5/1/95)
- --------------------------------------------------------------------------------
Franklin California Insured Tax-Free
Income Fund - Class C 2 -5.90% 4.31%
Lehman Brothers Municipal Bond Index 3 -2.06% 5.84%
1. Figures do not reflect sales charges. If they did, returns would be lower.
2. Figures reflect sales charges.
All fund performance assumes reinvestment of dividends and capital gains. May 1,
1994, Class A implemented a Rule 12b-1 plan, which affects subsequent
performance.
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers
Municipal Bond Index includes investment grade bonds issued within the last five
years as part of a deal of over $50 million and with a maturity of at least two
years. It includes reinvested interest. One cannot invest directly in an index,
nor is an index representative of the fund's portfolio.
III. The section "Fees and Expenses" for the Insured Fund, found on page 8, is
replaced with the following:
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
SHAREHOLDER FEES (fees paid directly from your investment)
CLASS A CLASS B 1 CLASS C
- --------------------------------------------------------------------------------
Maximum sales charge (load) as a percentage of 4.25% 4.00% 1.99%
offering price
Load imposed on purchases 4.25% None 1.00%
Maximum deferred sales charge (load) None 2 4.00% 3 0.99% 4
Exchange fee None None None
Please see "Sales Charges" on page 39 for an explanation of how and when these
sales charges apply.
ANNUAL FUND OPERATING EXPENSES (expenses deducted from fund assets)
CLASS A CLASS B 1 CLASS C
- --------------------------------------------------------------------------------
Management fees 0.46% 0.46% 0.46%
Distribution and service (12b-1) fees 0.09% 0.65% 0.65%
Other expenses 0.05% 0.05% 0.05%
---------------------------
Total annual fund operating expenses 0.60% 1.16% 1.16%
===========================
1. The fund began offering Class B shares on February 1, 2000. Annual fund
operating expenses are based on the expenses for Class A and C for the fiscal
year ended June 30, 1999. The distribution and service (12b-1) fees are based on
the maximum fees allowed under Class B's Rule 12b-1 plan.
2. Except for investments of $1 million or more (see page 40).
3. Declines to zero after six years.
4. This is equivalent to a charge of 1% based on net asset value.
EXAMPLE
This example can help you compare the cost of investing in the fund with the
cost of investing in other mutual funds. It assumes:
o You invest $10,000 for the periods shown;
o Your investment has a 5% return each year; and
o The fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
If you sell your shares at the end of the period:
Class A $484 1 $609 $746 $1,143
Class B $518 $668 $838 $1,253 2
Class C $315 $465 $732 $1,495
If you do not sell your shares:
Class B $118 $368 $638 $1,253 2
Class C $217 $465 $732 $1,495
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
2. Assumes conversion of Class B shares to Class A shares after eight years,
lowering your annual expenses from that time on.
IV. The management team for the Insured Fund on page 10 is replaced with the
following:
The team responsible for the fund's management is:
SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS
Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987.
She is the co-Director of Franklin's Municipal Bond Department. She joined
the Franklin Templeton Group in 1986.
JOHN POMEROY, VICE PRESIDENT OF ADVISERS
Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989.
He joined the Franklin Templeton Group in 1986.
BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS
Mr. Schroer has been an analyst or portfolio manager of the fund since 1987.
He joined the Franklin Templeton Group in 1987.
JOHN WILEY, VICE PRESIDENT OF ADVISERS
Mr. Wiley has been an analyst or portfolio manager of the fund since 1991. He
joined the Franklin Templeton Group in 1989.
V. The section "Performance" for the Intermediate Fund, found on page 20, is
replaced with the following:
[Insert graphic of bull and bear] PERFORMANCE
This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 7 calendar years. The table
shows how the fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
ANNUAL TOTAL RETURNS 1
[Insert bar graph]
11.52% -4.25% 15.92% 7.48% 5.83% 6.51% -1.40%
93 94 95 96 97 98 99
YEAR
[Begin callout]
BEST
QUARTER:
Q1 '95
6.05%
WORST
QUARTER:
Q1 '94
- -4.45%
[End callout]
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
SINCE
INCEPTION
1 YEAR 5 YEARS (9/21/92)
- --------------------------------------------------------------------------------
Franklin California Intermediate-Term Tax-Free
Income Fund 2 -3.60% 6.3% 5.53%
Lehman Brothers 10-Year Municipal Bond Index 3 -1.25% 7.12% 6.19%
1. Figures do not reflect sales charges. If they did, returns would be lower.
2. Figures reflect sales charges.
All fund performance assumes reinvestment of dividends and capital gains.
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers 10-Year
Municipal Bond Index includes investment grade bonds issued within the last five
years as part of a deal of over $50 million and with a maturity of at least 10
years. It includes reinvested interest. One cannot invest directly in an index,
nor is an index representative of the fund's portfolio.
VI. The management team for the Intermediate Fund on page 22 is replaced with
the following:
The team responsible for the fund's management is:
SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS
Ms. Amoroso has been an analyst or portfolio manager of the fund since its
inception. She is the co-Director of Franklin's Municipal Bond Department.
She joined the Franklin Templeton Group in 1986.
JOHN POMEROY, VICE PRESIDENT OF ADVISERS
Mr. Pomeroy has been an analyst or portfolio manager of the fund since its
inception. He joined the Franklin Templeton Group in 1986.
BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS
Mr. Schroer has been an analyst or portfolio manager of the fund since its
inception. He joined the Franklin Templeton Group in 1987.
JOHN WILEY, VICE PRESIDENT OF ADVISERS
Mr. Wiley has been an analyst or portfolio manager of the fund since its
inception. He joined the Franklin Templeton Group in 1989.
VII. The section "Performance" for the Money Fund, found on page 32, is replaced
with the following:
[Insert graphic of bull and bear] PERFORMANCE
This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 10 calendar years. The table
shows the fund's average annual total returns. Of course, past performance
cannot predict or guarantee future results.
ANNUAL TOTAL RETURNS
[Insert bar graph]
5.37% 3.86% 2.37% 1.89% 2.22% 3.15% 2.75% 2.91% 2.62% 2.41%
90 91 92 93 94 95 96 97 98 99
YEAR
[Begin callout]
BEST
QUARTER:
Q2 '90
1.36%
WORST
QUARTER:
Q1 '94
0.40%
[End callout]
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Franklin California Tax-Exempt Money Fund 2.41% 2.77% 2.95%
All fund performance assumes reinvestment of dividends.
To obtain the fund's current yield information, please call 1-800/DIAL BEN(R).
VIII. The management team for the Money Fund on page 34 is replaced with the
following:
The team responsible for the fund's management is:
SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS
Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987.
She is the co-Director of Franklin's Municipal Bond Department. She joined
the Franklin Templeton Group in 1986.
JAMES PATRICK CONN, VICE PRESIDENT OF ADVISERS
Mr. Conn has been an analyst or portfolio manager of the fund since December
1999. He joined the Franklin Templeton Group in 1996. Previously, he was a
portfolio manager with California Investment Trust.
CARRIE HIGGINS, VICE PRESIDENT OF ADVISERS
Ms. Higgins has been an analyst or portfolio manager of the fund since 1992.
She joined the Franklin Templeton Group in 1990.
JOHN POMEROY, VICE PRESIDENT OF ADVISERS
Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989.
He joined the Franklin Templeton Group in 1986.
IX. In the section "Sales Charges", which begins on page 39, the following
changes are made:
(a) The first chart on page 39 is replaced with the following:
<TABLE>
<CAPTION>
CLASS A CLASS B (INSURED FUND ONLY) CLASS C (INSURED FUND ONLY)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
o Initial sales charge of o No initial sales charge o Initial sales charge of 1%
4.25% or less (Insured
Fund) or 2.25% or less
(Intermediate Fund)
o Deferred sales charge of 1% o Deferred sales charge of o Deferred sales charge of
on purchases of $1 million 4% on shares you sell 1% on shares you sell
or more sold within 12 within the first year, within 18 months
months declining to 1% within
six years and eliminated
after that
o Lower annual expenses than o Higher annual expenses o Higher annual expenses
Class B or C due to lower than Class A (same as than Class A (same as
distribution fees Class C) due to higher Class B) due to higher
distribution fees. distribution fees. No
Automatic conversion to conversion to Class A
Class A shares after shares, so annual
eight years, reducing expenses do not decrease.
future annual expenses.
</TABLE>
The Insured Fund began offering Class B shares on February 1, 2000.
(b) The following is added before the discussion of Class C sales charges on
page 40:
SALES CHARGES - CLASS B
IF YOU SELL YOUR SHARES THIS % IS DEDUCTED FROM
WITHIN THIS MANY YEARS AFTER BUYING THEM YOUR PROCEEDS AS A CDSC
- ------------------------------------------------------------------------
1 Year 4
2 Years 4
3 Years 3
4 Years 3
5 Years 2
6 Years 1
7 Years 0
With Class B shares, there is no initial sales charge. However, there is a CDSC
if you sell your shares within six years, as described in the table above. The
way we calculate the CDSC is the same for each class (please see page 41). After
8 years, your Class B shares automatically convert to Class A shares, lowering
your annual expenses from that time on.
MAXIMUM PURCHASE AMOUNT The maximum amount you may invest in Class B shares at
one time is $249,999. We invest any investment of $250,000 or more in Class A
shares, since a reduced initial sales charge is available and Class A's annual
expenses are lower.
DISTRIBUTION AND SERVICE (12B-1) FEES Class B has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows the fund to pay distribution and other
fees of up to 0.65% per year for the sale of Class B shares and for services
provided to shareholders. Because these fees are paid out of Class B's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
(c) The section "Contingent Deferred Sales Charge (CDSC) - Class A & C" on page
41 is renamed "Contingent Deferred Sales Charge (CDSC) - Class A, B & C."
X. The footnote in the section "Distribution Options" on page 46 is replaced
with the following:
*Class B and C shareholders may reinvest their distributions in Class A shares
of any Franklin Templeton money fund.
XI. The following is added after the second paragraph in the section "Exchange
Privilege", which begins on page 47:
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.
XII. The second paragraph of the "By Mail" section in the Selling Shares chart
on page 51 is replaced with the following:
Specify the fund, the account number and the dollar value or number of shares
you wish to sell. If you own both Class A and B shares, also specify the class
of shares, otherwise we will sell your Class A shares first. Be sure to include
all necessary signatures and any additional documents, as well as signature
guarantees if required.
XIII. The section "Statements and Reports" on page 52 is replaced with the
following:
STATEMENTS AND REPORTS For the Insured and Intermediate Funds, you will receive
quarterly account statements that show all your account transactions during the
quarter. For the Money Fund, you will receive monthly account statements that
show all your account transactions during the month. For each fund, you also
will receive written notification after each transaction affecting your account
(except for distributions, transactions made through automatic investment or
withdrawal programs, and, in the case of the Money Fund, shares sold by check,
which will be reported on your quarterly or monthly statement, as applicable).
You also will receive the fund's financial reports every six months. To reduce
fund expenses, we try to identify related shareholders in a household and send
only one copy of the financial reports. If you need additional copies, please
call 1-800/DIAL BEN.
If there is a dealer or other investment representative of record on your
account, he or she also will receive copies of all notifications and statements
and other information about your account directly from the fund.
XIV. The section "Dealer Compensation" on page 54 is replaced with the
following:
DEALER COMPENSATION Qualifying dealers who sell fund shares may receive sales
commissions and other payments. These are paid by Franklin Templeton
Distributors, Inc. (Distributors) from sales charges, distribution and service
(12b-1) fees and its other resources.
INSURED FUND CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------
COMMISSION (%) - 3.00 2.00
Investment under $100,000 4.00 - -
$100,000 but under $250,000 3.25 - -
$250,000 but under $500,000 2.25 - -
$500,000 but under $1 million 1.85 - -
$1 million or more up to 0.75 1 - -
12B-1 FEE TO DEALER 0.10 0.15 2 0.65 3
INTERMEDIATE FUND CLASS A
- ---------------------------------------------------------------------------
COMMISSION (%) -
Investment under $100,000 2.00
$100,000 but under $250,000 1.50
$250,000 but under $500,000 1.00
$500,000 but under $1 million 0.85
$1 million or more up to 0.75 1
12B-1 FEE TO DEALER 0.10
A dealer commission of up to 1% may be paid on Class C NAV purchases. A dealer
commission of up to 0.25% may be paid on Class A NAV purchases by certain trust
companies and bank trust departments, eligible governmental authorities, and
broker-dealers or others on behalf of clients participating in comprehensive fee
programs.
1. During the first year after purchase, dealers may not be eligible to receive
the 12b-1 fee.
2. Dealers may be eligible to receive up to 0.15% from the date of purchase.
After 8 years, Class B shares convert to Class A shares and dealers may then
receive the 12b-1 fee applicable to Class A.
3. Dealers may be eligible to receive up to 0.15% during the first year after
purchase and may be eligible to receive the full 12b-1 fee starting in the 13th
month.
Please keep this supplement for future reference.
o CAT SA-1
SUPPLEMENT DATED FEBRUARY 1, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
FRANKLIN CALIFORNIA TAX-FREE TRUST
DATED NOVEMBER 1, 1999, AS AMENDED JANUARY 1, 2000
The Statement of Additional Information is amended as follows:
I. As of February 1, 2000, the Franklin California Insured Tax-Free Income Fund
offers three classes of shares: Class A, Class B and Class C.
II. The fourth paragraph in the section "Organization, Voting Rights and
Principal Holders" is replaced with the following:
The Insured Fund currently offers three classes of shares, Class A, Class B and
Class C. The fund began offering Class B shares on February 1, 2000. The full
title of each class is:
o Franklin California Insured Tax-Free Income Fund - Class A
o Franklin California Insured Tax-Free Income Fund - Class B
o Franklin California Insured Tax-Free Income Fund - Class C
III. The following is added to the section "Organization, Voting Rights and
Principal Holders":
As of January 3, 2000, the principal shareholders of the funds, beneficial or of
record, were:
NAME AND ADDRESS PERCENTAGE (%)
- --------------------------------------------------------------------------------
MONEY FUND
Kenneth Rainin Ttee 7
U/D/T Dated 03/26/90
5400 Hollis St.
Emeryville, CA 94608-2508
As of January 3, 2000, the officers and board members, as a group, owned of
record and beneficially 5.4% of the Money Fund's shares and less than 1% of the
outstanding shares of the other funds.
IV. The first paragraph of the section "Initial sales charges" on page 16 is
revised to read:
The maximum initial sales charge for the Insured Fund is 4.25% for Class A and
1% for Class C. The maximum initial sales charge for the Intermediate Fund is
2.25%. There is no initial sales charge for Class B of the Insured Fund or for
the Money Fund.
V. The last sentence of the first waiver category in the section "Waivers for
investments from certain payments" on page 18 is revised to read:
This waiver category also applies to Class B and C shares.
VI. The following is added after the first paragraph in the section "Contingent
deferred sales charge (CDSC)" on page 19:
For Class B shares, there is a CDSC 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.
<TABLE>
<CAPTION>
IF YOU SELL YOUR CLASS B SHARES WITHIN
THIS MANY YEARS AFTER BUYING THEM THIS % IS DEDUCTED FROMYOUR PROCEEDS AS A CDSC
- ---------------------------------------------------------------------------------------------
<S> <C>
1 Year 4
2 Years 4
3 Years 3
4 Years 3
5 Years 2
6 Years 1
7 Years 0
</TABLE>
VII. The section "The Class C plan," found on page 24 under "Distribution and
service (12b-1) fees", is replaced with the following:
THE CLASS B AND C PLANS. Under the Class B and C plans of the Insured Fund, the
fund pays Distributors up to 0.50% per year of the class's average daily net
assets, payable monthly for Class B and quarterly for Class C, 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 fund also may pay a servicing fee of
up to 0.15% per year of the class's average daily net assets, payable monthly
for Class B and quarterly for Class C. 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 each of the Class B and C plans also are used to pay
Distributors for advancing the commission costs to securities dealers with
respect to the initial sale of Class B and C 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.
VIII. The section "The Class A and C plans," found on page 24 under
"Distribution and service (12b-1) fees", is renamed "The Class A, B and C
plans."
Please keep this supplement for future reference.
FRANKLIN CALIFORNIA TAX-FREE TRUST
FILE NOS. 2-99112 &
811-4356
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
The following exhibits are incorporated by reference to the previously
filed document indicated below, except as noted:
(a) Agreement and Declaration of Trust
(i) Agreement and Declaration of Trust dated July 18, 1985
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(ii) Certificate of Amendment of Agreement and Declaration of
Trust for the Franklin California Tax-Free Trust dated July
22, 1992
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(iii) Certificate of Amendment of Agreement and Declaration of
Trust of Franklin California Tax-Free Trust dated March 21,
1995
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(b) By-Laws
(i) By-Laws
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(ii) Amendment to By-Laws dated January 18, 1994
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(c) Instruments Defining Rights of Security Holders
Not Applicable
(d) Investment Advisory Contracts
(i) Management Agreement between Registrant and Franklin
Advisers, Inc. dated November 1, 1986
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(ii) Management Agreement between Registrant, on behalf of the
Franklin California Intermediate-Term Tax-Free Income Fund,
and Franklin Advisers, Inc. dated September 21, 1992
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(iii) Amendment dated August 1, 1995 to the Management Agreement
between Registrant, on behalf of the Franklin California
Intermediate-Term Tax-Free Income Fund, and Franklin
Advisers, Inc. dated September 21, 1992
Filing: Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: October 29, 1996
(e) Underwriting Contracts
(i) Amended and Restated Distribution Agreement between
Registrant and Franklin/Templeton Distributors, Inc. dated
March 30, 1995
Filing: Post-Effective Amendment No. 13 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: September 1, 1995
(ii) Forms of Dealer Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers dated March 1,
1998
Filing: Post-Effective Amendment No. 17 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: August 26, 1999
(iii) Amendment of Amended and Restated Distribution Agreement
between Registrant and Franklin/Templeton Distributors,
Inc. dated January 12, 1999
Filing: Post-Effective Amendment No. 17 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: August 26, 1999
(f) Bonus or Profit Sharing Contracts
Not Applicable
(g) Custodian Agreements
(i) Master Custody Agreement between Registrant and Bank of New
York dated February 16, 1996
Registrant: Franklin New York Tax-Free Trust
Filing: Post-Effective Amendment No. 13 to Registration
Statement on Form N-1A
File No. 33-7785
Filing Date: March 1, 1996
(ii) Terminal Link Agreement between Registrant and Bank of New
York dated February 16, 1996
Registrant: Franklin New York Tax-Free Trust
Filing: Post-Effective Amendment No. 13 to Registration
Statement on Form N-1A
File No. 33-7785
Filing Date: March 1, 1996
(iii) Amendment dated May 7, l997 to the Master Custody Agreement
dated February 16, 1996 between Registrant and Bank of New
York
Filing: Post-Effective Amendment No. 15 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: October 30, 1997
(iv) Amendment dated February 27, 1998, to Exhibit A of the Master
Custody Agreement between Registrant and Bank of New
York dated February 16, 1996
Filing: Post-Effective Amendment No. 16 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: August 21, 1998
(v) Amendment dated September 16, 1999, to Exhibit A of the Master
Custody Agreement between Registrant and Bank of New
York dated February 16, 1996
(h) Other Material Contracts
(i) Agreement between Registrant and Financial Guaranty
Insurance Company dated September 3, 1985
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(ii) Amendment to Agreement between Registrant and Financial
Guaranty Insurance Company dated November 24, 1992
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(iii) Subcontract for Fund Administrative Services dated October 1,
1996 and Amendment thereto dated December 1, 1998 between
Franklin Advisers, Inc. and Franklin Templeton Services, Inc.
(i) Legal Opinion
(i) Opinion and Consent of Counsel dated August 18, 1998
Filing: Post-Effective Amendment No. 16 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: August 21, 1998
(j) Other Opinions
(i) Consent of Independent Auditors
(k) Omitted Financial Statements
Not Applicable
(l) Initial Capital Agreements
(i) Letter of Understanding dated April 12, 1995
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(m) Rule 12b-1 Plan
(i) Amended and Restated Distribution Plan pursuant to
Rule 12b-1 dated July 1, 1993 between Registrant, on
behalf of the Franklin California Intermediate-Term
Tax-Free Income Fund, and Franklin/Templeton
Distributors, Inc.
Filing: Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(ii) Distribution Plan pursuant to Rule 12b-1 dated May 1, 1994
between Registrant, on behalf of the Franklin California
Insured Tax-Free Income Fund, and Franklin/Templeton
Distributors, Inc. Filing: Post-Effective Amendment No. 12 to
Registration
Statement on Form N-1A
File No. 2-99112
Filing Date: April 21, 1995
(iii) Class II Distribution Plan pursuant to Rule 12b-1
dated March 30, 1995 between Registrant, on behalf of
the Franklin California Insured Tax-Free Income Fund
- Class II, and Franklin/Templeton Distributors, Inc.
Filing: Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 2-99112
Filing Date: October 29, 1996
(iv) Form of Class B Distribution Plan pursuant to Rule 12b-1
between Registrant, on behalf of Franklin California Insured
Tax-Free Income Fund - Class B, and Franklin/Templeton
Distributors, Inc.
(o) Rule 18f-3 Plan
(i) Form of Multiple Class Plan on behalf of Franklin
California Insured Tax-Free Income Fund
(p) Power of Attorney
(i) Power of Attorney dated January 20, 2000
(ii) Certificate of Secretary dated January 27, 2000
Item 24. Persons Controlled by or Under Common Control with Fund
None
Item 25. 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 the 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.
Please see the Declaration of Trust, By-Laws, Management Agreement and
Distribution Agreements previously filed as exhibits and incorporated herein by
reference.
Item 26. Business and Other Connections of Investment Advisor
The officers and directors of the Registrant's investment advisor also serve as
officers and/or directors or trustees for (1) the advisor'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 advisor (SEC File
801-26292), incorporated herein by reference, which sets forth the officers and
directors of the investment advisor and information as to any business,
profession, vocation or employment of a substantial nature engaged in by those
officers and directors during the past two years.
Item 27. 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 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 Tax-Free Trust
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Franklin Templeton Variable Insurance Products Trust
(formerly Franklin Valuemark Funds)
Institutional Fiduciary Trust
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.
Templeton Variable Products Series Fund
Item 28. 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 Trust or its
shareholder services agent, Franklin/Templeton Investor Services, Inc., both of
whose address is 777 Mariners Island Blvd., San Mateo, CA 94404.
Item 29. Management Services
There are no management-related service contracts not discussed in Part A or
Part B.
Item 30. Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
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 27th day
of January, 2000.
FRANKLIN CALIFORNIA TAX-FREE TRUST
(Registrant)
By: /s/ Rupert H. Johnson, Jr.
--------------------------
Rupert H. Johnson, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Rupert H. Johnson, Jr.* Principal Executive Officer and Trustee
Rupert H. Johnson, Jr. Dated: January 27, 2000
Martin L. Flanagan* Principal Financial Officer
Martin L. Flanagan Dated: January 27, 2000
Diomedes Loo-Tam* Principal Accounting Officer
Diomedes Loo-Tam Dated: January 27, 2000
Frank H. Abbott, III* Trustee
Frank H. Abbott, III Dated: January 27, 2000
Harris J. Ashton* Trustee
Harris J. Ashton Dated: January 27, 2000
Harmon E. Burns* Trustee
Harmon E. Burns Dated: January 27, 2000
S. Joseph Fortunato* Trustee
S. Joseph Fortunato Dated: January 27, 2000
Charles B. Johnson* Trustee
Charles B. Johnson Dated: January 27, 2000
Frank W.T. LaHaye* Trustee
Frank W.T. LaHaye Dated: January 27, 2000
Gordon S. Macklin* Trustee
Gordon S. Macklin Dated: January 27, 2000
*BY /s/ David P. Goss
David P. Goss, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN CALIFORNIA TAX-FREE TRUST
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.(a)(i) Agreement and Declaration of Trust *
dated July 18, 1985
EX-99.(a)(ii) Certificate of Amendment of *
Agreement and Declaration of
Trust for the Franklin
California Tax-Free Trust
dated July 22, 1992
EX-99.(a)(iii) Certificate of Amendment of *
Agreement and Declaration of
Trust of Franklin California
Tax-Free Trust dated March
21, 1995
EX-99.(b)(i) By-Laws *
EX-99.(b)(ii) Amendment to By-Laws dated January 18, *
1994
EX-99.(d)(i) Management Agreement between Registrant *
and Franklin Advisers, Inc. dated
November 1, 1986
EX-99.(d)(ii) Management Agreement between *
Registrant, on behalf of the Franklin
California Intermediate-Term Tax-Free
Income Fund, and Franklin Advisers,
Inc. dated September 21, 1992
EX-99.(d)(iii) Amendment dated August 1, 1995 to the *
Management Agreement between
Registrant, on behalf of the Franklin
California Intermediate-Term Tax-Free
Income Fund, and Franklin Advisers,
Inc. dated September 21, 1992
EX-99.(e)(i) Amended and Restated Distribution *
Agreement between Registrant and
Franklin/Templeton Distributors, Inc.
dated March 30, 1995
EX-99.(e)(ii) Forms of Dealer Agreements *
between Franklin/Templeton
Distributors, Inc. and
Securities Dealers dated March 1, 1998
EX-99.(e)(iii) Amendment of Amended and Restated *
Distribution Agreement between
Registrant and Franklin/Templeton
Distributors, Inc. dated January 12,
1999
EX-99.(g)(i) Master Custody Agreement between *
Registrant and Bank
of New York dated February
16, 1996
EX-99.(g)(ii) Terminal Link Agreement between *
Registrant and Bank of New York dated
February 16, 1996
EX-99.(g)(iii) Amendment dated May 7, 1997 to the *
Master Custody Agreement dated
February 16, 1996 between Registrant
and Bank of New York
EX-99.(g)(iv) Amendment dated February 27, 1998, to *
Exhibit A of the Master Custody
Agreement between Registrant and Bank
of New York dated February 16, 1996
EX-99.(g)(v) Amendment dated September 16, 1999, to Attached
Exhibit A of the Master Custody
Agreement between Registrant and Bank
of New York dated February 16, 1996
EX-99.(h)(i) Agreement between Registrant and *
Financial Guaranty Insurance Company
dated September 3, 1985
EX-99.(h)(ii) Amendment to Agreement between *
Registrant and Financial Guaranty
Insurance Company dated November 24,
1992
EX-99.(h)(iii) Subcontract for Fund Administrative Attached
Services dated October 1, 1996 and
Amendment thereto dated December 1,
1998 between Franklin Advisers, Inc.
and Franklin Templeton Services, Inc.
EX-99.(i)(i) Opinion and Consent of Counsel dated *
August 18, 1998
EX-99.(j)(i) Consent of Independent Auditors Attached
EX-99.(l)(i) Letter of Understanding dated April 12, *
1995
EX-99.(m)(i) Amended and Restated Distribution Plan *
pursuant to Rule 12b-1 dated July 1,
1993 between Registrant, on behalf of
the Franklin California
Intermediate-Term Tax-Free Income Fund,
and Franklin/Templeton Distributors,
Inc.
EX-99.(m)(ii) Distribution Plan pursuant to Rule *
12b-1 dated May 1, 1994 between
Registrant, on behalf of the Franklin
California Insured Tax-Free Income
Fund, and Franklin/Templeton
Distributors, Inc.
EX-99.(m)(iii) Class II Distribution Plan pursuant to *
Rule 12b-1 dated March 30, 1995
between Registrant, on behalf of the
Franklin California Insured Tax-Free
Income Fund, and Franklin/Templeton
Distributors, Inc.
EX-99.(m)(iv) Form of Class B Distribution Plan Attached
pursuant to Rule 12b-1 between
Registrant, on behalf of Franklin
California Insured Tax-Free Income Fund
- Class B, and Franklin/Templeton
Distributors, Inc.
EX-99.(o)(i) Form of Multiple Class Plan on behalf Attached
of Franklin California Insured Tax-Free
Income Fund
EX-99.(p)(i) Power of Attorney dated January 20, 2000 Attached
EX-99.(p)(ii) Certificate of Secretary dated January Attached
27, 2000
*Incorporated by reference
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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Adjustable Rate Securities Delaware Business U.S. Government Adjustable Rate Mortgage
Portfolios Trust Portfolio
Franklin Asset Allocation Fund Delaware Business
Trust
Franklin California Tax-Free Maryland Corporation
Income
Fund, Inc.
Franklin California Tax-Free Massachusetts Franklin California Insured Tax-Free
Trust Business Trust 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 California
Income Fund Corporation
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
Franklin Gold Fund California
Corporation
Franklin High Income Trust Delaware Business AGE High Income Fund
Trust
Franklin Investors Securities Massachusetts Franklin Global Government Income Fund
Trust Business Trust Franklin Short-Intermediate U.S. Govt
Securities Fund
Franklin Convertible Securities Fund
Franklin Adjustable U.S. Government
Securities Fund
Franklin Equity Income Fund
Franklin Bond Fund
Franklin Managed Trust Delaware Business Franklin Rising Dividends Fund
Trust
Franklin Money Fund California
Corporation
Franklin Municipal Securities Delaware Business Franklin California High Yield Municipal
Trust Trust Fund
Franklin Tennessee Municipal Bond Fund
Franklin Mutual Series Fund Maryland Corporation Mutual Shares Fund
Inc. Mutual Beacon Fund
Mutual Qualified Fund
Mutual Discovery Fund
Mutual European Fund
Mutual Financial Services Fund
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
Franklin New York Tax-Free Delaware Business
Income Fund Trust
Franklin New York Tax-Free Massachusetts Franklin New York Tax-Exempt Money Fund
Trust Business Trust Franklin New York Intermediate-Term
Tax-Free
Income Fund
Franklin New York Insured Tax-Free
Income Fund
Franklin Real Estate Delaware Business Franklin Real Estate Securities Fund
Securities Trust Trust
Franklin Strategic Mortgage Delaware Business
Portfolio Trust
Franklin Strategic Series Delaware Business Franklin California Growth Fund
Trust 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 U.S. Long-Short Fund
Franklin Large Cap Growth Fund
Franklin Aggressive Growth Fund
Franklin Tax-Exempt Money Fund California
Corporation
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
Franklin Tax-Free Trust Massachusetts Franklin Massachusetts Insured Tax-Free
Business Trust 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 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
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
Franklin Templeton Fund Delaware Business Franklin Templeton Conservative Target
Allocator Series Trust Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth Target Fund
Franklin Templeton Global Trust Delaware Business Franklin Templeton Global Currency Fund
Trust Franklin Templeton Hard Currency Fund
Franklin Templeton Delaware Business Templeton Pacific Growth Fund
International Trust Trust Templeton Foreign Smaller Companies Fund
Franklin Templeton Money Fund Delaware Business Franklin Templeton Money Fund
Trust Trust
Franklin Value Investors Trust Massachusetts Franklin Balance Sheet Investment Fund
Business Trust Franklin MicroCap Value Fund
Franklin Value Fund
Franklin Templeton Variable Massachusetts Franklin Money Market Fund
Insurance Products Trust Business Trust Franklin Growth and Income Fund
Franklin Natural Resources Securities
Fund
Franklin Real Estate Fund
Franklin Global Communications
Securities Fund
Franklin High Income Fund
Templeton Global Income Securities Fund
Franklin Income Securities Fund
Franklin U.S. Government Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
Franklin Rising Dividends Securities Fund
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
Franklin Templeton Variable Massachusetts Templeton Pacific Growth Fund
Insurance Products Trust Business Trust Templeton International Equity Fund
(cont.) Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton Global Asset Allocation Fund
Franklin Small Cap Fund
Franklin Large Cap Growth Securities Fund
Templeton International Smaller
Companies Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Franklin Global Health Care Securities
Fund
Franklin Value Securities Fund
Franklin Aggressive Growth Securities
Fund
- -----------------------------------------------------------------------------------------------
Institutional Fiduciary Trust Massachusetts Money Market Portfolio
Business Trust Franklin U.S. Government Securities
Money Market
Portfolio
Franklin Cash Reserves Fund
The Money Market Portfolios Delaware Business The Money Market Portfolio
Trust The U.S. Government Securities Money
Market Portfolio
Templeton Variable Products Franklin Growth Investments Fund
Series Fund Mutual Shares Investments Fund
Mutual Discovery Investments Fund
Franklin Small Cap Investments Fund
- -----------------------------------------------------------------------------------------------
INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE)
- -----------------------------------------------------------------------------------------------
CLOSED END FUNDS:
Franklin Multi-Income Trust Massachusetts
Business Trust
Franklin Universal Trust Massachusetts
Business Trust
Franklin Floating Rate Trust Delaware Business
Trust
- -----------------------------------------------------------------------------------------------
</TABLE>
SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
This Subcontract for Fund Administrative Services ("Subcontract")
is made as of October 1, 1996 between FRANKLIN ADVISERS, INC., a California
corporation, hereinafter called the "Investment Manager," and FRANKLIN
TEMPLETON SERVICES, INC. (the "Administrator").
In consideration of the mutual agreements herein made, the
Administrator and the Investment Manager understand and agree as follows:
I. Prime Contract.
This Subcontract is made in order to assist the Investment Manager in
fulfilling certain of the Investment Manager's obligations under each
investment management and investment advisory agreement ("Agreement") between
the Investment Manager and each Investment Company listed on Exhibit A,
("Investment Company") for itself or on behalf of each of its series listed
on Exhibit A (each, a "Fund"). This Subcontract is subject to the terms of
each Agreement, which is incorporated herein by reference.
II. Subcontractual Provisions.
(1) The Administrator agrees, during the life of this Agreement, to
provide the following services to each Fund:
(a) providing office space, telephone, office equipment and
supplies for the Fund;
(b) providing trading desk facilities for the Fund, unless
these facilities are provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for payment on
behalf of the Fund;
(d) supervising preparation of periodic reports to
shareholders, notices of dividends, capital gains distributions and tax
credits; and attending to routine correspondence and other communications
with individual shareholders when asked to do so by the Fund's shareholder
servicing agent or other agents of the Fund;
(e) coordinating the daily pricing of the Fund's investment
portfolio, including collecting quotations from pricing services engaged by
the Fund; providing fund accounting services, including preparing and
supervising publication of daily net asset value quotations, periodic
earnings reports and other financial data; and coordinating trade settlements;
(f) monitoring relationships with organizations serving the
Fund, including custodians, transfer agents, public accounting firms, law
firms, printers and other third party service providers;
(g) supervising compliance by the Fund with recordkeeping
requirements under the federal securities laws, including the 1940 Act and
the rules and regulations thereunder, and under other applicable state and
federal laws; and maintaining books and records for the Fund (other than
those maintained by the custodian and transfer agent);
(h) preparing and filing of tax reports including the Fund's
income tax returns, and monitoring the Fund's compliance with subchapter M of
the Internal Revenue Code, as amended, and other applicable tax laws and
regulations;
(i) monitoring the Fund's compliance with: 1940 Act and other
federal securities laws, and rules and regulations thereunder; state and
foreign laws and regulations applicable to the operation of investment
companies; the Fund's investment objectives, policies and restrictions; and
the Code of Ethics and other policies adopted by the Investment Company's
Board of Trustees or Directors ("Board") or by the Fund's investment adviser
and applicable to the Fund;
(j) providing executive, clerical and secretarial personnel
needed to carry out the above responsibilities;
(k) preparing and filing regulatory reports, including without
limitation Forms N-1A and NSAR, proxy statements, information statements and
U.S. and foreign ownership reports; and
(l) providing support services incidental to carrying out these
duties.
Nothing in this Agreement shall obligate the Investment Company or any Fund
to pay any compensation to the officers of the Investment Company. Nothing
in this Agreement shall obligate the Administrator to pay for the services of
third parties, including attorneys, auditors, printers, pricing services or
others, engaged directly by the Fund to perform services on behalf of the
Fund.
(2) The Investment Manager agrees to pay to the Administrator as
compensation for such services a monthly fee equal on an annual basis to
0.15% of the first $200 million of the average daily net assets of each Fund
during the month preceding each payment, reduced as follows: on such net
assets in excess of $200 million up to $700 million, a monthly fee equal on
an annual basis to 0.135%; on such net assets in excess of $700 million up to
$1.2 billion, a monthly fee equal on an annual basis to 0.1%; and on such net
assets in excess of $1.2 billion, a monthly fee equal on an annual basis to
0.075%.
From time to time, the Administrator may waive all or a portion of its fees
provided for hereunder and such waiver shall be treated as a reduction in the
purchase price of its services. The Administrator shall be contractually
bound hereunder by the terms of any publicly announced waiver of its fee, or
any limitation of each affected Fund's expenses, as if such waiver or
limitation were fully set forth herein.
(3) This Subcontract shall become effective on the date written above
and shall continue in effect as to each Investment Company and each Fund so
long as (1) the Agreement applicable to the Investment Company or Fund is in
effect and (2) this Subcontract is not terminated. This Subcontract will
terminate as to any Investment Company or Fund immediately upon the
termination of the Agreement applicable to the Investment Company or Fund,
and may in addition be terminated by either party at any time, without the
payment of any penalty, on sixty (60) days' written notice to the other party.
(4) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or of reckless disregard of its
duties and obligations hereunder, the Administrator shall not be subject to
liability for any act or omission in the course of, or connected with,
rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Subcontract to
be executed by their duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /s/ Deborah R. Gatzek
---------------------
Deborah R. Gatzek
Title: Vice President
& Assistant Secretary
FRANKLIN TEMPLETON SERVICES, INC.
By: /s/ Harmon E. Burns
-------------------
Harmon E. Burns
Title: Executive Vice President
TERMINATION OF AGREEMENT
Franklin Advisers, Inc. and Templeton Global Investors, Inc., hereby agree
that the Subcontracts for Administrative Services between them dated: (1)
August 28, 1996 for the Franklin Templeton Global Trust on behalf of all
series of the Trust; (2) July 24, 1995 for the Franklin Templeton
International Trust on behalf of its series Templeton Foreign Smaller
Companies Fund (formerly known as Franklin International Equity Fund); (3)
July 18, 1995 for the Franklin Templeton International Trust on behalf of its
series Templeton Pacific Growth Fund; and (4) July 14, 1995 for the Franklin
Investors Securities Trust on behalf of its series Franklin Global Government
Income Fund are terminated effective as of the date of the Subcontract for
Fund Administrative Services above.
FRANKLIN ADVISERS, INC.
By /s/ Harmon E. Burns
-------------------
Harmon E. Burns
Executive Vice President
Templeton Global Investors, Inc.
By /s/ Martin L. Flanagan
----------------------
Martin L. Flanagan
President, CEO
AMENDMENT TO SUBCONTRACT FOR
FUND ADMINISTRATIVE SERVICES
The Subcontract for Fund Administrative Services dated October 1,
1996 between FRANKLIN ADVISERS, INC. and FRANKLIN TEMPLETON SERVICES, INC. is
hereby amended, to replace Exhibit A with the attached Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /s/ Deborah R. Gatzek
---------------------
Deborah R. Gatzek
Vice President & Assistant Secretary
FRANKLIN TEMPLETON SERVICES, INC.
By: /s/ Harmon E. Burns
-------------------
Harmon E. Burns
Executive Vice President
Date: December 1, 1998
<TABLE>
<CAPTION>
SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
between
Franklin Advisers, Inc.
and
Franklin Templeton Services, Inc.
EXHIBIT A
- ---------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SERIES ---(if applicable)
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Franklin High Income Trust AGE High Income Fund
Franklin Asset Allocation Fund
Franklin California Tax-Free Income
Fund, Inc.
Franklin California Tax-Free 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. Utilities Series
Dynatech Series
Income Series
U.S. Government Securities Series
Franklin Equity Fund
Franklin Federal Tax- Free Income
Fund
Franklin Gold Fund
Franklin Investors Securities Trust Franklin Global Government Income Fund
Franklin Short-Intermediate U.S. Government Securities Fund
Franklin Convertible Securities Fund
Franklin Equity Income Fund
Franklin Municipal Securities 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
Franklin New York Tax-Free Income
Fund*
- ---------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SERIES ---(if applicable)
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Franklin New York Tax-Free Trust Franklin New York Tax-Exempt Money Fund
Franklin New York Insured Tax-Free Income Fund
Franklin New York Intermediate-Term Tax-Free
Income Fund**
Franklin Real Estate Securities Franklin Real Estate Securities Fund
Trust
Franklin Strategic Mortgage
Portfolio***
Franklin Strategic Series 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 Tax-Exempt Money Fund
Franklin Tax-Free 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 SERIES ---(if applicable)
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Franklin Templeton International Templeton Pacific Growth Fund
Trust Templeton Foreign Smaller Companies Fund
Franklin Templeton Global Trust Franklin Templeton Global Currency Fund
Franklin Templeton Hard Currency Fund
CLOSED END FUNDS:
Franklin Multi-Income Trust
Franklin Universal Trust
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- --------
* Effective as of 10/1/98
** Effective as of 3/19/98
*** Effective 2/26/98
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 18
to the Registration Statement of Franklin California Tax-Free Trust on Form
N-1A, File No. 2-99112 of our report dated August 3, 1999 on our audit of the
financial statements and financial highlights of Franklin California Tax-Free
Trust, which report is included in the Annual Report to Shareholders for the
year ended June 30, 1999, filed with the Securities and Exchange Commission
pursuant to section 30(d) of the Investment Company Act of 1940, which is
incorporated by reference in the Registration Statement. We also consent to the
reference to our firm under the captions "Financial Highlights" and "Auditor."
/s/ PricewaterhouseCoopers LLP
San Francisco, California
January 26, 2000
CLASS B DISTRIBUTION PLAN
I. Investment Company: FRANKLIN CALIFORNIA TAX-FREE TRUST
II. Fund: FRANKLIN CALIFORNIA INSURED 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 CALIFORNIA TAX-FREE TRUST
By: _________________________
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: _________________________
MULTIPLE CLASS PLAN
ON BEHALF OF
FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND
This Multiple Class Plan (the "Plan") has been adopted by a majority of
the Board of Trustees of FRANKLIN CALIFORNIA TAX-FREE TRUST (the "Investment
Company") for its series, FRANKLIN CALIFORNIA INSURED 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 Rule 2830(d) of the Conduct Rules of the National
Association of Securities Dealers, Inc.
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
California 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
California Tax-Free Trust, on behalf of its series Franklin California
Insured Tax-Free Income Fund, by a majority of the Trustees of the Trust on
__________________.
______________________
Deborah R. Gatzek
Secretary
POWER OF ATTORNEY
The undersigned officers and trustees of FRANKLIN CALIFORNIA TAX-FREE
TRUST (the "Registrant") hereby appoint MARK H. PLAFKER, HARMON E. BURNS,
DEBORAH R. GATZEK, KAREN L. SKIDMORE, LEIANN NUZUM, MURRAY L. SIMPSON, BARBARA
J. GREEN AND DAVID P. GOSS (with full power to each of them to act alone) his
attorney-in-fact and agent, in all capacities, to execute, deliver and file in
the names of the undersigned, any and all instruments that said attorneys and
agents may deem necessary or advisable to enable the Registrant to comply with
or register any security issued by the Registrant under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, as amended, and the
rules, regulations and interpretations thereunder, including but not limited to,
any registration statement, including any and all pre- and post-effective
amendments thereto, any other document to be filed with the U.S. Securities and
Exchange Commission and any and all documents required to be filed with respect
thereto with any other regulatory authority. Each of the undersigned grants to
each of said attorneys, full authority to do every act necessary to be done in
order to effectuate the same as fully, to all intents and purposes, as he could
do if personally present, thereby ratifying all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts,
each of which shall be deemed to be an original, and all of which shall be
deemed to be a single document.
The undersigned officers and trustees hereby execute this Power of
Attorney as of the 20th day of January , 2000.
/s/ Rupert H. Johnson, Jr. /s/ Frank H. Abbott, III
Rupert H. Johnson, Jr., Frank H. Abbott, III,
Principal Executive Officer and Trustee Trustee
/s/ Harris J. Ahston /s/ Harmon E. Burns
Harris J. Ashton, Harmon E. Burns,
Trustee Trustee
/s/ S. Joseph Fortunato /s/ Charles B. Johnson
S. Joseph Fortunato, Charles B. Johnson,
Trustee Trustee
/s/ Frank W.T. LaHaye /s/ Gordon S. Macklin
Frank W.T. LaHaye, Gordon S. Macklin,
Trustee Trustee
/s/ Martin L. Flanagan /s/ Kimberly H. Monasterio
Martin L. Flanagan, Kimberley H. Monasterio,
Principal Financial Officer Principal Accounting Officer
CERTIFICATE OF SECRETARY
I, David P. Goss, certify that I am Assistant Secretary of FRANKLIN CALIFORNIA
TAX-FREE TRUST (the "Trust").
As Assistant Secretary of the Trust, I further certify that the following
resolution was adopted by a majority of the Trustees of the Trust present at a
meeting held at 777 Mariners Island Boulevard, San Mateo, California 94404, on
January 20, 2000.
RESOLVED, that a Power of Attorney, substantially in the form of the
Power of Attorney presented to this Board, appointing Harmon E. Burns,
Deborah R. Gatzek, Mark H. Plafker, Karen L. Skidmore, Leiann Nuzum,
Murray L. Simpson, Barbara J. Green and David P. Goss as
attorneys-in-fact for the purpose of filing documents with the
Securities and Exchange Commission, be executed by each Trustee and
designated officer.
I declare under penalty of perjury that the matters set forth in this
certificate are true and correct of my own knowledge.
/S/ DAVID P. GOSS
-------------------
Dated: JANUARY 27, 2000 David P. Goss
Assistant Secretary
