As filed with the Securities and Exchange Commission on October 31, 1995.
File No. 811-7038
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6 (X)
THE MONEY MARKET PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Address of Principal Executive Offices (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 312-2000
Harmon E. Burns, 777 Mariners Island Blvd., San Mateo, CA 94404
(Name and Address of Agent for Service of Process)
Please Send Copy of Communications to:
Mark H. Plafker, Esq.
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19102
THE MONEY MARKET PORTFOLIOS
The Money Market Portfolio
FORM N-1A, Part A:
Item
Responses to Items 1 through 3 have been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
General Description of Registrant
About the Portfolio
The Money Market Portfolio ("Portfolio") is one of two no-load, open-end,
diversified series of The Money Market Portfolios (the "Trust"), a management
investment company, or mutual fund, is a Delaware business trust organized on
June 16, 1992 and registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940, as amended (the "1940
Act"). The Trust's other series is The U.S. Government Securities Money
Market Portfolio. Both series issue shares of beneficial interest with a par
value of $.01 per share without any sales charge and seek to maintain a
stable net asset value of $1.00.
An investment in the Portfolio is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Portfolio will be able to
maintain a stable net asset value of $1.00.
Shares of the Portfolio are not deposits or obligations of, or guaranteed or
endorsed by, any bank; further, such shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other agency. Shares of the Portfolio involve investment risks, including
the possible loss of principal.
Investment Objective and Policies of the Portfolio
The Portfolio's investment objective is high current income consistent with
capital preservation and liquidity. The investment objective is a
fundamental policy of the Portfolio and may not be changed without
shareholder approval. In seeking to achieve its objective, the Portfolio
invests all of its assets in various types of money market instruments, such
as U.S. government and federal agency obligations, certificates of deposit,
bankers' acceptances, time deposits of major financial institutions, high
grade commercial paper, high grade short-term corporate obligations, taxable
municipal securities and repurchase agreements (secured by U.S. government
securities). As with any other investment, there is no assurance that the
Portfolio's objective will be achieved.
Quality, Diversification and Maturity Standards. In accordance with
procedures adopted pursuant to Rule 2a-7 under the 1940 Act the Portfolio, as
a matter of fundamental policy, limits its investments to U.S. government
securities (as discussed below) or U.S. dollar-denominated instruments which
the Board of Trustees (the Board") determine present minimal credit risks and
which are, as required by the federal securities laws, rated in one of the
two highest rating categories as determined by nationally recognized
statistical rating organizations, or which are unrated and of comparable
quality, with remaining maturities of 397 calendar days or less ("Eligible
Securities"). The Portfolio maintains a dollar-weighted average maturity of
the securities in its portfolio of 90 days or less. The Portfolio will not
invest more than 5% of its total assets in Eligible Securities of a single
issuer, other than U.S. government securities, rated in the highest category
by the requisite number of rating organizations, except that the Portfolio
may exceed that limit as permitted by Rule 2a-7 for a period of up to three
business days; and the Portfolio will not invest (a) the greater of 1% of the
Portfolio's total assets or $1 million in Eligible Securities issued by a
single issuer rated in the second highest category; and (b) more than 5% of
its total assets in Eligible Securities of all issuers rated in the second
highest category. See part B for a description of ratings.
Because the Portfolio limits its investments to high quality securities, it
will generally earn lower yields than if it purchased securities with a lower
rating and correspondingly higher expected rate of return.
As a matter of fundamental policy (which may not be changed without
shareholder approval), the Portfolio may not purchase any securities other
than obligations of the U.S. government, its agencies or instrumentalities,
if, immediately after such purchase, more than 5% of its total assets would
be invested in securities of any one issuer with respect to 75% of the
Portfolio's total assets, or more than 10% of the outstanding voting
securities of any one issuer would be owned by the Portfolio.
As stated above in accordance with procedures adopted pursuant to Rule 2a-7,
the Portfolio will not invest more than 5% of the Portfolio's total assets in
Eligible Securities of a single issuer, other than U.S. government
securities. In addition, the Portfolio may not invest more than 5% of its
total assets in the securities of companies (including predecessors) which
have been in continuous operation for less than three years, nor invest more
than 25% of its total assets in any particular industry. The Portfolio may,
however, invest more than 25% of its assets in certain domestic bank
obligations. The foregoing limitations do not apply to U.S. government
securities and federal agency obligations, or to repurchase agreements fully
collateralized by such government securities or obligations, although certain
tax diversification requirements apply to investments in repurchase
agreements and other securities that are not treated as U.S. government
obligations under the Internal Revenue Code of 1986, as amended (the "Code").
U.S. Government Securities. The Portfolio may invest in U.S. government
securities which consist of marketable, fixed, floating and variable rate
securities issued or guaranteed by the U.S. government, its agencies, or by
various instrumentalities which have been established or sponsored by the
U.S. government . Certain of these obligations, including U.S. Treasury
bills, notes and bonds and securities of the Government National Mortgage
Association (popularly called "GNMAs" or "Ginnie Maes") and the Federal
Housing Administration, are issued or guaranteed by the U.S. government or
carry a guarantee supported by the full faith and credit of the U.S.
government. Other U.S. government securities are issued or guaranteed by
federal agencies or government-sponsored enterprises and are not direct
obligations of the U.S. government, but involve sponsorship or guarantees by
government agencies or enterprises. These obligations include securities
that are supported by the right of the issuer to borrow from the U.S.
Treasury, such as obligations of the Federal Home Loan Bank, and securities
that are supported by the credit of the instrumentality, such as Federal
National Mortgage Association ("FNMA") bonds. In this connection the
Portfolio may use any portion of its assets invested in U.S. government
securities to concurrently enter into repurchase agreements with respect to
such securities.
Bank Obligations. The Portfolio may also invest in bank obligations or
instruments secured by bank obligations. Such instruments may include fixed,
floating or variable rate certificates of deposit, letters of credit, time
deposits, and bankers' acceptances issued by banks and savings institutions
with assets of at least one billion dollars. Bank obligations may be
obligations of U.S. banks, foreign branches of U.S. banks (referred to as
"Eurodollar Investments"), U.S. branches of foreign banks (referred to as
"Yankee Dollar Investments") and foreign branches of foreign banks ("Foreign
Bank Investments"). When investing in a bank obligation issued by a branch,
the parent bank must have assets of at least five billion dollars. The
Portfolio may invest only up to 25% of its assets in obligations of foreign
branches of U.S. or foreign banks. The Portfolio may, however, invest more
than 25% of its assets in certain domestic bank obligations. Investments in
obligations of U.S. branches of foreign banks, which are considered domestic
banks, may only be made if such branches have a federal or state charter to
do business in the U.S. and are subject to U.S. regulatory authorities. (See
"Investment Risk Considerations" for more information regarding these
investments.)
Time deposits are non-negotiable deposits maintained in a foreign branch of a
U.S. or foreign banking institution for a specified period of time at a
stated interest rate. The Portfolio may not invest more than 10% of its
assets in time deposits with maturities in excess of seven calendar days.
Commercial Paper. The Portfolio may also invest in commercial paper of
domestic or foreign issuers subject to the quality and other criteria
described under "Quality, Diversification and Maturity Standards" above.
Commercial paper obligations may include variable amount master demand notes
that are obligations which permit the investment of fluctuating amounts by
the Portfolio at varying rates of interest pursuant to direct arrangements
between the Portfolio, as lender, and the borrower. These notes permit daily
changes in the amounts borrowed. The Portfolio has the right to increase the
amount provided by the note agreement, or to decrease the amount, and the
borrower may repay up to the full amount of the note without penalty. The
borrower is often a large industrial or finance company which also issues
commercial paper. Typically, these notes provide that the interest rate is
set daily by the borrower; the rate is usually the same or similar to the
interest on commercial paper being issued by the borrower. Because variable
amount master demand notes are direct lending arrangements between the lender
and the borrower, it is not generally contemplated that such instruments will
be traded, and there is no secondary market for these notes, although they
are redeemable (and thus immediately repayable by the borrower) at face value
plus accrued interest at any time. Accordingly, the Portfolio's right to
redeem is dependent on the ability of the borrower to pay principal and
interest on demand. In connection with master demand note arrangements, the
Portfolio's investment manager will consider earning power, cash flow and
other liquidity ratios of the issuer. The Portfolio, which has no specific
limits on aggregate investments in master demand notes, will invest in notes
of only U.S. issuers. While master demand notes, as such, are not typically
rated by credit rating agencies, if not so rated, the Portfolio may invest in
them only if, at the time of an investment, the issuer meets the criteria set
forth above for all other commercial paper issuers.
Corporate Obligations. The corporate obligations which the Portfolio may
purchase are fixed, floating and variable rate bonds, debentures or notes
which are considered by the Portfolio to be Eligible Securities. Such
obligations must mature in 397 calendar days or less. Generally speaking, the
higher an instrument is rated, the grater its safety and the lower its
yield.
Municipal Securities. The Portfolio may invest up to 10% of its assets in
taxable municipal securities, issued by or on behalf of states, territories,
and possessions of the U.S. and the District of Columbia and their political
subdivisions, agencies, and instrumentalities, the interest on which is not
exempt from federal income tax. Municipal securities in which the Portfolio
invests are subject to the quality and other criteria described under
"Quality, Diversification and Maturity Standards" above. Generally,
municipal securities are used to raise money for various public purposes such
as constructing public facilities and making loans to public institutions.
Taxable municipal bonds are generally issued to provide funding for privately
operated facilities.
Repurchase Agreements. The Portfolio may engage in repurchase transactions,
in which the Portfolio purchases a U.S. government security subject to resale
to a bank or dealer at an agreed-upon price and date. The transaction
requires the collateralization of the seller's obligation by the transfer of
securities with an initial market value, including accrued interest, equal to
at least 102% of the dollar amount invested by the Portfolio in each
agreement, with the value of the underlying securities marked to market daily
to maintain coverage of at least 100%. A default by the seller might cause
the Portfolio to experience a loss or delay in the liquidation of the
collateral securing the repurchase agreement. The Portfolio might also incur
disposition costs in liquidating the collateral. The Portfolio, however,
intends to enter into repurchase agreements only with financial institutions
such as broker-dealers and banks which are deemed creditworthy by the
Portfolio's investment manager. A repurchase agreement is deemed to be a loan
under the 1940 Act. The U.S. government security subject to resale (the
collateral) will be held on behalf of the Portfolio by a custodian approved
by the Board and will be held pursuant to a written agreement. Securities
subject to repurchase agreements will be deemed to have a maturity date
coincident with the date upon which the Portfolio has agreed to resell such
securities.
Illiquid Investments. As a matter of fundamental policy the Portfolio may not
acquire securities subject to legal or contractual restrictions on resale,
securities which are not readily marketable, or enter into repurchase
agreements or master demand notes with more than seven days to maturity if,
as a result, more than 10% of the value of the Portfolio's total assets would
be invested in such repurchase agreements or securities.
Other Policies. As a fundamental policy the Portfolio may borrow from banks
for temporary or emergency purposes only and pledge its assets for such loans
in amounts up to 5% of the Portfolio's total assets. No new investments will
be made by the Portfolio while any outstanding loans exceed 5% of its total
assets.
Depending on its view of market conditions and cash requirements, the
Portfolio may or may not hold securities purchased until maturity. The yield
on certain instruments held by the Portfolio may decline if sold prior to
maturity.
Whenever the Portfolio's investment manager believes market conditions are
such that yields could be increased by actively trading the portfolio
securities to take advantage of short-term market variations, the Portfolio
may do so without restriction or limitation. The Portfolio may not invest in
securities other than the types of securities listed above and is subject to
other specific investment restrictions, some of which may be changed only
with approval of a majority of the Portfolio's outstanding voting securities.
For a list of these restrictions and more information concerning the various
transactions mentioned above, please refer to Part B.
Loans of Portfolio Securities. As approved by the Board and subject to the
following conditions, the Portfolio, as a matter of fundamental policy, may
lend its portfolio securities to qualified securities dealers or other
institutional investors, provided that such loans do not exceed 25% of the
value of the Portfolio's total assets at the time of the most recent loan,
and further provided that the borrower deposits and maintains 102% cash
collateral for the benefit of the Portfolio. The lending of securities is a
common practice in the securities industry. The Portfolio engages in security
loan arrangements with the primary objective of increasing the Portfolio's
income either through investing the cash collateral in short-term interest
bearing obligations or by receiving a loan premium from the borrower. Under
the securities loan agreement, the Portfolio continues to be entitled to all
dividends or interest on any loaned securities. As with any extension of
credit, there are risks of delay in recovery and loss of rights in the
collateral should the borrower of the security fail financially.
Investment Risk Considerations
Any of the Portfolio's Eurodollar Investments, Yankee Dollar Investments,
Foreign Bank Investments or investments in commercial paper of foreign
issuers will involve risks that are different from investments in obligations
of domestic entities. These risks may include future unfavorable political
and economic developments, possible withholding taxes, seizure of foreign
deposits, currency controls, interest limitations, or other governmental
restrictions which might affect the payment of principal or interest on
securities the Portfolio holds. In addition, there may be less publicly
available information about such foreign banks or foreign issuers of
commercial paper.
The Portfolio may also purchase and sell securities on a "when-issued" and
"delayed delivery" basis. These transactions are subject to market
fluctuation and the value at delivery may be more or less than the purchase
price. When the Portfolio is the buyer in such a transaction, it will
maintain, in a segregated account with its custodian, cash or high-grade
marketable securities having an aggregate value equal to the amount of such
purchase commitments until payment is made. To the extent the Portfolio
engages in when-issued and delayed delivery transactions, it will do so for
the purpose of acquiring securities for its portfolio consistent with its
investment objective and policies and not for the purpose of investment
leverage. In when-issued and delayed delivery transactions, the Portfolio
relies on the seller to complete the transaction. The seller's failure to
complete the transaction may cause the Portfolio to miss a price or yield
considered to be advantageous. Securities purchased on a when-issued or
delayed delivery basis do not generally earn interest until their scheduled
delivery.
Management of the Fund
Management of the Portfolio
The Board has the primary responsibility for the overall management of the
Portfolio and for electing the officers of the Trust who are responsible for
administering its day-to-day operations. For information concerning the
officers and trustees of the Portfolio, see "Officers and Trustees" in Part
B.
Franklin Advisers, Inc. ("Advisers" or "Manager"), 777 Mariners Island Blvd.,
San Mateo, California 94404, serves as the investment manager for the
Portfolio. Advisers is a wholly-owned subsidiary of Franklin Resources, Inc.
("Resources"), a publicly owned holding company, the principal shareholders
of which are Charles B. Johnson and Rupert H. Johnson, Jr., who own
approximately 20% and 16%, respectively, of Resources' outstanding shares.
Resources is engaged in various aspects of the financial services industry
through its various subsidiaries (the "Franklin Templeton Group"). Advisers
acts as investment manager or administrator to 34 U.S. registered investment
companies (116 separate series) with aggregate assets of over $76 billion.
Pursuant to the management agreement, Advisers supervises and implements the
Portfolio's investment activities and provides certain administrative
services and facilities which are necessary to conduct the Portfolio's
business.
Under the management agreement, the Portfolio is obligated to pay Advisers a
fee, computed daily and payable monthly, at the annual rate of 0.15% of the
Portfolio's average daily net assets. The Portfolio is responsible for its own
operating expenses, including, but not limited to: Advisers' fee; taxes, if any;
legal and auditing fees; fees and costs of its custodian; the fees and expenses
of trustees who are not members, of affiliated with or interested persons of
advisers; salaries of any personnel not affiliated with Advisers; insurance
premiums, trade association dues, and expenses of obtaining quotations for
calculating the value of the Portfolio's net assets; printing and other expenses
relating to the Portfolio's operations; filing fees; brokerage fees and
commissions, if any; plus any extraordinary and non-recurring expenses.
Advisers has agreed in advance to waive a portion of its management fees.
During the fiscal year ended June 30, 1995, the Portfolio's management fee,
before any advance waiver, represented an amount equal to 0.15% of the
average daily net assets of the Portfolio. Total operating expenses,
including management fees before any advance waiver would have represented
0.16% of the average daily net assets of the Portfolio. Pursuant to an
agreement by Advisers to limit its fees, the Portfolio paid management fees
totaling 0.14% of the average daily net assets of the Portfolio and operating
expenses totaling 0.15%. This arrangement may be terminated by Advisers at
any time.
It is not anticipated that the Portfolio will incur a significant amount of
brokerage expenses because short-term money market instruments are generally
traded on a "net" basis, that is, in principal transactions which involve the
receipt by the broker of a spread between the bid and ask prices for the
securities, and not the receipt of commissions. In the event that the
Portfolio does participate in transactions involving brokerage commissions,
it is the Manager's responsibility to select brokers through whom such
transactions will be effected. The Manager would try to obtain the best
execution on all such transactions. If it is felt that more than one broker
would be able to provide the best execution, the Manager will consider the
furnishing of quotations and of other market services, research, statistical
and other data for the Manager and its affiliates, as well as the sale of
shares of the Portfolio, as factors in selecting a broker. Further
information is included under "Brokerage Allocation" in Part B.
Responses to Item 5(c) have been omitted pursuant to Instruction 3 to
paragraph 5(c).
Shareholder accounting and many of the clerical functions for the Portfolio
are performed by Franklin/Templeton Investor Services, Inc. ("Investor
Services" or "Shareholder Services Agent"), 777 Mariners Island Blvd., San
Mateo, CA 94404, in its capacity as transfer agent and dividend-paying agent.
Investor Services is a wholly-owned subsidiary of Resources.
Item 5A. The response to Item 5A has been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
Capital Stock and Other Securities
General Information
The Portfolio is a series of the Trust, an open-end management investment
company, which is a Delaware business trust organized on June 16, 1992. The
Agreement and Declaration of Trust permits the trustees to issue an unlimited
number of full and fractional shares of beneficial interest, with a par value
of $.01 per share, which may be issued in any number of series. Currently,
the Trust has two series: one series representing interests in the Portfolio
and the other series representing interests in The U.S. Government Securities
Money Market Portfolio. Shares issued will be fully paid and non-assessable
and will have no preemptive, conversion, or sinking rights. Shares of each
series have equal and exclusive rights as to dividends and distributions as
declared by such series and the net assets of such series upon liquidation or
dissolution.
The organization expenses of the Portfolio are being amortized over a period
of five years from the effective date of the Trust's registration statement
under the 1940 Act. In the event any initial shares of the Portfolio
purchased by Resources are redeemed during the amortization period, such
redemption will be reduced by a pro rata portion of any of the then
unamortized organization expenses. Such portion is to be calculated by
dividing the number of initial shares redeemed by the aggregate number of
remaining initial shares at the time of redemption. Investors purchasing
shares of the Portfolio during the amortization period bear such expenses
only as they are amortized against the Portfolio's income.
Shares of each series have equal rights as to voting and vote separately as
to issues affecting that series or the Trust unless otherwise permitted by
the 1940 Act. Voting rights are noncumulative, so that in any election of
trustees the holders of more than 50% of the Trust's total outstanding shares
can elect all of the trustees if they choose to so do, and in such event the
holders of the remaining shares voting will not be able to elect any person
or persons to the Board. Meetings of shareholders may be called by the
trustees in their discretion or by shareholders holding at least 10% of the
outstanding shares of the Trust for the purpose of electing or removing
trustees. Shareholders will receive assistance in communicating with other
shareholders in connection with the election or removal of trustees, such as
that provided in Section 16(c) of the 1940 Act.
Distributions To Shareholders
The Portfolio declares dividends for each day that the Portfolio's net asset
value is calculated, payable to shareholders of record as of the close of
business that day. The amount of dividends may fluctuate from day to day and
dividends may be omitted on some days, depending on changes in the factors
that comprise the Portfolio's net investment income. The Portfolio does not
pay "interest" or guarantee any fixed rate of return on an investment in its
shares.
Dividends are automatically reinvested monthly in the form of additional
shares of the Portfolio at the net asset value per share at the close of
business on the last business day of the month. Shareholders may request to
have their dividends paid out monthly in cash by notifying the Portfolio.
The daily dividend includes accrued interest and any original issue and
market discount, plus or minus any gain or loss on the sale of portfolio
securities and changes in unrealized appreciation or depreciation in
portfolio securities (to the extent required to maintain a stable net asset
value per share) less amortization of any premium paid on the purchase of
portfolio securities and the estimated expenses of the Portfolio.
The federal income tax treatment of dividends and distributions is the same
whether received in cash or reinvested in Portfolio shares. (See "Taxation
of the Portfolio and its Shareholders" below.)
Part B includes a further discussion of distributions under "Additional
Information Regarding Distributions and Taxes."
Taxation of the Portfolio and its Shareholders
The following discussion reflects some of the tax considerations that affect
mutual funds and their shareholders.
Each Portfolio is treated as a separate entity for federal income tax
purposes. The Portfolio intends to continue to qualify for treatment as a
regulated investment company under Subchapter M of the Code. By distributing
all of its income and meeting certain other requirements relating to the
sources of its income and diversification of its assets, the Portfolio will
not be liable for federal income or excise taxes.
For federal income tax purposes, any income dividends received from the
Portfolio, as well as any distributions derived from the excess of net
short-term capital gain over net long-term capital loss, are treated as
ordinary income whether received in cash or in additional shares.
Since the Portfolio's income is derived from interest income and gain on the
sale of portfolio securities rather than qualifying dividend income, no
portion of the Portfolio's distributions will generally be eligible for the
corporate dividends-received deduction.
The Portfolio will inform shareholders of the source of dividends and
distributions at the time they are paid and will promptly after the close of
each calendar year advise shareholders of the tax status for federal income
tax purposes of such dividends and distributions.
Additional information in response to this item is contained under the
discussion captioned "Tax Status" in Item 20 of Part B.
7. Purchase of Shares of the Portfolio
The Portfolio's shares have not been registered under the Securities Act of
1933, which means that the Portfolio's shares may not be sold publicly. The
Portfolio may, however, sell its shares through private placements pursuant
to available exemptions from that Act.
Shares of the Portfolio are sold only to other investment companies and certain
institutional investors. All shares are sold at the net asset value (without a
sales charge) next determined after the Portfolio receives the purchase order in
proper form. All investments in the Portfolio are credited to the shareholder's
account in the form of full and fractional shares of the Portfolio (rounded to
the nearest 1/1000 of a share). The Portfolio does not issue share certificates.
The minimum initial investment is $5,000,000 with no minimum applicable to
subsequent investments. The Portfolio reserves the right to waive the minimum
investment requirements.
Shares may generally be purchased on business days except when the New York
Stock Exchange (the "Exchange") is closed. Federal Funds wire purchase
orders are not accepted on days when the Federal Reserve Bank System and the
Portfolio's custodian are closed.
Valuation of Portfolio Shares
The net asset value per share of the Portfolio is determined as of 3:00 p.m.
Pacific time each day that the Exchange is open for business and on those
days on which there is a sufficient degree of trading in the Portfolio's
portfolio securities that the net asset value of the Portfolio's shares may
be affected.
The net asset value per share of the Portfolio is calculated by adding the
value of all portfolio holdings and other assets, deducting the Portfolio's
liabilities, and dividing the result by the number of Portfolio shares
outstanding.
The valuation of portfolio securities held by the Portfolio is based upon
their amortized cost value, which does not take into account unrealized
capital gain or loss. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the investment. The Portfolio's use of amortized cost which
facilitates the maintenance of the Portfolio's per share net asset value of
$1.00 is permitted by Rule 2a-7. Further information is included under
"Purchase, Redemption and Pricing of Securities Being Offered" in Part B.
Redemption or Repurchase
How to Sell Shares of the Portfolio
As stated under "Purchase of Shares of the Portfolio" above, the Portfolio's
shares have not been registered under the Securities Act of 1933, which means
that its shares are restricted securities which may not be sold unless
registered or pursuant to an available exemption from that Act. Redemption
of shares is not a sale under that Act, and therefore shareholders are not
restricted in redeeming their shares.
Redemptions are processed on any day on which the Portfolio is open for
business except for those days that the Federal Reserve Bank System and the
Portfolio's custodian are closed and are effected at the Portfolio's net
asset value next determined after the Portfolio receives a redemption request
in proper form.
Payment for redeemed shares is made promptly, but not later than seven days
after receipt of the redemption request in proper form. Proceeds for
redemption orders cannot be wired on those business days when the Federal
Reserve Bank System and the Portfolio's custodian are closed. In addition,
the right of redemption may be suspended or the date of payment postponed in
accordance with the rules under the 1940 Act. Redemptions are taxable
events, and the amount received may be more or less than the amount invested
by the shareholder, depending on the fluctuations in the market value of the
assets owned by the Portfolio.
Pending Legal Proceedings
Not Applicable
Part B:
10. Cover Page
Not Applicable
11. Table of Contents
Not Applicable
12. General Information and History
Not Applicable
13. Investment Objective and Policies
As noted in response to Item 4, the Portfolio's investment objective is high
current income consistent with capital preservation and liquidity. In
addition to the policies stated in response to Item 4, the following
restrictions (except as noted) have been adopted as fundamental policies for
the Portfolio, which means that they may not be changed without the approval
of a majority of the Portfolio's outstanding voting securities.
Under the 1940 Act, a "vote of a majority of the outstanding
voting securities" of the portfolio means the affirmative vote of the lesser
of (i) more than 50% of the outstanding voting securities of the Portfolio,
or (ii) 67% or more of the voting securities present at a meeting if the
holders if more than 50% of the outstanding shares of the Portfolio are
represented at that meeting. The Portfolio may not:
(1) Borrow money or mortgage or pledge any of its assets, except that
borrowings (and a pledge of assets therefor) for temporary or emergency
purposes may be made from banks in any amount up to 5% of the total asset
value.
(2) Make loans, except (a) through the purchase of debt securities in
accordance with the investment objectives and policies of the Portfolio, (b)
to the extent the entry into a repurchase agreement is deemed to be a loan,
or (c) by the loan of its portfolio securities in accordance with the
policies described above.
(3) Invest in any issuer for purposes of exercising control or management.
(4) Buy any securities "on margin" or sell any securities "short," except
that it may use such short-term credits as are necessary for the clearance of
transactions.
(5) Purchase securities, in private placements or in other transactions,
for which there are legal or contractual restrictions on resale and are not
readily marketable, or enter into a repurchase agreement with more than seven
days to maturity if, as a result, more than 10% of the total assets of the
Portfolio would be invested in such securities or repurchase agreements.
(6) Purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition, or reorganization.
(7) Invest more than 25% of its assets in securities of any industry,
although for purposes of this limitation, U.S. government obligations are not
considered to be part of any industry. This prohibition does not apply where
the policies of the Portfolio as described in Part A specify otherwise.
(8) Act as underwriter of securities issued by other persons except insofar
as the Trust may technically be deemed an underwriter under the federal
securities laws in connection with the disposition of portfolio securities.
(9) Purchase securities from or sell to the Trust's officers and trustees,
or any firm of which any officer or trustee is a member, as principal, or
retain securities of any issuer if, to the knowledge of the Trust, one or
more of the Trust's officers, trustees, or investment adviser own
beneficially more than 1/2 of 1% of the securities of such issuer and all
such officers and trustees together own beneficially more than 5% of such
securities.
(10) Acquire, lease or hold real estate, provided that this limitation shall
not prohibit the purchase of municipal and other debt securities secured by
real estate or interests therein.
(11) Invest in commodities and commodity contracts, puts, calls, straddles,
spreads, or any combination thereof, or interests in oil, gas, or other
mineral exploration or development programs, except that it may purchase,
hold, and dispose of "obligations with puts attached" or write covered call
options in accordance with its stated investment policies.
If a percentage restriction contained herein is adhered to at the time of
investment, a later increase or decrease in the percentage resulting from a
change in the value of portfolio securities or the amount of the Portfolio's
assets will not be considered a violation of any of the foregoing
restrictions.
In addition to these fundamental policies, it is the present policy of the
Portfolio (which may be changed without the approval of shareholders) not to
invest in real estate limited partnerships (investments in marketable
securities issued by real estate investment trusts are not subject to this
restriction) or in interests (other than publicly traded equity securities)
in oil, gas, or other mineral leases, exploration or development.
14. Management of the Registrant
Officers and Trustees
The Board of Trustees (the "board") has the responsibility for the overall
management of the Portfolio, including general supervision and review of its
investment activities. The trustees, in turn, elect the officers of the
Trust who are responsible for administering the day-to-day operations of the
Portfolio. The affiliations of the officers and trustees and their principal
occupations for the past five years are listed below. Trustees who are
deemed to be "interested persons" as defined in the Investment Company Act of
1940, as amended (the "1940 Act") are indicated by an asterisk (*).
Positions and Offices Principal Occupations
Name and Address with the Trust During Past Five Years
Frank H. Abbott, III (74)
1045 Sansome St.
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); and
director, trustee or managing general partner, as the case may be, of 31 of
the investment companies in the Franklin Group of Funds.
Harris J. Ashton (63)
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Trustee
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers); Director, RBC Holdings, Inc. (a bank
holding company) and Bar-S Foods; and director, trustee or managing general
partner, as the case may be, of 56 of the investment companies in the
Franklin Templeton Group of Funds.
S. Joseph Fortunato (63)
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; Director of General
Host Corporation; director, trustee or managing general partner, as the case
may be, of 58 of the investment companies in the Franklin Templeton Group of
Funds.
David W. Garbellano (80)
111 New Montgomery St., #402
San Francisco, CA 94105
Trustee
Private Investor; Assistant Secretary/Treasurer and Director, Berkeley
Science Corporation (a venture capital company); and director, trustee or
managing general partner, as the case may be, of 30 of the investment
companies in the Franklin Group of Funds.
*Charles B. Johnson (62)
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman of the Board and Trustee
President and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc. and Franklin Templeton Distributors, Inc.;
Director, Franklin/Templeton Investor Services, Inc. and General Host
Corporation; and officer and/or director, trustee or managing general
partner, as the case may be, of most other subsidiaries of Franklin
Resources, Inc. and of 57 of the investment companies in the Franklin
Templeton Group of Funds.
*Charles E. Johnson (39)
777 Mariners Island Blvd.
San Mateo CA 94404
President and Trustee
Senior Vice President and Director, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc. and Franklin Institutional Services Corporation;
officer and/or director, as the case may be, of some of the subsidiaries of
Franklin Resources, Inc. and officer and/or director or trustee, as the case
may be, of 24 of the investment companies in the Franklin Templeton Group of
Funds.
*Rupert H. Johnson, Jr. (55)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers,
Inc.; Director, Franklin/Templeton Investor Services, Inc.; and officer
and/or director, trustee or managing general partner, as the case may be, of
most other subsidiaries of Franklin Resources, Inc. and of 43 of the
investment companies in the Franklin Templeton Group of Funds.
Frank W. T. LaHaye (66)
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Peregrine Associates and Miller & LaHaye, which are General
Partners of Peregrine Ventures and Peregrine Ventures II (venture capital
firms); Chairman of the Board and Director, Quarterdeck Office Systems, Inc.;
Director, FischerImaging Corporation; and director or trustee, as the case
may be, of 26 of the investment companies in the Franklin Group of Funds.
Gordon S. Macklin (67)
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (information services); Director, Fund
American Enterprises Holdings, Inc., Lockheed Martin Corporation, MCI
Communications Corporation, MedImmune, Inc. (biotechnology), InfoVest
Corporation (information services), and Fusion Systems Corporation
(industrial technology); and director, trustee or managing general partner,
as the case may be, of 53 of the investment companies in the Franklin
Templeton Group of Funds; and formerly held the following positions:
Chairman, Hambrecht and Quist Group; Director, H & Q Healthcare Investors;
and President, National Association of Securities Dealers, Inc.
Harmon E. Burns (50)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President, Secretary and Director, Franklin Resources, Inc.;
Executive Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director,
Franklin/Templeton Investor Services, Inc.; officer and/or director, as the
case may be, of other subsidiaries of Franklin Resources, Inc.; and officer
and/or director or trustee of 43 of the investment companies in the Franklin
Templeton Group of Funds.
Kenneth V. Domingues (63)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards
Senior Vice President, Franklin Resources, Inc., Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc.; officer and/or director, as the case
may be, of other subsidiaries of Franklin Resources, Inc.; and officer and/or
managing general partner, as the case may be, of 37 of the investment
companies in the Franklin Group of Funds.
Martin L. Flanagan (35)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer
Senior Vice President, Chief Financial Officer and Treasurer, Franklin
Resources, Inc.; Executive Vice President, Templeton Worldwide, Inc.; Senior
Vice President and Treasurer, Franklin Advisers, Inc. and Franklin Templeton
Distributors, Inc.; Senior Vice President, Franklin/Templeton Investor
Services, Inc.; officer of most other subsidiaries of Franklin Resources,
Inc.; and officer of 61 of the investment companies in the Franklin Templeton
Group of Funds.
Deborah R. Gatzek (46)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Secretary
Senior Vice President - Legal, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; Vice President, Franklin Advisers, Inc. and
officer of 37 of the investment companies in the Franklin Group of Funds.
Diomedes Loo-Tam (56)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer
Employee of Franklin Advisers, Inc.; and officer of 37 of the investment
companies in the Franklin Group of Funds.
Edward V. McVey (58)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President/National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 32 of the investment companies in the
Franklin Group of Funds.
R. Martin Wiskemann (68)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President, Portfolio Manager and Director, Franklin Advisers,
Inc.; Senior Vice President, Franklin Management, Inc.; Vice President,
Treasurer and Director, ILA Financial Services, Inc. and Arizona Life
Insurance Company of America; and officer and/or director, as the case may
be, of 20 of the investment companies in the Franklin Group of Funds.
Trustees not affiliated with the Portfolio's investment manager are currently
paid fees of $50 per month plus $50 per meeting attended. As indicated above,
certain of the Trust's nonaffiliated trustees also serve as directors,
trustees or managing general partners of other investment companies in the
Franklin Group of Funds(R) and the Templeton Group (the "Franklin Templeton
Group of Funds") from which they may receive fees for their services. The
following table indicates the total fees paid to nonaffiliated Trustees by
the Trust and by other funds in the Franklin Templeton Group of Funds.
<TABLE>
<CAPTION>
Number of Boards in
the Franklin
Total Fees Received Templeton Group of
from the Franklin Funds on Which Each
Total Fees Templeton Group of Serves***
Received from Funds**
Name Trust*
<S> <C> <C> <C>
Frank H. Abbott, III 1,200 $176,870 31
Harris J. Ashton 1,200 318,125 56
S. Joseph Fortunato 1,200 334,265 58
David Garbellano 1,200 153,300 30
Frank W.T. LaHaye 1,150 150,817 26
Gordon S. Macklin 1,200 301,885 53
</TABLE>
* For the fiscal year ended June 30, 1995.
** For the calendar year ended December 31, 1994.
*** The number of boards is based on the number of registered investment
companies in the Franklin Templeton Group of Funds and does not include the
total number of series or funds within each investment company for which the
directors are responsible. The Franklin Templeton Group of Funds currently
includes 61 registered investment companies, consisting of more than 162 U.S.
based funds or series.
Nonaffiliated directors are reimbursed for expenses incurred in connection
with attending board meetings, paid pro rata by each fund in the Franklin
Templeton Group of Funds for which they serve as director, trustee or
managing general partner. No officer or trustee received any other
compensation directly from the Trust. Certain officers or trustees who are
shareholders of Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to
its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are
brothers, and the father and uncle, respectively, of Charles E. Johnson.
15. Control Persons and Principal Holders of Securities
As of October 6, 1995, the Portfolio's principal shareholders, beneficial or
of record, and their address and the amount of share ownership were the Money
Market Portfolio, a series of Institutional Fiduciary Trust, 777 Mariners
Island Blvd., San Mateo, CA 94404, which held of record 315,399,209.531
shares or 22.74% and the Franklin Money Fund, 777 Mariners Island Blvd., San
Mateo, CA 94404, which held of record 1,056,633,038.75 shares or 76.20%.
16. Investment Advisory and Other Services
Investment Advisory and Other Services The Portfolio's investment manager is
Franklin Advisers, Inc. ("Advisers" or "Manager"). Advisers is a wholly-owned
subsidiary of Franklin Resources, Inc. ("Resources"), a publicly owned holding
company whose shares are listed on the New York Stock Exchange ("Exchange").
Charles B. Johnson and Rupert H. Johnson, Jr. are principal shareholders of
Resources and own approximately 20% and 16%, respectively, of Resources'
outstanding shares. Resources owns several other subsidiaries which are involved
in investment management and shareholder services. The Manager and other
subsidiary companies of Resources currently manage over $129 billion in assets
for more than 3.8 million shareholders and others. The preceding table indicates
those officers and trustees who are also affiliated persons of Advisers.
Pursuant to the management agreement, Advisers provides investment research
and portfolio management services, including the selection of securities for
the Portfolio to purchase, hold or sell, and the selection of brokers-dealers
through whom the Portfolio's security transactions are executed. Advisers'
activities are subject to the review and supervision of the Trust's Board to
whom Advisers renders periodic reports of the investment activities of the
Portfolio. Under the terms of the management agreement, Advisers furnishes
the Portfolio with office space and office furnishings, facilities and
equipment required for managing the business affairs of the Portfolio;
maintains all internal bookkeeping, clerical, secretarial and administrative
personnel and services; and provides certain telephone and other mechanical
services. Advisers is covered by fidelity insurance on its officers,
directors and employees for the protection of the Trust. The Portfolio is
obligated to pay the Manager a fee, computed daily and payable monthly, at
the annual rate of .15% of the average daily net assets of the Portfolio.
See the Statement of Operations in the financial statements included in the
Annual Report for details of these expenses.
The management agreement specifies that the management fee will be reduced to
the extent necessary to comply with the most stringent limits on the expenses
which may be borne by the Portfolio as prescribed by any state in which the
Portfolio's shares are offered for sale. The most stringent current state
restriction limits a fund's allowable aggregate operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses such as
litigation costs) in any fiscal year to 2.5% of the first $30 million of
average net assets of the Portfolio, 2% of the next $70 million of average
net assets of the Portfolio and 1.5% of average net assets of the Portfolio
in excess of $100 million. Expense reductions have not been necessary based
on state requirements.
As noted in the Part A, Advisers has agreed in advance to limit
its management fees from the Portfolio. The management fee which would have
been incurred by the Portfolio, absent a fee reduction by Advisers, for the
period from July 28, 1992 (effective date of registration) through June 30,
1993 and for the fiscal year ended June 30, 1994 and June 30, 1995, the
management fees the Portfolio was contractually obligated to pay the Manager
were $272,196, $463,296 and $1,823,637 respectively. The management fees
actually paid by the Portfolio for the same periods were 229,483, $415,665
and $1,730,028 respectively.
The management agreement for the Portfolio is in effect until February 28,
1996. Thereafter, it may continue in effect for successive annual periods,
provided such continuance is specifically approved at least annually by a
vote of the Board or, as to the Portfolio, by a vote of the holders of a
majority of the Portfolio's outstanding voting securities, and in either
event by a majority of the trustees who are not parties to the management
agreement or interested persons of any such party (other than as trustees of
the Trust), cast in person at a meeting called for that purpose. The
management agreement may be terminated without penalty at any time by the
Portfolio or by the Manager on 30-days' written notice and will automatically
terminate in the event of its assignment as defined in the 1940 Act.
Franklin/Templeton Investor Services, Inc. ("Investor Services" or
"Shareholder Services Agent"), a wholly-owned subsidiary of Resources, is the
shareholder servicing agent for the Portfolio and acts as the Portfolio's
transfer agent and dividend-paying agent. Investor Services is compensated
on the basis of a fixed fee per account.
Bank of America NT & SA, 555 California Street, 4th Floor, San Francisco,
California 94104, and Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York 10260, act as custodians of the securities and
other assets of the Portfolio. Citibank Delaware, One Penn's Way, New
Castle, Delaware 19720, acts as custodian in connection with transfer
services through bank automated clearing houses. The custodians do not
participate in decisions relating to the purchase and sale of portfolio
securities.
Coopers & Lybrand, 333 Market Street, San Francisco, California 94105, are
the Trust's independent auditors. During the fiscal year ended June 30,
1995, their auditing services consisted of rendering an opinion on the
Portfolio's financial statements included in the Trust's Annual Report.
17. Brokerage Allocation
Execution of Portfolio Transactions
As noted in Part A, since most purchases by the Portfolio are principal
transactions at net prices, the Portfolio incurs little or no brokerage costs
or transfer taxes.
Advisers makes the investment decisions and arranges for the placement of buy
and sell orders and the execution of portfolio transactions for the
Portfolio. In executing portfolio transactions, the Manager seeks the most
favorable prices consistent with the best execution of the orders. So long
as the Manager believes it is obtaining the best execution, it will give
consideration in placing portfolio transactions with broker-dealers
furnishing research, statistical or factual information, or wire or other
services to the Portfolio or the Manager, including appraisals or valuations
of portfolio securities of the Portfolio. While the information and services
provided by broker-dealers are useful in varying degrees and would generally
reduce the amount of research or services otherwise performed by the Manager
and thus reduce its expenses, they are of indeterminable value and will not
reduce the management fees payable to the Manager by the Portfolio.
Depending on the Manager's view of market conditions, the Portfolio may or
may not purchase securities with the expectation of holding them to maturity,
although the Portfolio's general policy is to hold securities to maturity.
The Portfolio may, however, sell securities prior to maturity to meet
redemptions or as a result of a revised management evaluation of the issuer.
Purchases of portfolio securities may be made directly from issuers or from
underwriters. Where possible, purchase and sale transactions will be
effected through dealers (including banks) which specialize in the types of
securities which the Portfolio will be holding, unless better executions are
available elsewhere. Dealers and underwriters usually act as principal for
their own account. Purchases from underwriters will include a concession
paid by the issuer to the underwriter, and purchases from dealers will
include the spread between the bid and the ask price. If the execution and
price offered by more than one dealer or underwriter are comparable, the
order may be allocated to a dealer or underwriter which has provided such
research or other services as mentioned above. No broker or dealer
affiliated with the Portfolio or with the Manager may purchase securities
from, or sell securities to, the Portfolio.
If purchases or sales of securities of the Portfolio and one or more other
investment companies or clients supervised by the Manager are considered at
or about the same time, transactions in such securities will be allocated
among the several investment companies and clients in a manner deemed
equitable to all by the Manager, taking into account the respective sizes of
the funds and the amount of securities to be purchased or sold. It is
recognized that in some cases this procedure could possibly have a
detrimental effect on the price or volume of the security so far as the
Portfolio is concerned. In other cases it is possible that the ability to
participate in volume transactions and to negotiate lower brokerage
commissions will be beneficial to the Portfolio.
During the period from July 28, 1992 (effective date of registration) through
June 30, 1993, and during the fiscal year ended June 30, 1994 and June 30,
1995 the Portfolio paid no brokerage commissions. As of June 30, 1995 the
Portfolio did not own securities of its regular broker-dealers.
Franklin/Templeton Distributors, Inc. ("Distributors"), an affiliate of
Advisers, is a member of the National Association of Securities Dealers,
Inc., and it may sometimes be entitled to obtain certain fees when the
Portfolio tenders portfolio securities pursuant to a tender-offer
solicitation. Accordingly, any portfolio securities tendered by the
Portfolio will be tendered through Distributors if it is legally permissible
to do so. In turn, the next management fee payable by the Portfolio under
the management agreement will be reduced by the amount of any tender fees
received by Distributors in cash, less certain costs and expenses incurred in
connection therewith.
18. Capital Stock and Other Securities
The information provided in response to this item is in addition to the
information provided in response to Item 4 in Part A.
All shares of each series of the Trust have equal voting, dividend and
liquidation rights. Shares of each series vote separately as to issues
affecting that series, or the Trust, unless otherwise permitted by the 1940
Act. The shares have noncumulative voting rights, so that in any election of
trustees the holders of more than 50% of the Trust's total outstanding shares
can elect 100% of the trustees if they choose to do so, and in such event the
holders of the remaining shares voting will not be able to elect any person
or persons to the Board. Shares have no preemptive, subscription or
conversion rights.
The Portfolio does not intend to hold annual meetings; it may, however, hold
a meeting for such purposes as changing fundamental investment restrictions,
approving a new management agreement or any other matters which are required
to be acted on by shareholders under the 1940 Act. A meeting may also be
called by a majority of the Board or by shareholders holding at least ten
percent of the shares entitled to vote at the meeting. Shareholders will
receive assistance in communicating with other shareholders in connection
with the election or removal of trustees similar to the provisions contained
in Section 16(c) of the 1940 Act.
Shares for an initial investment as well as subsequent investments, including
the reinvestment of dividends and capital gain distributions, are generally
credited to an account in the name of an investor on the books of the
Portfolio.
Shareholders will receive confirmation statements each time there is a
transaction which affects an account, including the reinvestment of
dividends. These statements will also show the total number of Portfolio
shares owned by a shareholder, including the number of shares in "plan
balance" for the account of the shareholder.
SHAREHOLDERS MAY RELY ON THE CONFIRMATION STATEMENTS IN LIEU OF CERTIFICATES
WHICH ARE NOT NECESSARY. CERTIFICATES REPRESENTING SHARES OF THE PORTFOLIO
WILL NOT BE ISSUED.
The Portfolio reserves the right to redeem, at net asset value, shares of any
shareholder whose account has a value of less than $1,000,000, but only where
the value of such account has been reduced by the shareholder's prior
voluntary redemption of shares and has been inactive (except for the
reinvestment of distributions) for a period of at least six months, provided
advance notice is given to the shareholder.
An investment in the Portfolio is not a deposit insured by the Federal
Deposit Insurance Corporation ("FDIC") and is not an obligation of or
guaranteed by any bank.
19. Purchase, Redemption and Pricing of Securities Being Offered
The information provided in response to this item is in addition to the
information provided in response to Items 7 and 8 in Part A.
Calculation of Net Asset Value
As noted in Part A, the net asset value per share for purposes of both the
purchase and redemption of shares is determined by the Portfolio on each day
that the Exchange is open for business. Valuation is currently made as of
3:00 p.m. Pacific time. As of the date hereof, the Portfolio is informed that
the Exchange intends to close in observance of the following holiday: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Net asset value per share of
the Portfolio, is calculated by adding the value of all securities and other
assets in the portfolio, deducting its liabilities, and dividing by the
number of shares outstanding.
The valuation of the Portfolio's portfolio securities (including any
securities held in a separate account maintained for when-issued securities)
is based upon their amortized cost which does not take into account
unrealized capital gains or losses. This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method provides certainty
in calculation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Portfolio would receive
if it sold the instrument. During periods of declining interest rates, the
daily yield on shares of the Portfolio computed as described above may tend
to be higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market prices and
estimates of market prices for all of its portfolio instruments. Thus, if
the use of amortized cost by the Portfolio resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in the Portfolio
would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing investors
in the Portfolio would receive less investment income. The converse would
apply in a period of rising interest rates.
The Portfolio's use of amortized cost which facilitates the maintenance of
the Portfolio's per share net asset value of $1.00 is permitted by a rule
adopted by the SEC. Pursuant to this rule, the Portfolio must adhere to
certain conditions. The Portfolio must maintain a dollar-weighted average
portfolio maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 calendar days or less, and invest only in those
U.S. dollar-denominated instruments that the Board determines present minimal
credit risks and which are, as required by the federal securities laws, rated
in one of the two highest rating categories as determined by nationally
recognized statistical rating organizations, instruments deemed comparable in
quality to such rated instruments, or instruments, the issuers of which, with
respect to an outstanding issue of short-term debt that is comparable in
priority and protection, have received a rating within the two highest
categories of nationally recognized statistical rating organizations.
Securities subject to floating or variable interest rates with demand
features in compliance with applicable rules of the SEC may have stated
maturities in excess of one year. The trustees have established procedures
designed to stabilize, to the extent reasonably possible, the Portfolio's
price per share as computed for the purpose of sales and redemptions at
$1.00. Such procedures will include review of the portfolio holdings by the
trustees, at such intervals as they may deem appropriate, to determine
whether the Portfolio's net asset value calculated by using available market
quotations deviates from $1.00 per share based on amortized cost. The extent
of any deviation will be examined by the trustees. If such deviation exceeds
1/2 of 1%, the trustees will promptly consider what action, if any, will be
initiated. In the event the trustees determine that a deviation exists which
may result in material dilution or other unfair results to investors or
existing shareholders, they will take such corrective action as they regard
as necessary and appropriate, which may include the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity, withholding dividends, redemptions of
shares in kind, or establishing a net asset value per share by using
available market quotations.
Additional Information Regarding Purchases and Redemptions of Fund Shares
The purchase price for shares of the Portfolio is at net asset value of such
shares next determined after receipt and acceptance of purchase order in proper
form. Once shares of the Portfolio are purchased, they begin earning income
immediately, and income dividends will start being credited to the investor's
account on the day following the effective date of purchase and continue through
the day all shares in the account are redeemed.
Payments transmitted by wire and received by the custodian and reported by it
to the Portfolio prior to 3:00 p.m. Pacific time on any business day are
normally effective on the same day as received, provided the Portfolio is
timely notified. Wire payments received or reported by the custodian to the
Portfolio after that time will be effective on the next business day.
Payments transmitted by check or other negotiable bank draft will normally be
effective within two business days for checks drawn on a member bank of the
Federal Reserve System, and longer for most other checks.
All purchases of shares of the Portfolio are credited to the shareholder in
full and fractional shares of the Portfolio (rounded to the nearest 1/1000 of
a share) in an account maintained for the shareholder by the Portfolio's
transfer agent. To open an account in the name of a corporation, a resolution
of the corporation's board of directors will be required.
The Trust reserves the right to reject any order for the purchase of shares
of the Portfolio and to waive minimum investment requirements. In addition,
the offering of shares of the Portfolio may be suspended by the Trust at any
time and resumed at any time thereafter.
Redemptions will be made in cash at net asset value per share next determined
after receipt by the Portfolio of a redemption request in proper form,
including all share certificates, share assignments, signature
guarantees, and other documentation as may be required by the transfer
agent. The amount received upon redemption may be more or less than the
shareholder's original investment.
The Portfolio will make payment for all redemptions within seven days after
receipt of such redemption request in proper form. The Portfolio reserves the
right, however, to suspend redemptions or postpone the date of payment (1)
for any periods during which the Exchange is closed (other than the customary
weekend and holiday closings); (2) when trading in the markets the Portfolio
usually utilizes is restricted or an emergency exists, as determined by the
Securities and Exchange Commission ("SEC"), so that disposal of portfolio
securities or valuation of net assets of the Portfolio is not reasonably
practicable; or (3) for such other period as the SEC, by order, may permit
for the protection of the Portfolio's shareholders. At various times, the
Portfolio may be requested to redeem shares for which it has not yet received
proper payment. Accordingly, the Portfolio may delay the sending of
redemption proceeds until such time as it has assured itself that proper
payment has been collected for the purchase of such shares.
Redemptions in Kind
The Portfolio has committed itself to pay in cash (by check) all requests for
redemption by any shareholder of record, limited in amount, however, during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Portfolio's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. In the case of requests
for redemption in excess of such amounts, the trustees reserve the right to
make payments in whole or in part in securities or other assets of the
Portfolio from which the shareholder is redeeming in case of an emergency, or
if the payment of such redemption in cash would be detrimental to the
existing shareholders of the Portfolio. In such circumstances, the
securities distributed would be valued at the price used to compute the
Portfolio's net assets. Should the Portfolio do so, a shareholder may incur
brokerage fees in converting the securities to cash.
Redemptions by the Portfolio
The Portfolio reserves the right to redeem, involuntarily, at net asset
value, the shares of any shareholder whose account has a value of less than a
minimum amount, but only where the value of such account has been reduced by
the shareholder's prior voluntary redemption of shares. Until further notice,
it is the present policy of the Portfolio not to exercise this right with
respect to any shareholder whose account has a value of $1,000,000 or more.
In any event, before the Portfolio redeems such shares and sends the proceeds
to the shareholder, it will notify the shareholder that the value of the
shares in the account is less than the minimum amount and allow the
shareholder 30 days to make an additional investment in an amount which will
increase the value of the account to at least $1,000,000.
Reinvestment Date
The dividend reinvestment date is the date on which additional shares are
purchased for the investor who has elected to have dividends reinvested.
This date will vary from month to month based on operational considerations
and is not necessarily the same date as the record date or the payable date
for cash dividends.
20. Tax Status
The information provided in response to this item is in addition to the
information provided in response to Item 6 in Part A.
As stated in response to Item 6, the Portfolio has elected to be treated as a
regulated investment company under Subchapter M of the Code (the "Code"). The
trustees reserve the right not to maintain the qualification of the Portfolio
as a regulated investment company if they determine such course of action to
be beneficial to shareholders. In such case, the Portfolio will be subject
to federal and possibly state corporate taxes on its taxable income and
gains, and distributions to shareholders will be ordinary dividend income to
the extent of the Portfolio's available earnings and profits.
The Code requires all funds to distribute at least 98% of their taxable
ordinary income earned during the calendar year and at least 98% of their
capital gain net income earned during the twelve-month period ending October
31 of each year (in addition to amounts from the prior year that were neither
distributed nor taxed to the Portfolio) to shareholders by December 31 of
each year in order to avoid the imposition of a federal excise tax. Under
these rules, certain distributions which are declared in October, November or
December but which, for operational reasons, may not be paid to the
shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of
the calendar year in which they are declared. The Portfolio intends, as a
matter of policy, to declare and pay such dividends, if any, in December to
avoid the imposition of this tax, but does not guarantee that its
distributions will be sufficient to avoid any or all federal excise taxes.
The Portfolio's investments are composed of short-term securities under
normal circumstances and thus the Portfolio does not expect to realize any
long-term capital gains or losses. Any net short-term capital gain which is
realized by the Portfolio and not included in the daily dividend (adjusted
for any daily amounts of unrealized appreciation or depreciation reported
above and taking into account any capital loss carryovers) may generally be
distributed at least once each year and may be distributed more frequently if
necessary in order to avoid federal excise taxes. Any capital gain
distributions will also be reinvested in the form of additional Portfolio
shares at net asset value, unless the shareholder has previously notified the
Portfolio or its transfer agent to have them paid in cash.
Distributions derived from the excess of net long-term capital gain over net
short-term capital loss are treated as long-term capital gain regardless of
the length of time Portfolio shares have been owned and regardless of whether
received in cash or in additional shares.
The sale of shares of the Portfolio, either by redemption or exchange, is a
taxable event and may result in a capital gain or loss. Any loss incurred on
the sale of the Portfolio's shares, held for six months or less, will be
treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares. Since, however, the Portfolio seeks to
maintain a stable $1.00 per share price for both purchases and redemptions,
shareholders are not expected to realize a capital gain or loss upon sale.
21. Underwriters
Not Applicable
22. Calculation of Performance Data
Not Applicable
23. Financial Statements
The audited financial statement of the portfolio contained in the Annual
Report dated June 30, 1995, including the auditors report, are incorporated
herein by reference.
Appendix
A-1, A-2 and Prime-1, Prime-2
Commercial Paper Ratings:
Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated A-1 or A-2.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investor Services, Inc. ("Moody's"). Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation
of the management of the issuer; (2) economic evaluation of the issuer's
industry or industries and an appraisal of speculative-type risks which may
be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public interest questions
and preparations to meet such obligations. Relative strength or weakness of
the above factors determines whether the issuer's commercial paper is rated
Prime-1 or Prime-2.
Description of Moody's Corporate and Municipal Bond Ratings
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. The modifier
1 indicates that the security ranks in the higher end of its generic rating
category. The modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issue ranks in the lower end of its generic rating
category.
Description of S&P Corporate and Municipal Bond Ratings
AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong and, in the majority of
instances, they differ from AAA issues only in small degree.
Note: The S&P ratings may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within the major rating categories.
Description of Municipal Notes
Moody's
Moody's ratings for state and municipal and other short-term obligations will
be designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of the first
importance in long-term borrowing risk are of lesser importance in the short
run. Symbols used will be as follows:
MIG-1 - Notes are of the best quality enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both.
MIG-2 - Notes are of high quality, with margins of protection ample, although
not so large as in the preceding group.
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 usually will be assigned. Notes maturing beyond three years
will most likely receive a bond rating of the type recited above.
SP-1: Issues carrying this designation have a very strong or strong capacity
to pay principal and interest. Issues determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
SP-2: Issues carrying this designation have a satisfactory capacity to pay
principal and interest.
THE MONEY MARKET PORTFOLIOS
The U.S. Government Securities Money Market Portfolio
FORM N-1A, Part A:
Item
Responses to Items 1 through 3 have been omitted pursuant to Paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
General Description of Registrant
About the Portfolio
The U.S. Government Securities Money Market Portfolio ("Portfolio") is one of
two no-load, open-end, diversified series of The Money Market Portfolios (the
"Trust"), a management investment company, or mutual fund, is a Delaware
business trust organized on June 16, 1992 and registered with the Securities
and Exchange Commission ("SEC") under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Trust's other series is The Money Market
Portfolio. Both series issue shares of beneficial interest with a par value
of $.01 per share without any sales charge and seek to maintain a stable net
asset value of $1.00.
An investment in the Portfolio is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Portfolio will be able to
maintain a stable net asset value of $1.00.
Shares of the Portfolio are not deposits or obligations of, or guaranteed or
endorsed by, any bank; further, such shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other agency. Shares of the Portfolio involve investment risks, including
the possible loss of principal.
Investment Objective and Policies of the Portfolio
The Portfolio's investment objective is to obtain as high a level of current
income (in the context of the type of investments available to the Portfolio)
as is consistent with capital preservation and liquidity. The investment
objective is a fundamental policy of the Portfolio and may not be changed
without shareholder approval. In seeking to achieve its objective, the
Portfolio invests all of its assets in marketable securities issued or
guaranteed by the U.S. government, by various agencies of the U.S. government
and by various instrumentalities which have been established or sponsored by
the U.S. government and by investing in repurchase agreements with respect to
obligations issued or guaranteed by the U.S. government and supported by the
full faith and credit of the U.S. As with any other investment, there is no
assurance that the Portfolio's objective will be achieved.
Quality, Diversification and Maturity Standards. In accordance with
procedures adopted pursuant to Rule 2a-7 under the 1940 Act, the Portfolio,
as a matter of fundamental policy, limits its investments to U.S. government
securities (as defined below) or U.S. dollar-denominated instruments which
the Board of Trustees (the "Board") determines present minimal credit risks
and which are, as required by the federal securities laws, rated in one of
the two highest rating categories as determined by nationally recognized
statistical rating organizations, or which are unrated and of comparable
quality, with remaining maturities of 397 calendar days or less ("Eligible
Securities"). The Portfolio maintains a dollar-weighted average maturity of
the securities in its portfolio of 90 days or less. The Portfolio will not
invest more than 5% of its total assets in Eligible Securities of a single
issuer, other than U.S. government securities, rated in the highest category
by the requisite number of rating organizations, except that the Portfolio
may exceed that limit as permitted by Rule 2a-7 for a period of up to three
business days; and the Portfolio will not invest (a) the greater of 1% of the
Portfolio's total assets or $1 million in Eligible Securities issued by a
single issuer rated in the second highest category; and (b) more than 5% of
its total assets in Eligible Securities of all issuers rated in the second
highest category. See Part B for a description of ratings.
Because the Portfolio limits its investments to high quality securities, its
portfolio will generally earn lower yields than if it purchased securities
with a lower rating and correspondingly higher expected rate of return.
U.S. Government Securities. The Portfolio may invest only in marketable
securities issued or guaranteed by the U.S. government, its agencies, or by
various instrumentalities which have been established or sponsored by the
U.S. government or in repurchase agreements (as described below)
collateralized by such securities. As a fundamental policy, subject to
change only by shareholder approval, the Portfolio will invest only in
obligations, including U.S. Treasury bills, notes, bonds and securities of
the Government National Mortgage Association (popularly called "GNMAs" or
"Ginnie Maes") and the Federal Housing Administration, which are issued or
guaranteed by the U.S. government or which carry a guarantee that is
supported by the full faith and credit of the U.S. government. Repurchase
agreements with respect to obligations issued or guaranteed by the U.S.
government and supported by the full faith and credit of the U.S. government
are included within this fundamental policy.
At the present time, it is the Portfolio's policy to limit its investments to
U.S. Treasury bills, notes and bonds and to repurchase agreements
collateralized only by such securities. This policy may only be changed upon
30-days' written notice to shareholders and to the National Association of
Insurance Commissioners.
Repurchase Agreements. The Portfolio may engage in repurchase transactions,
in which the Portfolio purchases a U.S. government security subject to resale
to a bank or dealer at an agreed-upon price and date. The transaction
requires the collateralization of the seller's obligation by the transfer of
securities with an initial market value, including accrued interest, equal to
at least 102% of the dollar amount invested by the Portfolio in each
agreement, with the value of the underlying securities marked-to-market daily
to maintain coverage of at least 100%. A default by the seller might cause
the Portfolio to experience a loss or delay in the liquidation of the
collateral securing the repurchase agreement. The Portfolio might also incur
disposition costs in liquidating the collateral. The Portfolio intends to
enter into repurchase agreements only with financial institutions such as
broker-dealers and banks which are deemed creditworthy by the Portfolio's
investment manager. A repurchase agreement is deemed to be a loan under the
1940 Act. The U.S. government security subject to resale (the collateral)
will be held on behalf of the Portfolio by a custodian approved by the Board
and will be held pursuant to a written agreement.
The Portfolio may not enter into a repurchase agreement with more than seven
days to maturity if, as a result, more than 10% of the market value of the
Portfolio's total assets would be invested in such repurchase agreements,
together with any other investment the Portfolio may hold for which market
quotations are not readily available. Securities subject to repurchase
agreements will be deemed to have a maturity date coincident with the date
upon which the Portfolio has agreed to resell such securities.
Other Policies
The Portfolio may borrow from banks, for temporary emergency purposes only,
and pledge its assets for such loans, up to 10% of the Portfolio's total net
assets. No new investment will be made by the Portfolio while any
outstanding loans exceed 5% of its total net assets.
Depending on its view of market conditions and cash requirements, the
Portfolio may or may not hold securities purchased until maturity. The yield
on certain instruments held by the Portfolio may decline if withdrawn prior
to maturity.
Whenever the Portfolio's investment manager believes market conditions are
such that yields could be increased by actively trading the portfolio
securities to take advantage of short-term market variations, the Portfolio
may do so without restriction or limitation (subject to the tax requirements
for qualification as a regulated investment company). This practice will not
likely have an adverse impact on the Portfolios income or net asset value, as
brokerage commissions are not normally charged on the purchase or sale of
money market instruments.
As approved by the Board and subject to the following conditions, the
Portfolio may lend its portfolio securities to qualified securities dealers
or other institutional investors, provided that such loans do not exceed 10%
of the value of the Portfolio's total assets at the time of the most recent
loan, and further provided that the borrower deposits 102% collateral for the
benefit of the Portfolio. The lending of securities is a common practice in
the securities industry. The Portfolio will engage in security loan
arrangements with the primary objective of increasing the Portfolio's income
either through investing cash collateral in short-term, interest bearing
obligations or by receiving loan premiums from the borrower. The Portfolio
will continue to be entitled to all dividends or interest on any loaned
securities. As with any extension of credit, there are risks of delay in
recovery and loss of rights in the collateral should the borrower of the
security fail financially.
The investment objective and policies stated above may not be changed without
shareholder approval. The Portfolio may not invest in securities other than
the types of securities listed above and is subject to other specific
investment restrictions as detailed under "Investment Objective and Policies"
in response to Item 13 of Part B.
Management of the Fund
Management of the Portfolio
The Board has the primary responsibility for the overall management of the
Portfolio and for electing the officers of the Trust who are responsible for
administering its day-to-day operations. For information concerning the officers
and trustees of the Portfolios, see "Officers and Trustees" in Part B.
Franklin Advisers, Inc. ("Advisers" or "Manager"), 777 Mariners Island Blvd.,
San Mateo, California 94404, serves as the investment manager for the
Portfolio and for the Trust's other series. Advisers is a wholly-owned
subsidiary of Franklin Resources, Inc. ("Resources"), a publicly owned
holding company, the principal shareholders of which are Charles B. Johnson
and Rupert H. Johnson, Jr. who own approximately 20% and 16% respectively, of
Resources' outstanding shares. Resources is engaged in various aspects of the
financial services industry through its various subsidiaries (the "Franklin
Templeton Group"). Advisers acts as investment manager or administrator to
34 U.S. registered investment companies (116 separate series) with aggregate
assets of over $76 billion.
Pursuant to the management agreement, the Manager supervises and implements
the Portfolio's investment activities and provides certain administrative
services and facilities which are necessary to conduct the Portfolio's
business.
Under the management agreement, the Portfolio is obligated to pay the Manager
a fee, computed daily and payable monthly, at the annual rate of 0.15% of the
Portfolio's average daily net assets. The Portfolio is responsible for its
own operating expenses, including , but not limited to: Advisers' fee; taxes,
if any; legal and auditing fees; fees and costs of its custodian; the fees
and expenses of trustees who are not members of, affiliated with or
interested persons of Advisers; insurance premiums, trade association dues,
and expenses of obtaining quotations for calculating the value of the
Portfolio's net assets; printing and other expenses relating to the
Portfolio's operations; filing fees; brokerage fees and commissions, if any;
plus any extraordinary and non-recurring expenses.
Advisers has agreed in advance to waive a portion of its management fees.
During the fiscal year ended June 30, 1995, the Portfolio's management fee,
before any advance waiver, represented an amount equal to 0.15% of the
average daily net assets of the Portfolio. Total operating expenses,
including management fees before any advance waiver would have represented
0.16% of the average daily net assets of the Portfolio. Pursuant to an
agreement by Advisers to limit its fees, the Portfolio paid management fees
totaling 0.14% of the average daily net assets of the Portfolio and operating
expenses totaling 0.15%. This arrangement may be terminated by Advisers at
any time.
It is not anticipated that the Portfolio will incur a significant amount of
brokerage expenses because short-term money market instruments are generally
traded on a "net" basis, that is, in principal transactions which involve the
receipt by the broker of a spread between the bid and ask prices for the
securities, and not the receipt of commissions. In the event that the
Portfolio does participate in transactions involving brokerage commissions,
it is the Manager's responsibility to select brokers through whom such
transactions will be effected. The Manager would try to obtain the best
execution on all such transactions. If it is felt that more than one broker
would be able to provide the best execution, the Manager will consider the
furnishing of quotations and of other market services, research, statistical
and other data for the Manager and its affiliates, as well as the sale of
shares of the Portfolio, as factors in selecting a broker. Further
information is included under "Brokerage Allocation" in Part B.
Responses to Item 5(c) have been omitted pursuant to Instruction 3 to
paragraph 5(c).
Shareholder accounting and many of the clerical functions for the Portfolio
are performed by Franklin/Templeton Investor Services, Inc. ("Investor
Services" or "Shareholder Services Agent"), "), 777 Mariners Island Blvd.,
San Mateo, CA 94404, in its capacity as transfer agent and dividend-paying
agent. Investor Services is a wholly-owned subsidiary of Resources.
Item 5A. The response to Item 5A has been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
Capital Stock and Other Securities
General Information
The Portfolio is a series of the Trust, an open-end management investment
company, which is a Delaware business trust organized on June 16, 1992. The
Agreement and Declaration of Trust permits the trustees to issue an unlimited
number of full and fractional shares of beneficial interest, with a par value
of $.01 per share, which may be issued in any number of series. Currently,
the Trust has two series: one series representing interests in the Portfolio
and the other series representing interests in The Money Market Portfolio.
Shares issued will be fully paid and non-assessable and will have no
preemptive, conversion, or sinking rights. Shares of each series have equal
and exclusive rights as to dividends and distributions as declared by such
series and the net assets of such series upon liquidation or dissolution.
The organization expenses of the Portfolio are being amortized over a period
of five years from the effective date of the Trust's registration statement
under the 1940 Act. In the event any initial shares of the Portfolio
purchased by Resources are redeemed during the amortization period, such
redemption will be reduced by a pro rata portion of any of the then
unamortized organization expenses. Such portion is to be calculated by
dividing the number of initial shares redeemed by the aggregate number of
remaining initial shares at the time of redemption. Investors purchasing
shares of the Portfolio during the amortization period bear such expenses
only as they are amortized against the Portfolio's income.
Shares of each series have equal rights as to voting and vote separately as
to issues affecting that series or the Trust unless otherwise permitted by
the 1940 Act. Voting rights are noncumulative, so that in any election of
trustees the holders of more than 50% of the Trust's total outstanding shares
can elect all of the trustees if they choose to do so, and in such event the
holders of the remaining shares voting will not be able to elect any person
or persons to the Board. Meetings of shareholders may be called by the
trustees in their discretion or by shareholders holding at least 10% of the
outstanding shares of the Trust's series for the purpose of electing or
removing trustees. Shareholders will receive assistance in communicating
with other shareholders in connection with the election or removal of
trustees, such as that provided in Section 16(c) of the 1940 Act.
Distributions To Shareholders
The Portfolio declares dividends for each day that the Portfolio's net asset
value is calculated, payable to shareholders of record as of the close of
business that day. The amount of dividends may fluctuate from day to day and
dividends may be omitted on some days, depending on changes in the factors
that comprise the Portfolio's net investment income. The Portfolio does not
pay "interest" or guarantee any fixed rate of return on an investment in its
shares.
Dividends are automatically reinvested monthly in the form of additional
shares of the Portfolio at the net asset value per share at the close of
business on the last business day of the month. Shareholders may request to
have their dividends paid out monthly in cash by notifying the Portfolio or
its transfer agent.
The daily dividend includes accrued interest and any original issue and
market discount, plus or minus any gain or loss on the sale of portfolio
securities and changes in unrealized appreciation or depreciation in
portfolio securities (to the extent required to maintain a stable net asset
value per share) less amortization of any premium paid on the purchase of
portfolio securities and the estimated expenses of the Portfolio.
The federal income tax treatment of dividends and distributions is the same
whether received in cash or reinvested in Portfolio shares. (See "Taxation
of the Portfolio and its Shareholders" below.)
Part B includes a further discussion of distributions under "Tax Status."
Taxation of the Portfolio and its Shareholders
The following discussion reflects some of the tax considerations that affect
mutual funds and their shareholders.
Each Portfolio is treated as a separate entity for federal income tax
purposes. The Portfolio intends to continue to qualify for treatment as a
regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended. By distributing all of its income and meeting certain
other requirements relating to the sources of its income and diversification
of its assets, the Portfolio will not be liable for federal income or excise
taxes.
For federal income tax purposes, any income dividends received from the
Portfolio, as well as any distributions derived from the excess of net
short-term capital gain over net long-term capital loss, are treated as
ordinary income whether received in cash or in additional shares.
Since the Portfolio's income is derived from interest income and gain on the
sale of portfolio securities rather than qualifying dividend income, no
portion of the Portfolio's distributions will generally be eligible for the
corporate dividends-received deduction.
The Portfolio will inform shareholders of the source of dividends and
distributions at the time they are paid and will promptly after the close of
each calendar year advise shareholders of the tax status for federal income
tax purposes of such dividends and distributions.
Additional information in response to this item is contained under the
discussion captioned "Tax Status" in Item 20 of Part B.
7. Purchase of Shares of the Portfolio
The Portfolio's shares have not been registered under the Securities Act of
1933, which means that the Portfolio's shares may not be sold publicly. The
Portfolio may, however, sell its shares through private placements pursuant
to available exemptions from that Act.
Shares of the Portfolio are sold only to other investment companies and certain
institutional investors. All shares are sold at the net asset value (without a
sales charge) next determined after the Portfolio receives the purchase order in
proper form. All investments in the Portfolio are credited to the shareholder's
account in the form of full and fractional shares of the Portfolio (rounded to
the nearest 1/1000 of a share). The Portfolio does not issue share certificates.
The minimum initial investment is $5,000,000 with no minimum applicable to
subsequent investments. The Portfolio reserves the right to waive the minimum
investment requirements.
Shares may generally be purchased on business days except when the New York
Stock Exchange (the "Exchange") is closed. Federal Funds wire purchase
orders are not accepted on days when the Federal Reserve Bank System and the
Portfolio's custodian are closed.
Valuation of Portfolio Shares
The net asset value per share of the Portfolio is determined as of 3:00 p.m.
Pacific time each day that the Exchange is open for business and on those
days on which there is a sufficient degree of trading in the Portfolio's
portfolio securities that the net asset value of the Portfolio's shares may
be affected.
The net asset value per share of the Portfolio is calculated by adding the
value of all portfolio holdings and other assets, deducting the Portfolio's
liabilities, and dividing the result by the number of Portfolio shares
outstanding.
The valuation of portfolio securities held by the Portfolio is based upon
their amortized cost value, which does not take into account unrealized
capital gain or loss. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the investment. The Portfolio's use of amortized cost which
facilitates the maintenance of the Portfolio's per share net asset value of
$1.00 is permitted by Rule 2a-7. Further information is included under
"Purchase, Redemption and Pricing of Securities Being Offered" in Part B.
Redemption or Repurchase
How to Sell Shares of the Portfolio
As stated under "Purchase of Shares of the Portfolio" above, the Portfolio's
shares have not been registered under the Securities Act of 1933, which means
that its shares are restricted securities which may not be sold unless
registered or pursuant to an available exemption from that Act. Redemption
of shares is not a sale under that Act, and therefore shareholders are not
restricted in redeeming their shares.
Redemptions are processed on any day on which the Portfolio is open for
business except for those days that the Federal Reserve Bank System and the
Portfolio's custodian are closed and are effected at the Portfolio's net
asset value next determined after the Portfolio receives a redemption request
in proper form.
Payment for redeemed shares is made promptly, but not later than seven days
after receipt of the redemption request in proper form. Proceeds for
redemption orders cannot be wired on those business days when the Federal
Reserve Bank System and the Portfolio's custodian are closed. In addition,
the right of redemption may be suspended or the date of payment postponed in
accordance with the rules under the 1940 Act. Redemptions are taxable
events, and the amount received may be more or less than the amount invested
by the shareholder, depending on the fluctuations in the market value of the
assets owned by the Portfolio.
Pending Legal Proceedings
Not Applicable
Part B:
10. Cover Page
Not Applicable
11. Table of Contents
Not Applicable
12. General Information and History
Not Applicable
13. Investment Objectives and Policies
As noted in response to Item 4, the Portfolio's investment objectives are
capital appreciation and liquidity while seeking high current income
consistent with safety and liquidity. In addition to the policies stated in
response to Item 4, the following restrictions (except as noted) have been
adopted as fundamental policies for the Portfolio, which means that they may
not be changed without the approval of a majority of the Portfolio's
outstanding voting securities. Under the 1940 Act, a "vote
of a majority of the outstanding voting securities" of the portfolio means
the affirmative vote of the lesser of (i) more than 50% of the outstanding
voting securities of the Portfolio, or (ii) 67% or more of the voting
securities present at a meeting if the holders if more than 50% of the
outstanding shares of the Portfolio are represented at that meeting. The
Portfolio may not:
(1) Borrow money or mortgage or pledge any of its assets, except that
borrowings (and a pledge of assets therefor) for temporary or emergency
purposes may be made from banks in any amount up to 10% of the total asset
value.
(2) Make loans, except (a) through the purchase of debt securities in
accordance with the investment objectives and policies of the Portfolio, (b)
to the extent the entry into a repurchase agreement is deemed to be a loan,
or (c) by the loan of its portfolio securities in accordance with the
policies described above.
(3) Invest in any issuer for purposes of exercising control or management.
(4) Buy any securities "on margin" or sell any securities "short," except
that it may use such short-term credits as are necessary for the clearance of
transactions.
(5) Purchase securities, in private placements or in other transactions,
for which there are legal or contractual restrictions on resale and are not
readily marketable, or enter into a repurchase agreement with more than seven
days to maturity if, as a result, more than 10% of the total assets of the
Portfolio would be invested in such securities or repurchase agreements.
(6) Purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition, or reorganization.
(7) Invest more than 25% of its assets in securities of any industry,
although for purposes of this limitation, U.S. government obligations are not
considered to be part of any industry. The prohibition does not apply where
the policies of the Portfolio as described in Part A specify otherwise.
(8) Act as underwriter of securities issued by other persons except insofar
as the Trust may technically be deemed an underwriter under the federal
securities laws in connection with the disposition of portfolio securities.
(9) Purchase securities from or sell to the Trust's officers and trustees,
or any firm of which any officer or trustee is a member, as principal, or
retain securities of any issuer if, to the knowledge of the Trust, one or
more of the Trust's officers, trustees, or investment adviser own
beneficially more than 1/2 of 1% of the securities of such issuer and all
such officers and trustees together own beneficially more than 5% of such
securities.
(10) Acquire, lease or hold real estate, provided that this limitation shall
not prohibit the purchase of municipal and other debt securities secured by
real estate or interests therein.
(11) Invest in commodities and commodity contracts, puts, calls, straddles,
spreads, or any combination thereof, or interests in oil, gas, or other
mineral exploration or development programs, except that it may purchase,
hold, and dispose of "obligations with puts attached" or write covered call
options in accordance with its stated investment policies.
If a percentage restriction contained herein is adhered to at the time of
investment, a later increase or decrease in the percentage resulting from a
change in the value of portfolio securities or the amount of the Portfolio's
assets will not be considered a violation of any of the foregoing
restrictions.
In addition to these fundamental policies, it is the present policy of the
Portfolio (which may be changed without the approval of shareholders) not to
invest in real estate limited partnerships (investments in marketable
securities issued by real estate investment trusts are not subject to this
restriction) or in interests (other than publicly traded equity securities)
in oil, gas, or other mineral leases, exploration or development.
14. Management of the Registrant
Officers and Trustees
The Board of Trustees (the board") has the responsibility for the overall
management of the Portfolio, including general supervision and review of its
investment activities. The trustees, in turn, elect the officers of the
Trust who are responsible for administering the day-to-day operations of the
Portfolio. The affiliations of the officers and trustees and their principal
occupations for the past five years are listed below. Trustees who are
deemed to be "interested persons" as defined in the Investment Company Act of
1940, as amended (the "1940 Act") are indicated by an asterisk (*).
Positions and Offices Principal Occupations
Name and Address with the Trust During Past Five Years
Frank H. Abbott, III (74)
1045 Sansome St.
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); and
director, trustee or managing general partner, as the case may be, of 31 of
the investment companies in the Franklin Group of Funds.
Harris J. Ashton (63)
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Trustee
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers); Director, RBC Holdings, Inc. (a bank
holding company) and Bar-S Foods; and director, trustee or managing general
partner, as the case may be, of 56 of the investment companies in the
Franklin Templeton Group of Funds.
S. Joseph Fortunato (63)
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; Director of General
Host Corporation; director, trustee or managing general partner, as the case
may be, of 58 of the investment companies in the Franklin Templeton Group of
Funds.
David W. Garbellano (80)
111 New Montgomery St., #402
San Francisco, CA 94105
Trustee
Private Investor; Assistant Secretary/Treasurer and Director, Berkeley
Science Corporation (a venture capital company); and director, trustee or
managing general partner, as the case may be, of 30 of the investment
companies in the Franklin Group of Funds.
*Charles B. Johnson (62)
777 Mariners Island Blvd.
San Mateo, CA 94404
Chairman of the Board and Trustee
President and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc. and Franklin Templeton Distributors, Inc.;
Director, Franklin/Templeton Investor Services, Inc. and General Host
Corporation; and officer and/or director, trustee or managing general
partner, as the case may be, of most other subsidiaries of Franklin
Resources, Inc. and of 57 of the investment companies in the Franklin
Templeton Group of Funds.
*Charles E. Johnson (39)
777 Mariners Island Blvd.
San Mateo CA 94404
President and Trustee
Senior Vice President and Director, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc. and Franklin Institutional Services Corporation;
officer and/or director, as the case may be, of some of the subsidiaries of
Franklin Resources, Inc. and officer and/or director or trustee, as the case
may be, of 24 of the investment companies in the Franklin Templeton Group of
Funds.
*Rupert H. Johnson, Jr. (55)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers,
Inc.; Director, Franklin/Templeton Investor Services, Inc.; and officer
and/or director, trustee or managing general partner, as the case may be, of
most other subsidiaries of Franklin Resources, Inc. and of 43 of the
investment companies in the Franklin Templeton Group of Funds.
Frank W. T. LaHaye (66)
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Peregrine Associates and Miller & LaHaye, which are General
Partners of Peregrine Ventures and Peregrine Ventures II (venture capital
firms); Chairman of the Board and Director, Quarterdeck Office Systems, Inc.;
Director, FischerImaging Corporation; and director or trustee, as the case
may be, of 26 of the investment companies in the Franklin Group of Funds.
Gordon S. Macklin (67)
8212 Burning Tree Road
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (information services); Director, Fund
American Enterprises Holdings, Inc., Lockheed Martin Corporation, MCI
Communications Corporation, MedImmune, Inc. (biotechnology), InfoVest
Corporation (information services), and Fusion Systems Corporation
(industrial technology); and director, trustee or managing general partner,
as the case may be, of 53 of the investment companies in the Franklin
Templeton Group of Funds; and formerly held the following positions:
Chairman, Hambrecht and Quist Group; Director, H & Q Healthcare Investors;
and President, National Association of Securities Dealers, Inc.
Harmon E. Burns (50)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President, Secretary and Director, Franklin Resources, Inc.;
Executive Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director,
Franklin/Templeton Investor Services, Inc.; officer and/or director, as the
case may be, of other subsidiaries of Franklin Resources, Inc.; and officer
and/or director or trustee of 43 of the investment companies in the Franklin
Templeton Group of Funds.
Kenneth V. Domingues (63)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards
Senior Vice President, Franklin Resources, Inc., Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc.; officer and/or director, as the case
may be, of other subsidiaries of Franklin Resources, Inc.; and officer and/or
managing general partner, as the case may be, of 37 of the investment
companies in the Franklin Group of Funds.
Martin L. Flanagan (35)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer
Senior Vice President, Chief Financial Officer and Treasurer, Franklin
Resources, Inc.; Executive Vice President, Templeton Worldwide, Inc.; Senior
Vice President and Treasurer, Franklin Advisers, Inc. and Franklin Templeton
Distributors, Inc.; Senior Vice President, Franklin/Templeton Investor
Services, Inc.; officer of most other subsidiaries of Franklin Resources,
Inc.; and officer of 61 of the investment companies in the Franklin Templeton
Group of Funds.
Deborah R. Gatzek (46)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Secretary
Senior Vice President - Legal, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; Vice President, Franklin Advisers, Inc. and
officer of 37 of the investment companies in the Franklin Group of Funds.
Diomedes Loo-Tam (56)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer
Employee of Franklin Advisers, Inc.; and officer of 37 of the investment
companies in the Franklin Group of Funds.
Edward V. McVey (58)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President/National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 32 of the investment companies in the
Franklin Group of Funds.
R. Martin Wiskemann (68)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President, Portfolio Manager and Director, Franklin Advisers,
Inc.; Senior Vice President, Franklin Management, Inc.; Vice President,
Treasurer and Director, ILA Financial Services, Inc. and Arizona Life
Insurance Company of America; and officer and/or director, as the case may
be, of 20 of the investment companies in the Franklin Group of Funds.
Trustees not affiliated with the Portfolio's investment manager are currently
paid fees of $50 per month plus $50 per meeting attended and are reimbursed
for expenses incurred in connection with attending such meetings. As
indicated above, certain of the Fund's nonaffiliated directors also service
as directors, trustees or managing general partners of other investment
companies in the Franklin Group of Funds and the Templeton Group of Funds
(the "Franklin Templeton Group of Funds") from which they may receive fees
for their services. The following table indicates the total fees paid to
nonaffiliated directors by the Trust and by other funds in the Franklin
Templeton Group of Funds.
<TABLE>
<CAPTION>
Number of Boards in
the Franklin
Total Fees Received Templeton Group of
from the Franklin Funds on Which Each
Total Fees Templeton Group of Serves***
Received from Funds**
Name Trust*
<S> <C> <C> <C>
Frank H. Abbott, III 1,200 $176,870 31
Harris J. Ashton 1,200 318,125 56
S. Joseph Fortunato 1,200 334,265 58
David Garbellano 1,200 153,300 30
Frank W.T. LaHaye 1,150 150,817 26
Gordon S. Macklin 1,200 301,885 53
</TABLE>
* For the fiscal year ended June 30, 1995.
** For the calendar year ended December 31, 1994.
*** The number of boards is based on the number of registered investment
companies in the Franklin Templeton Group of Funds and does not include the
total number of series or funds within each investment company for which the
directors are responsible. The Franklin Templeton Group of Funds currently
includes 61 registered investment companies, consisting of more than 162 U.S.
based funds or series.
Nonaffiliated trustees are reimbursed for expenses incurred in connection
with attending board meetings, paid pro rata by each fund in the Franklin
Templeton Group of Funds for which they serve as director, trustee or
managing general partner. No officer or trustee received any other
compensation directly from the Trust. Certain officers or trustees who are
shareholders of Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to
its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are
brothers, and the father and uncle, respectively, of Charles E. Johnson.
15. Control Persons and Principal Holders of Securities
As of October 6, 1995, the Portfolio's principal shareholders, beneficial or
of record, and their address and the amount of share ownership were Franklin
U.S. Government Securities Money Market Portfolio, a series of Institutional
Fiduciary Trust, 777 Mariners Island Blvd., San Mateo, CA 94404, which held
of record 266,701,099.380 shares or 69.18% and the Franklin Federal Money
Fund, 777 Mariners Island Blvd., San Mateo, CA 94404, which held of record
118,831,243.280 shares or 30.82%.
16. Investment Advisory and Other Services
Investment Advisory and Other Services The Portfolio's investment manager is
Franklin Advisers, Inc. ("Advisers" or "Manager"). Advisers is a wholly-owned
subsidiary of Franklin Resources, Inc. ("Resources"), a publicly owned holding
company whose shares are listed on the New York Stock Exchange ("Exchange").
Charles B. Johnson and Rupert H. Johnson, Jr. are principal shareholders of
Resources and own approximately 20% and 16%, respectively, of Resources'
outstanding shares. Resources owns several other subsidiaries which are involved
in investment management and shareholder services. The Manager and other
subsidiary companies of Resources currently manage over $129 billion in assets
for more than 3.8 million shareholders and others. The preceding table indicates
those officers and trustees who are also affiliated persons of Advisers.
Pursuant to the management agreement, Advisers provides investment research
and portfolio management services, including the selection of securities for
the Portfolio to purchase, hold or sell, and the selection of brokers-dealers
through whom the Portfolio's security transactions are executed. Advisers'
activities are subject to the review and supervision of the Trust's Board to
whom Advisers renders periodic reports of the investment activities of the
Portfolio. Under the terms of the management agreement, Advisers furnishes
the Portfolio with office space and office furnishings, facilities and
equipment required for managing the business affairs of the Portfolio;
maintains all internal bookkeeping, clerical, secretarial and administrative
personnel and services; and provides certain telephone and other mechanical
services. Advisers is covered by fidelity insurance on its officers,
directors and employees for the protection of the Trust. The Portfolio is
obligated to pay the Manager a fee, computed daily and payable monthly, at
the annual rate of .15% of the average daily net assets of the Portfolio. See
the Statement of Operations in the financial statements included in the
Annual Report for details of these expenses.
The management agreement specifies that the management fee will be reduced to
the extent necessary to comply with the most stringent limits on the expenses
which may be borne by the Portfolio as prescribed by any state in which the
Portfolio's shares are offered for sale. The most stringent current state
restriction limits a fund's allowable aggregate operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses such as
litigation costs) in any fiscal year to 2.5% of the first $30 million of
average net assets of the Portfolio, 2% of the next $70 million of average
net assets of the Portfolio and 1.5% of average net assets of the Portfolio
in excess of $100 million. Expense reductions have not been necessary based
on state requirements.
As noted in the Part A, Advisers has agreed in advance to limit
its management fees from the Portfolio. The management fee which would have
been incurred by the Portfolio, absent a fee reduction by Advisers, for the
period from July 28, 1992 (effective date of registration) through June 30,
1993, and for the fiscal year ended June 30, 1994 and June 30, 1995 were
$253,943, $355,778 and 634,995 respectively. The management fees actually
paid by the Portfolio for the same periods were $211,003, $304,633 and
$581,495 respectively.
The management agreement for the Portfolio is in effect until February 28,
1996. Thereafter, it may continue in effect for successive annual periods,
provided such continuance is specifically approved at least annually by a
vote of the Trust's Board or, as to the Portfolio, by a vote of the holders
of a majority of the Portfolio's outstanding voting securities, and in either
event by a majority of the trustees who are not parties to the management
agreement or interested persons of any such party (other than as trustees of
the Trust), cast in person at a meeting called for that purpose. The
management agreement may be terminated without penalty at any time by the
Portfolio or by the Manager on 30-days' written notice and will automatically
terminate in the event of its assignment as defined in the 1940 Act.
Franklin/Templeton Investor Services, Inc. ("Investor Services" or
"Shareholder Services Agent"), a wholly-owned subsidiary of Resources, is the
shareholder servicing agent for the Portfolio and acts as the Portfolio's
transfer agent and dividend-paying agent. Investor Services is compensated
on the basis of a fixed fee per account.
Bank of America NT & SA, 555 California Street, 4th Floor, San Francisco,
California 94104, and Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York 10260, act as custodians of the securities and
other assets of the Portfolio. Citibank Delaware, One Penn's Way, New
Castle, Delaware 19720, acts as custodian in connection with transfer
services through the bank automated clearing house. The custodians do not
participate in decisions relating to the purchase and sale of portfolio
securities.
Coopers & Lybrand, 333 Market Street, San Francisco, California 94105, are
the Trust's independent auditors. During the fiscal year ended June 30,
1995, their auditing services consisted of rendering an opinion on the
Portfolio's financial statements included in the Trust's Annual Report.
17. Brokerage Allocation
Execution of Portfolio Transactions
As noted in Part A, since most purchases by the Portfolio are principal
transactions at net prices, the Portfolio incurs little or no brokerage costs
or transfer taxes.
Advisers makes the investment decisions and arranges for the placement of buy
and sell orders and the execution of portfolio transactions for the
Portfolio. In executing portfolio transactions, the Manager seeks the most
favorable prices consistent with the best execution of the orders. So long
as the Manager believes it is obtaining the best execution, it will give
consideration in placing portfolio transactions with broker-dealers
furnishing research, statistical or factual information, or wire or other
services to the Portfolio or the Manager, including appraisals or valuations
of portfolio securities of the Portfolio. While the information and services
provided by broker-dealers are useful in varying degrees and would generally
reduce the amount of research or services otherwise performed by the Manager
and thus reduce its expenses, they are of indeterminable value and will not
reduce the management fees payable to the Manager by the Portfolio.
Depending on the Manager's view of market conditions, the Portfolio may or
may not purchase securities with the expectation of holding them to maturity,
although the Portfolio's general policy is to hold securities to maturity.
The Portfolio may, however, sell securities prior to maturity to meet
redemptions or as a result of a revised management evaluation of the issuer.
Purchases of portfolio securities may be made directly from issuers or from
underwriters. Where possible, purchase and sale transactions will be
effected through dealers (including banks) which specialize in the types of
securities which the Portfolio will be holding, unless better executions are
available elsewhere. Dealers and underwriters usually act as principal for
their own account. Purchases from underwriters will include a concession
paid by the issuer to the underwriter and purchases from dealers will include
the spread between the bid and the ask price. If the execution and price
offered by more than one dealer or underwriter are comparable, the order may
be allocated to a dealer or underwriter which has provided such research or
other services as mentioned above. No broker or dealer affiliated with the
Portfolio or with the Manager may purchase securities from, or sell
securities to, the Portfolio.
If purchases or sales of securities for the Portfolio and one or more other
investment companies or clients advised by the Manager are considered at or
about the same time, transactions in such securities will be allocated among
the several investment companies and clients in a manner deemed equitable to
all by the Manager, taking into account the respective sizes of the
investment companies or clients and the amount of securities to be purchased
or sold. It is recognized that in some cases this procedure could possibly
have a detrimental effect on the price or volume of the security so far as
the Portfolio is concerned. In other cases, it is possible that the ability
to participate in volume transactions and to negotiate lower brokerage
commissions will be beneficial to the Portfolio.
During the period from July 28, 1992 (effective date of registration) through
June 30, 1993, and during the fiscal year ended June 30, 1994 and June 30,
1995, the Portfolio paid no brokerage commissions.
Franklin/Templeton Distributors, Inc. ("Distributors"), an affiliate of
Advisers, is a member of the National Association of Securities Dealers,
Inc., and it may sometimes be entitled to obtain certain fees when the
Portfolio tenders portfolio securities pursuant to a tender-offer
solicitation. Accordingly, any portfolio securities tendered by the
Portfolio will be tendered through Distributors if it is legally permissible
to do so. In turn, the next management fee payable by the Portfolio under
the management agreement will be reduced by the amount of any tender fees
received by Distributors in cash, less certain costs and expenses incurred in
connection therewith.
18. Capital Stock and Other Securities
The information provided in response to this item is in addition to the
information provided in response to Item 4 in Part A.
All shares of each series of the Trust have equal voting, dividend and
liquidation rights. Shares of each series vote separately as to issues
affecting that series, or the Trust, unless otherwise permitted by the 1940
Act. The shares have noncumulative voting rights, so that in any election of
trustees the holders of more than 50% of the Trust's total outstanding shares
can elect 100% of the trustees if they choose to do so, and in such event the
holders of the remaining shares voting will not be able to elect any person
or persons to the Board. Shares have no preemptive, subscription or
conversion rights.
The Portfolio does not intend to hold annual meetings; it may, however, hold
a meeting for such purposes as changing fundamental investment restrictions,
approving a new management agreement or any other matters which are required
to be acted on by shareholders under the 1940 Act. A meeting may also be
called by a majority of the Board or by shareholders holding at least ten
percent of the shares entitled to vote at the meeting. Shareholders will
receive assistance in communicating with other shareholders in connection
with the election or removal of trustees similar to the provisions contained
in Section 16(c) of the 1940 Act.
Shares for an initial investment as well as subsequent investments, including
the reinvestment of dividends and capital gain distributions, are generally
credited to an account in the name of an investor on the books of the
Portfolio.
Shareholders will receive confirmation statements each time there is a
transaction which affects an account, including the reinvestment of
dividends. These statements will also show the total number of Portfolio
shares owned by a shareholder, including the number of shares in "plan
balance" for the account of the shareholder.
SHAREHOLDERS MAY RELY ON THE CONFIRMATION STATEMENTS IN LIEU OF CERTIFICATES
WHICH ARE NOT NECESSARY. CERTIFICATES REPRESENTING SHARES OF THE PORTFOLIO
WILL NOT BE ISSUED.
The Portfolio reserves the right to redeem, at net asset value, shares of any
shareholder whose account has a value of less than $1,000,000, but only where
the value of such account has been reduced by the shareholder's prior
voluntary redemption of shares and has been inactive (except for the
reinvestment of distributions) for a period of at least six months, provided
advance notice is given to the shareholder.
An investment in the Portfolio is not a deposit insured by the Federal
Deposit Insurance Corporation ("FDIC") and is not an obligation of or
guaranteed by any bank.
19. Purchase, Redemption and Pricing of Securities Being Offered
The information provided in response to this item is in addition to the
information provided in response to Items 7 and 8 in Part A.
Calculation of Net Asset Value
As noted in Part A, the net asset value per share for purposes of both the
purchase and redemption of shares is determined by the Portfolio on each day
that the Exchange is open for business. Valuation is currently made as of
3:00 p.m. Pacific time. As of the date hereof, the Portfolio is informed that
the Exchange intends to close in observance of the following holiday: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Net asset value per share of
the portfolio, is calculated by adding the value of all securities and other
assets in the Portfolio, deducting its liabilities, and dividing by the
number of shares outstanding.
The valuation of the Portfolio's portfolio securities (including any
securities held in a separate account maintained for when-issued securities)
is based upon their amortized cost which does not take into account
unrealized capital gains or losses. This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method provides certainty
in calculation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Portfolio would receive
if it sold the instrument. During periods of declining interest rates, the
daily yield on shares of the Portfolio computed as described above may tend
to be higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market prices and
estimates of market prices for all of its portfolio instruments. Thus, if
the use of amortized cost by the Portfolio resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in the Portfolio
would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing investors
in the Portfolio would receive less investment income. The converse would
apply in a period of rising interest rates.
The Portfolio's use of amortized cost which facilitates the maintenance of
the Portfolio's per share net asset value of $1.00 is permitted by a rule
adopted by the SEC. Pursuant to this rule, the Portfolio must adhere to
certain conditions. The Portfolio must maintain a dollar-weighted average
portfolio maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 calendar days or less, and invest only in those
U.S. dollar-denominated instruments that the Board determines present minimal
credit risks and which are, as required by the federal securities laws, rated
in one of the two highest rating categories as determined by nationally
recognized statistical rating organizations, instruments deemed comparable in
quality to such rated instruments, or instruments, the issuers of which, with
respect to an outstanding issue of short-term debt that is comparable in
priority and protection, have received a rating within the two highest
categories of nationally recognized statistical rating organizations.
Securities subject to floating or variable interest rates with demand
features in compliance with applicable rules of the SEC may have stated
maturities in excess of 397 days. The trustees have established procedures
designed to stabilize, to the extent reasonably possible, the Portfolio's
price per share as computed for the purpose of sales and redemptions at
$1.00. Such procedures will include review of the portfolio holdings by the
trustees, at such intervals as they may deem appropriate, to determine
whether the Portfolio's net asset value calculated by using available market
quotations deviates from $1.00 per share based on amortized cost. The extent
of any deviation will be examined by the trustees. If such deviation exceeds
1/2 of 1%, the trustees will promptly consider what action, if any, will be
initiated. In the event the trustees determine that a deviation exists which
may result in material dilution or other unfair results to investors or
existing shareholders, they will take such corrective action as they regard
as necessary and appropriate, which may include the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity, withholding dividends, redemptions of
shares in kind, or establishing a net asset value per share by using
available market quotations.
Additional Information Regarding Purchases and Redemptions of Fund Shares
The purchase price for shares of the Portfolio is at net asset value of such
shares next determined after receipt and acceptance of purchase order in proper
form. Once shares of the Portfolio are purchased, they begin earning income
immediately, and income dividends will start being credited to the investor's
account on the day following the effective date of purchase and continue through
the day all shares in the account are redeemed.
Payments transmitted by wire and received by the custodian and reported by it
to the Portfolio prior to 3:00 p.m. Pacific time on any business day are
normally effective on the same day as received, provided the Portfolio is
timely notified. Wire payments received or reported by the custodian to the
Portfolio after that time will be effective on the next business day.
Payments transmitted by check or other negotiable bank draft will normally be
effective within two business days for checks drawn on a member bank of the
Federal Reserve System, and longer for most other checks.
All purchases of shares of the Portfolio will be credited to the shareholder
in full and fractional shares of the Portfolio (rounded to the nearest 1/1000
of a share) in an account maintained for the shareholder by the Portfolio's
transfer agent. To open an account in the name of a corporation, a resolution
of the corporation's board of directors will be required.
The Trust reserves the right to reject any order for the purchase of shares
of the Portfolio and to waive minimum investment requirements. In addition,
the offering of shares of the Portfolio may be suspended by the Trust at any
time and resumed at any time thereafter.
Redemptions will be made in cash at net asset value per share next determined
after receipt by the Portfolio of a redemption request in proper form,
including all share certificates, share assignments, signature
guarantees, and other documentation as may be required by the transfer agent.
The amount received upon redemption may be more or less than the
shareholder's original investment.
The Portfolio will make payment for all redemptions within seven days after
receipt of such redemption request in proper form. The Portfolio reserves the
right, however, to suspend redemptions or postpone the date of payment (1)
for any periods during which the Exchange is closed (other than the customary
weekend and holiday closings); (2) when trading in the markets the Portfolio
usually utilizes is restricted or an emergency exists, as determined by the
Securities and Exchange Commission ("SEC"), so that disposal of portfolio
securities or valuation of net assets of the Portfolio is not reasonably
practicable; or (3) for such other period as the SEC, by order, may permit
for the protection of the Portfolio's shareholders. At various times, the
Portfolio may be requested to redeem shares for which it has not yet received
proper payment. Accordingly, the Portfolio may delay the sending of
redemption proceeds until such time as it has assured itself that proper
payment has been collected for the purchase of such shares.
Redemptions in Kind
The Portfolio has committed itself to pay in cash (by check) all requests for
redemption by any shareholder of record, limited in amount, however, during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Portfolio's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. In the case of requests
for redemption in excess of such amounts, the trustees reserve the right to
make payments in whole or in part in securities or other assets of the
Portfolio from which the shareholder is redeeming in case of an emergency, or
if the payment of such redemption in cash would be detrimental to the
existing shareholders of the Portfolio. In such circumstances, the
securities distributed would be valued at the price used to compute the
Portfolio's net assets. Should the Portfolio do so, a shareholder may incur
brokerage fees in converting the securities to cash.
Redemptions by the Portfolio
The Portfolio reserves the right to redeem, involuntarily, at net asset
value, the shares of any shareholder whose account has a value of less than a
minimum amount but only where the value of such account has been reduced by
the shareholder's prior voluntary redemption of shares. Until further
notice, it is the present policy of the Portfolio not to exercise this right
with respect to any shareholder whose account has a value of $1,000,000 or
more. In any event, before the Portfolio redeems such shares and sends the
proceeds to the shareholder, it will notify the shareholder that the value of
the shares in the account is less than the minimum amount and allow the
shareholder 30 days to make an additional investment in an amount which will
increase the value of the account to at least $1,000,000.
Reinvestment Date
The dividend reinvestment date is the date on which additional shares are
purchased for the investor who has elected to have dividends reinvested.
This date will vary from month to month based on operational considerations
and is not necessarily the same date as the record date or the payable date
for cash dividends.
20. Tax Status
The information provided in response to this item is in addition to the
information provided in response to Item 6 in Part A.
As stated in response to Item 6, the Portfolio has elected to be treated as a
regulated investment company under Subchapter M of the Code (the "Code"). The
trustees reserve the right not to maintain the qualification of the Portfolio
as a regulated investment company if they determine such course of action to
be beneficial to shareholders. In such case, the Portfolio will be subject
to federal and possibly state corporate taxes on its taxable income and
gains, and distributions to shareholders will be ordinary dividend income to
the extent of the Portfolio's available earnings and profits.
The Code requires all funds to distribute at least 98% of their taxable
ordinary income earned during the calendar year and at least 98% of their
capital gain net income earned during the twelve-month period ending October
31 of each year (in addition to amounts from the prior year that were neither
distributed nor taxed to the Portfolio) to shareholders by December 31 of
each year in order to avoid the imposition of a federal excise tax. Under
these rules, certain distributions which are declared in October, November or
December but which, for operational reasons, may not be paid to the
shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of
the calendar year in which they are declared. The Portfolio intends, as a
matter of policy, to declare and pay such dividends, if any, in December to
avoid the imposition of this tax, but does not guarantee that its
distributions will be sufficient to avoid any or all federal excise taxes.
The Portfolio's investments are composed of short-term securities under
normal circumstances and thus the Portfolio does not expect to realize any
long-term capital gains or losses. Any net short-term capital gain which is
realized by the Portfolio and not included in the daily dividend (adjusted
for any daily amounts of unrealized appreciation or depreciation reported
above and taking into account any capital loss carryovers) may generally be
distributed at least once each year and may be distributed more frequently if
necessary in order to avoid federal excise taxes. Any capital gain
distributions will also be reinvested in the form of additional Portfolio
shares at net asset value, unless the shareholder has previously notified the
Portfolio or its transfer agent to have them paid in cash.
Distributions derived from the excess of net long-term capital gain over net
short-term capital loss are treated as long-term capital gain regardless of
the length of time Portfolio shares have been owned and regardless of whether
received in cash or in additional shares.
The sale of shares of the Portfolio, either by redemption or exchange, is a
taxable event and may result in a capital gain or loss. Any loss incurred on
the sale of the Portfolio's shares, held for six months or less, will be
treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares. Since, however, the Portfolio seeks to
maintain a stable $1.00 per share price for both purchases and redemptions,
shareholders are not expected to realize a capital gain or loss upon sale.
21. Underwriters
Not Applicable
22. Calculation of Performance Data
Not Applicable
23. Financial Statements
The audited financial statement of the portfolio contained in the Annual
Report dated June 30, 1995, including the auditors report, are incorporated
herein by reference.
APPENDIX
A-1, A-2 and Prime-1, Prime-2 Commercial Paper Ratings:
Commercial paper rated by Standard & Poor's Corporation, an NRSRO, has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and
cash flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a
strong position within the industry. The reliability and quality of
management are unquestioned. Relative strength or weakness of the above
factors determines whether the issuer's commercial paper is rated A-1 or A-2.
The ratings Prime-1 and Prime-2 are the two highest commercial paper rating
assigned by Moody's Investor Services, Inc. ("Moody's). Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation
of the management of the issuer; (2) economic evaluation of the issuer's
industry or industries and an appraisal of speculative-type risks which may
be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of obligations,
and preparations to meet such obligations, which may be present or may arise
as a result of public interest questions. Relative strength or weakness of
the above factors determines whether the issuer's commercial paper is rated
Prime-1 or Prime-2.
THE MONEY MARKET PORTFOLIOS
FORM N-1A
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements incorporated herein by reference to the
Registrant's Annual Report to Shareholders dated June 30, 1995 as filed with
the SEC on Form Type N-30D on August 30, 1995
(i) Report of Independent Accountants - August 4, 1995
(ii) Statement of Investments in Securities and Net Assets, June 30, 1995
(iii)Statement of Assets and Liabilities, June 30, 1995
(iv) Statement of Changes in Net Assets for the years ended June 30, 1995
and 1994
(v) Statement of Operations for the years ended June 30, 1995 and 1994
(vi) Notes to Financial Statements
(b) Exhibits:
The following exhibits are attached hereto, except as otherwise noted:
1. Copies of the charter as now in effect;
(i) Agreement and Declaration of Trust of The Money Market Portfolios
dated June 16, 1992
(ii) Certificate of Trust of The Money Market Portfolios dated June
16, 1992
2. Copies of the existing By-Laws or instruments corresponding
thereto;
(i) By-Laws of The Money Market Portfolios
3. Copies of any voting trust agreement with respect to more than
five percent of any class of equity securities of the Registrant;
Not applicable
4. Specimens or copies of each security issued by the Registrant,
including copies of all constituent instruments, defining the
rights of the holders of such securities, and copies of each
security being registered;
Not applicable
5. Copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(i) Management Agreement between Registrant and Franklin Advisers,
Inc. dated August 27, 1992
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;
Not applicable
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) Custody Agreement between Registrant and Bank of America NT & SA
dated July 22, 1992
(ii) Custodian Agreements between Registrant and
Citibank Delaware
1. Citicash Management ACH Customer Agreement
2. Citibank Cash Management Services Master Agreement
3. Short Form Bank Agreement - Deposits and
Disbursements of Funds
Registrant: Franklin Premier Return Fund
Filing: Post-Effective Amendment No. 54 to
Registration on Form N-1A
File Nos. 33-39088 & 811-6243
Filing Date: February 22, 1995
(iii) Amendment to Custodian Agreement between
Registrant and Bank of America NT & SA dated
April 12, 1995
(iv) Custody Agreement between Registrant and Morgan Guaranty Trust
Company dated December 15, 1992 Post Effective Amendment No. 2 on
Form N-1A to Registration Statement of Registrant.
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
on or after the date of filing the Registration Statement;
Not applicable.
10. Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will when
sold be legally issued, fully paid and nonassessable;
Not applicable
11. Copies of any other opinions, appraisals or rulings and consents
to the use thereof relied on in the preparation of this
registration statement and required by Section 7 of the 1933 Act;
Not applicable
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) Letters of Understanding relating to initial capital dated July
22, 1992
14. Copies of the model plan used in the establishment of any
retirement plan in conjunction with which Registrant offers its
securities, any instructions thereto and any other documents
making up the model plan. Such form(s) should disclose the costs
and fees charged in connection therewith;
Not applicable
15. Copies of any plan entered into by Registrant pursuant to Rule
12b-1 under the 1940 Act, which describes all material aspects of
the financing of distribution of Registrant's shares, and any
agreements with any person relating to implementation of such
plan.
Not applicable
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. (i) Power of Attorney dated September 18, 1995
(ii) Certificate of Secretary dated September 18, 1995
27. (i) Financial Data Schedule for The Money Market Portfolios
(ii) Financial Data Schedule for the U.S. Government Money Market
Portfolios
Item 25. Persons Controlled by or under Common Control with Registrant.
None
Item 26. Number of Holders of Securities.
Number of Record Holders
Title of Class as of June 30, 1995
Shares of Beneficial Interest
of:
The Money Market Portfolio 4
The U.S. Government Securities
Money Market Portfolio 2
Item 27. Indemnification.
Reference is made to Article VI of the Registrant's By-Laws (Exhibit
2). Pursuant to Rule 484 under the Securities Act of 1933, as amended, the
Registrant furnishes the following undertaking:
"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."
Notwithstanding the provisions contained in the Registrant's By-Laws, in
the absence of authorization by the appropriate court on the merits pursuant
to Section 5 of Article VI of said By-Laws, any indemnification under said
Article shall be made by Registrant only if authorized in the manner provided
in either subsection (a) or (b) of Section 6 of Article VI.
Item 28. Business and Other Connections of Investment Adviser.
Franklin Advisers, Inc., a wholly owned subsidiary of Franklin
Resources, Inc., the investment manager for the Registrant, is the investment
manager for the other registered investment companies in the Franklin
Templeton Group of Funds with aggregate assets of approximately $129
billion. The officers and directors of the Registrant's investment advisor
also serve as officers and/or directors, and/or portfolio managers for (1)
the advisor's corporate parent, Franklin Resources, Inc., and/or (2) other
investment companies in the Franklin Group of Funds. In addition, Messrs.
Charles B. Johnson and Harris J. Ashton are directors of General Host
Corporation. For additional information please see Part B and Schedules A
and D of Form ADV of the Fund's Investment Manager (SEC File 801-26292),
incorporated herein by reference, which sets forth the officers and directors
of the Investment Manager and information as to any business, profession,
vocation or employment of a substantial nature engaged in by those officers
and directors during the past two years.
Item 29. Principal Underwriters
Not Applicable
Item 30. Locations 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 and the Rules thereunder
are kept by the Registrant or its shareholder services agent,
Franklin/Templeton Investor Services, Inc., at their respective principal
business offices, both of which are at 777 Mariners Island Blvd., San Mateo,
California 94404.
Item 31. Management Services.
There are no management-related service contracts not discussed in Part
A or Part B.
Item 32. Undertaking.
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 centum of the Registrant's outstanding shares and to
assist its shareholders in accordance with the requirements of Section 16(c)
of the Investment Company Act of 1940 relating to shareholder communications.
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Mateo, the State of California, on the 31 day
of October, 1995.
THE MONEY MARKET PORTFOLIOS
By: Charles E. Johnson*
Charles E. Johnson,
President
*By: /s/ Larry L. Greene
Larry L. Greene, Attorney in Fact
pursuant to a Power of Attorney
filed herewith
THE MONEY MARKET PORTFOLIOS
REGISTRATION STATEMENT
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.B1(i) Agreement and Declaration of Trust Attached
effective June 16, 1992
EX-99.B1(ii) Certificate of Trust of The Money Attached
Market Portfolios dated June 16, 1992
EX-99.B2(i) By-Laws Attached
EX-99.B5(i) Management Agreement between Attached
Registrant and Franklin Advisors,
Inc. dated August 27, 1992
EX-99.B8(i) Custody Agreement between Registrant Attached
and Bank of America NT & SA dated
July 22, 1992
EX-99.B8(ii) Copy of Custodian Agreements between *
Registrant and Citibank Delaware
EX-99.B8(iii) Amendment to Custodian Agreement Attached
between Registrant and Bank of
America NT & SA dated April 12, 1995
EX-99.B8(iv) Custody Agreement between Registrant Attached
and Morgan Guaranty Trust Company
dated December 15, 1992
EX-99.B13(i) Letters of Understanding relating to Attached
initial Capital dated July 22, 1992
EX-99.B17(i) Power of Attorney dated September Attached
18, 1995
EX-99.B17(ii) Certificate of Secretary dated Attached
September 18, 1995
EX-27.B(i) Financial Data Schedule for The Attached
Money Market Portfolios
EX-27.B(ii) Financial Data Schedule for The U.S. Attached
Government Money Market Portfolios
* Incorporated by Reference
Effective as of
June 16, 1992
AGREEMENT AND DECLARATION OF TRUST
of
THE MONEY MARKET PORTFOLIOS
a Delaware Business Trust
Principal Place of Business:
777 Mariners Island Boulevard
San Mateo, California 94404
TABLE OF CONTENTS
ARTICLE I
Name and Definitions
Section 1. Name
Section 2. Definitions
(a) Trust
(b) Trust Property
(c) Trustees
(d) Shares
(e) Shareholder
(f) Person
(g) 1940 Act
(h) Commission and Principal
Underwriter
(i) Declaration of Trust
(j) By-Laws
(k) Interested Person
(l) Investment Manager
(m) Series
ARTICLE II
Purpose of Trust
ARTICLE III
Shares
Section 1. Division of Beneficial Interest
Section 2. Ownership of Shares
Section 3. Investments in the Trust
Section 4. Status of Shares and Limitation of
Personal Liability
Section 5. Power of Board of Trustees to Change
Provisions Relating to Shares
Section 6. Establishment and Designation of
Shares
(a) Assets Held with Respect to a
Particular Series
(b) Liabilities Held with Respect to a
particular Series
(c) Dividends, Distributions,
Redemptions, and Repurchases
(d) Voting
(e) Equality
(f) Fractions
(g) Exchange Privilege
(h) Combination of Series
(I) Elimination of Series
Section 7. Indemnification of Shareholders
ARTICLE IV
The Board of Trustees
Section 1. Number, Election and Tenure
Section 2. Effect, of Death, Resignation, etc., of
a Trustee
Section 3. Powers
Section 4. Payment of Expenses by the Trust
Section 5. Payment of Expenses by Shareholders
Section 6. Ownership of Assets of the Trust
Section 7. Service Contracts
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers
Section 2. Voting Power and Meetings
Section 3. Quorum and Required Vote
Section 4. Action by Written Consent
Section 5. Record Dates
Section 6. Additional Provisions
ARTICLE VI
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net
Income, and Distributions
Section 2. Redemptions and Repurchases
Section 3. Redemptions at the Option of the
Trust
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation
Section 2. Indemnification and Limitation of
Liability
Section 3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety
Section 4. Insurance
ARTICLE VIII
Miscellaneous
Section 1. Liability of Third Persons Dealing
with Trustees
Section 2. Termination of Trust of Series
Section 3. Merger and Consolidation
Section 4. Amendments
Section 5. Filing of Copies, References,
Headings
Section 6. Applicable Law
Section 7. Provisions in Conflict with Law or
Regulations
Section 8. Business Trust Only
Section 9. Use of the name "Franklin"
AGREEMENT AND DECLARATION OF TRUST
OF
THE MONEY MARKET PORTFOLIOS
WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and entered
into as of the date set forth below by the Trustees named hereunder for the
purpose of forming a Delaware business trust in accordance with the provisions
hereinafter set forth,
NOW, THEREFORE, the Trustees hereby direct that a Certificate of
Trust be filed with the Office of the Secretary of State of the State of
Delaware and do hereby declare that the Trustees will hold IN TRUST all cash,
securities and other assets which the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the holders of
Shares in this Trust.
ARTICLE I.
Name and Definitions
Section 1. Name. This trust shall be known as "THE MONEY MARKET
PORTFOLIOS" and the Trustees shall conduct the business of the Trust under that
name or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The "Trust" refers to the Delaware business trust established by
this Agreement and Declaration of Trust, as amended from time to time;
(b) The "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust, including without limitation the rights referenced in Article
VIII, Section 9 hereof;
(c) "Trustees" refers to the persons who have signed this Agreement
and Declaration of Trust, so long as they continue in office in accordance with
the terms hereof, and all other persons who may from time to time be duly
elected or appointed to serve on the Board of Trustees in accordance with the
provisions hereof, and reference herein to a Trustee or the Trustees shall refer
to such person or persons in their capacity as trustees hereunder;
(d) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;
(e) "Shareholder" means a record owner of outstanding Shares;
(f) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;
(g) The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations thereunder, all as amended from time to time;
(h) The terms "Commission" and "Principal Underwriter" shall have
the respective meanings given them in Section 2(a)(7) and Section (2) (a)(29) of
the 1940 Act;
(i) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust, as amended or restated from time to time;
(j) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time and incorporated herein by reference;
(k) The term "Interested Person" has the meaning given it in Section
2 (a)(19) of the 1940 Act;
(l) "Investment Manager" or "Manager" means a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "Series" refers to each Series of Shares established and
designated under or in accordance with the provisions of Article III and shall
mean an entity such as that described in Section 18(f)(2) of the 1940 Act, and
subject to Rule 18f-2 thereunder.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the 1940 Act
through one or more Series investing primarily in securities.
ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial interest
in the Trust shall at all times be divided into an unlimited number of Shares,
with a par value of $ .01 per Share. The Trustees may authorize the division of
Shares into separate Series and the division of Series into separate classes of
Shares. The different Series shall be established and designated, and the
variations in the relative rights and preferences as between the different
Series shall be fixed and determined, by the Trustees. If only one or no Series
(or classes) shall be established, the Shares shall have the rights and
preferences provided for herein and in Article III, Section 6 hereof to the
extent relevant and not otherwise provided for herein, and all references to
Series (and classes) shall be construed (as the context may require) to refer to
the Trust.
Subject to the provisions of Section 6 of this Article III, each
Share shall have voting rights as provided in Article V hereof, and holders of
the Shares of any Series shall be entitled to receive dividends, when, if and as
declared with respect thereto in the manner provided in Article VI, Section 1
hereof. No Shares shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions upon termination of
the Trust or of such Series made pursuant to Article VIII, Section 4 hereof. All
dividends and distributions shall be made ratably among all Shareholders of a
particular (class of a) Series from the assets held with respect to such Series
according to the number of Shares of such (class of such) Series held of record
by such Shareholder on the record date for any dividend or distribution or on
the date of termination, as the case may be. Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or other
securities issued by the Trust or any Series. The Trustees may from time to time
divide or combine the Shares of any particular Series into a greater or lesser
number of Shares of that Series without thereby materially changing the
proportionate beneficial interest of the Shares of that Series in the assets
held with respect to that Series or materially affecting the rights of Shares of
any other Series.
Section 2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series (or
class). No certificates certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of
Shares of each Series (or class) and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders of each Series (or class) and
as to the number of Shares of each Series (or class) held from time to time by
each.
Section 3. Investments in the Trust. Investments may be accepted by
the Trust from such Persons, at such times, on such terms, and for such
consideration as the Trustees from time to time may authorize. Each investment
shall be credited to the individual Shareholder's account in the form of full
and fractional Shares of the Trust, in such Series (or class) as the purchaser
shall select, at the net asset value per Share next determined for such Series
(or class) after receipt of the investment; provided, however, that the Trustees
may, in their sole discretion, impose a sales charge upon investments in the
Trust.
Section 4. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust Property or right to call for a partition
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided herein, to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
Section 5. Power of Board of Trustees to Change Provisions Relating to
Shares. Notwithstanding any other provisions of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend the Declaration of
Trust as provided elsewhere herein, the Board of Trustees shall have the power
to amend this Declaration of Trust, at any time and from time to time, in such
manner as the Board of Trustees may determine in their sole discretion, without
the need for Shareholder action, so as to add to, delete, replace or otherwise
modify any provisions relating to the Shares contained in this Declaration of
Trust, provided that before adopting any such amendment without Shareholder
approval the Board of Trustees shall determine that it is consistent with the
fair and equitable treatment of all Shareholders or that Shareholder approval is
not otherwise required by the 1940 Act or other applicable law. If Shares have
been issued, Shareholder approval shall be required to adopt any amendments to
this Declaration of Trust which would adversely affect to a material degree the
rights and preferences of the Shares of any Series (or class) or to increase or
decrease the par value of the Shares of any Series (or class).
Subject to the foregoing Paragraph, the Board of Trustees may amend
the Declaration of Trust to amend any of the provisions set forth in paragraphs
(a) through (i) of Section 6 of this Article III.
Section 6. Establishment and Designation of Shares. The
establishment and designation of any Series (or class) of Shares shall be
effective upon the resolution by a majority of the then Trustees, adopting a
resolution which sets forth such establishment and designation and the relative
rights and preferences of such Series (or class). Each such resolution shall be
incorporated herein by reference upon adoption.
Shares of each Series (or class) established pursuant to this
Section 6, unless otherwise provided in the resolution establishing such Series,
shall have the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets held with respect to"
that Series. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable as
assets held with respect to any particular Series (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or among
any one or more of the Series in such manner and on such basis as the Trustees,
in their sole discretion, deem fair and equitable, and any General Asset so
allocated to a particular Series shall be held with respect to that Series. Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.
(b) Liabilities Held with Respect to a Particular Series. The assets
of the Trust held with respect to each particular Series shall be charged
against the liabilities of the Trust held with respect to that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities of the Trust which are not readily identifiable as being
held with respect to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the Series in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a Series are
herein referred to as "liabilities held with respect to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of a11 Series for all purposes.
All Persons who have extended credit which has been allocated to a particular
Series, or who have a claim or contract which has been allocated to any
particular Series, shall look, and shall be required by contract to look
exclusively, to the assets of that particular Series for payment of such credit,
claim, or contract. In the absence of an express contractual agreement so
limiting the claims of such creditors, claimants and contract providers, each
creditor, claimant and contract provider will be deemed nevertheless to have
impliedly agreed to such limitation unless an express provision to the contrary
has been incorporated in the written contract or other document establishing the
claimant relationship.
(c) Dividends, Distributions, Redemptions, and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon termination of the Trust or of any Series
(or class) with respect to, nor any redemption or repurchase of, the Shares of
any Series (or class) shall be effected by the Trust other than from the assets
held with respect to such Series, nor, except as specifically provided in
Section 7 of this Article III, shall any Shareholder of any particular Series
otherwise have any right or claim against the assets held with respect to any
other Series except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series. The Trustees shall have
full discretion, to the extent not inconsistent with the 1940 Act, to determine
which items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders.
(d) Voting. All Shares of the Trust entitled to vote on a matter
shall vote separately by Series (and, if applicable, by class): that is, the
Shareholders of each Series (or class) shall have the right to approve or
disapprove matters affecting the Trust and each respective Series (or class) as
if the Series (or classes) were separate companies. There are, however, two
exceptions to voting by separate Series (or classes). First, if the 1940 Act
requires all Shares of the Trust to be voted in the aggregate without
differentiation between the separate Series (or classes), then all the Trust's
Shares shall be entitled to vote on a one-vote-per-Share basis. Second, if any
matter affects only the interests of some but not all Series (or classes), then
only the Shareholders of such affected Series (or classes) shall be entitled to
vote on the matter.
(e) Equality. All the Shares of each particular Series shall
represent an equal proportionate undivided interest in the assets held with
respect to that Series (subject to the liabilities held with respect to that
Series and such rights and preferences as may have been established and
designated with respect to classes of Shares within such Series), and each Share
of any particular Series shall be equal to each other Share of that Series.
(f) Fractions. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.
(g) Exchange Privilege. The Trustees shall have the authority to
provide that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may be established by the
Trustees.
(h) Combination of Series. The Trustees shall have the authority,
without the approval of the Shareholders of any Series unless otherwise required
by applicable law, to combine the assets and liabilities held with respect to
any two or more Series into assets and liabilities held with respect to a single
Series.
(i) Elimination of Series. At any time that there are no Shares
outstanding of any particular Series (or class) previously established and
designated, the Trustees may by resolution of a majority of the then Trustees
abolish that Series (or class) and rescind the establishment and designation
thereof.
Section 7. Indemnification of Shareholders. If any Shareholder or
former Shareholder shall be exposed to liability by reason of a claim or demand
relating to his or her being or having been a Shareholder, and not because of
his or her acts or omissions, the Shareholder or former Shareholder (or his or
her heirs, executors, administrators, or other legal representatives or in the
case of a corporation or other entity, its corporate or other general successor)
shall be entitled to be held harmless from and indemnified out of the assets of
the Trust against all loss and expense arising from such claim or demand.
ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than fifteen (15). The
Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees or remove
Trustees with or without cause. Each Trustee shall serve during the continued
lifetime of the Trust until he or she dies, resigns, is declared bankrupt or
incompetent by a court of appropriate jurisdiction, or is removed, or, if
sooner, until the next meeting of Shareholders called for the purpose of
electing Trustees and until the election and qualification of his or her
successor. Any Trustee may resign at any time by written instrument signed by
him and delivered to any officer of the Trust or to a meeting of the Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The
Shareholders may fix the number of Trustees and elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose. Any Trustee may be removed
at any meeting of Shareholders by a vote of two-thirds of the outstanding Shares
of the Trust. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees may be called (i) by the Trustees upon their own vote, or
(ii) upon the demand of Shareholders owning 10% or more of the Shares of the
Trust in the aggregate.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death,
declination, resignation, retirement, removal, or incapacity of one or more
Trustees, or all of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
As conclusive evidence of such vacancy, a written instrument certifying the
existence of such vacancy may be executed by an officer of the Trust or by a
majority of the Board of Trustees. In the event of the death, declination,
resignation, retirement, removal, or incapacity of all the then Trustees within
a short period of time and without the opportunity for at least one Trustee
being able to appoint additional Trustees to fill vacancies, the Trust's
Investment Manager(s) are empowered to appoint new Trustees subject to the
provisions of Section 16(a) of the l940 Act.
Section 3. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Board of Trustees, and
such Board shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in securities transactions of all
kinds on behalf of the Trust. Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the administration of the Trust. Without
limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with
this Declaration of Trust providing for the regulation and management of the
affairs of the Trust and may amend and repeal them to the extent that such
By-Laws do not reserve that right to the Shareholders; fill vacancies in or
remove from their number, and may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from their own
number and establish and terminate one or more committees consisting of two or
more Trustees which may exercise the powers and authority of the Board of
Trustees to the extent that the Trustees determine; employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable law; set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series;
establish from time to time, in accordance with the provisions of Article III,
Section 6 hereof, any Series (or class) of Shares, each such Series (or class)
to operate as a separate and distinct investment medium and with separately
defined investment objectives and policies and distinct investment purpose; and
in general delegate such authority as they consider desirable to any officer of
the Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian, transfer or shareholder servicing agent, or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees. Unless otherwise specified or required by law,
any action by the Board of Trustees shall be deemed effective if approved or
taken by a majority of the Trustees then in office. Any action required or
permitted to be taken at any meeting of the Board of Trustees, or any committee
thereof, may be taken without a meeting if all members of the Board of Trustees
or committee (as the case may be) consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of Trustees,
or committee.
Without limiting the foregoing, the Trust shall have power and
authority:
(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other securities, and securities of every nature and kind,
including, without limitation, all types of bonds, debentures, stocks, preferred
stocks, negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including,
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality, or by any bank or savings institution, or by any corporation or
organization organized under the laws of the United States or of any state,
territory, or possession thereof, or by any corporation or organization
organized under any foreign law, or in "when issued" contracts for any such
securities, to change the investments of the assets of the Trust; and to
exercise any and all rights, powers, and privileges of ownership or interest in
respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons, to exercise any of
said rights, powers, and privileges in respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease,
or write options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust or any Series, subject to any
requirements of the 1940 Act;
(c) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and right of subscription or otherwise which
in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating that
it is trust property, whether in bearer, unregistered or other negotiable form,
or in its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository, subject in
each case to proper safeguards according to the usual practice of investment
companies or any rules or regulations applicable thereto;
(f) To consent to, or participate in, any plan for the
reorganization, consolidation or merger of any corporation or issuer of any
security which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer; and to pay
calls or subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of
or against the Trust or any matter in controversy, including, but not limited to
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(j) To borrow funds or other property in the name of the Trust
exclusively for Trust purposes;
(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, investment adviser, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
Person against liability; and
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust.
The Trust shall not be limited to investing in obligations maturing
before the possible termination of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. The Trust shall not be required
to obtain any court order to deal with any assets of the Trust or take any other
action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust or Series (or class), or partly out of the principal and partly out of
income, and to charge or allocate the same to, between or among such one or more
of the Series (or class) that may be established or designated pursuant to
Article III, Section 6, as they deem fair, all expenses, fees, charges, taxes
and liabilities incurred or arising in connection with the Trust or Series (or
class), or in connection with the management thereof, including, but not limited
to, the Trustees' compensation and such expenses and charges for the services of
the Trust's officers, employees, investment adviser or manager, principal
underwriter, auditors, counsel, custodian, transfer agent, Shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur.
Section 5. Payment of Expenses by Shareholders. The Trustees shall
have the power, as frequently as they may determine, to cause each Shareholder,
or each Shareholder of any particular Series, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, Shareholder servicing
or similar agent, an amount fixed from time to time by the Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.
Section 6. Ownership of Assets of the Trust. Title to all of the
assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the Trustees, or in the
name of the Trust, or in the name of any other Person as nominee, on such terms
as the Trustees may determine. The right, title and interest of the Trustees in
the Trust Property shall vest automatically in each Person who may hereafter
become a Trustee. Upon the resignation, removal or death of a Trustee he or she
shall automatically cease to have any right, title or interest in any of the
Trust Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.
Section 7. Service Contracts.
(a) Subject to such requirements and restrictions as may be set
forth in the By-Laws, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory, management and/or
administrative services for the Trust or for any Series with any corporation,
trust, association or other organization; and any such contract may contain such
other terms as the Trustees may determine, including without limitation,
authority for the Investment Manager or administrator to determine from time to
time without prior consultation with the Trustees what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the assets of
the Trust shall be held uninvested and to make changes in the Trust's
investments, or such other activities as may specifically be delegated to such
party.
(b) The Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or Principal Underwriter for
the Shares of one or more of the Series (or classes) or other securities to be
issued by the Trust. Every such contract shall comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such contract may
contain such other terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to
time, to contract with any corporations, trusts, associations or other
organizations, appointing it or them the custodian, transfer agent and/or
shareholder servicing agent for the Trust or one or more of its Series. Every
such contract shall comply with such requirements and restrictions as may be set
forth in the By-Laws or stipulated by resolution of the Trustees.
(d) The Trustees are further empowered, at any time and from time to
time, to contract with any entity to provide such other services to the Trust or
one or more of the Series, as the Trustees determine to be in the best interests
of the Trust and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, Manager, adviser, Principal Underwriter, distributor, or
affiliate or agent of or for any corporation, trust, association, or
other organization, or for any parent or affiliate of any
organization with which an advisory, management or administration
contract, or principal underwriter's or distributor's contract, or
transfer, shareholder servicing or other type of service contract
may have been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a Shareholder
or has an interest in the Trust, or that
(ii) any corporation, trust, association or other organization
with which an advisory, management or administration contract or
principal underwriter's or distributor's contract, or transfer,
shareholder servicing or other type of service contract may have
been or may hereafter be made also has an advisory, management or
administration contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other service
contract with one or more other corporations, trust, associations,
or other organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
Shareholders, provided approval of each such contract is made pursuant to the
requirements of the 1940 Act.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. Subject to the provisions of Article III,
Section 6(d), the Shareholders shall have power to vote only (i) for the
election or removal of Trustees as provided in Article IV, Section 1, and (ii)
with respect to such additional matters relating to the Trust as may be required
by this Declaration of Trust, the By-Laws or any registration of the Trust with
the Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the proxy
the Trust receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.
Section 2. Voting Power and Meetings. Meetings of the Shareholders may
be called by the Trustees for the purpose of electing Trustees as provided in
Article IV, Section 1 and for such other purposes as may be prescribed by law,
by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may
also be called by the Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Trustees to be necessary or
desirable. A meeting of Shareholders may be held at any place designated by the
Trustees. Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by mailing such notice at least seven (7) days
before such meeting, postage prepaid, stating the time and place of the meeting,
to each Shareholder at the Shareholder's address as it appears on the records of
the Trust. Whenever notice of a meeting is required to be given to a Shareholder
under this Declaration of Trust or the By-Laws, a written waiver thereof,
executed before or after the meeting by such Shareholder or his or her attorney
thereunto authorized and filed with the records of the meeting, shall be deemed
equivalent to such notice.
Section 3. Quorum and Required Vote. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
forty percent (40%) of the Shares entitled to vote shall constitute a quorum at
a Shareholders' meeting. When any one or more Series (or classes) is to vote as
a single class separate from any other Shares, forty percent (40%) of the Shares
of each such Series (or classes) entitled to vote shall constitute a quorum at a
Shareholder's meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question of adjourning a meeting to another date and time, whether or not a
quorum is present, and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice. Subject
to the provisions of Article III, Section 6(d), when a quorum is present at any
meeting, a majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws or by applicable law.
Section 4. Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if Shareholders holding a majority
of the Shares entitled to vote on the matter (or such larger proportion thereof
as shall be required by any express provision of this Declaration of Trust or by
the By-Laws) and holding a majority (or such larger proportion as aforesaid) of
the Shares of any Series (or class) entitled to vote separately on the matter
consent to the action in writing and such written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
Section 5. Record Dates. For the purpose of determining the
Shareholders of any Series (or class) who are entitled to vote or act at any
meeting or any adjournment thereof, the Trustees may from time to time fix a
time, which shall be not more than ninety (90) days before the date of any
meeting of Shareholders, as the record date for determining the Shareholders of
such Series (or class) having the right to notice of and to vote at such meeting
and any adjournment thereof, and in such case only Shareholders of record on
such record date shall have such right, notwithstanding any transfer of shares
on the books of the Trust after the record date. For the purpose of determining
the Shareholders of any Series (or class) who are entitled to receive payment of
any dividend or of any other distribution, the Trustees may from time to time
fix a date, which shall be before the date for the payment of such dividend or
such other payment, as the record date for determining the Shareholders of such
Series (or class) having the right to receive such dividend or distribution.
Without fixing a record date the Trustees may for voting and/or distribution
purposes close the register or transfer books for one or more Series for all or
any part of the period between a record date and a meeting of Shareholders or
the payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different Series
(or classes).
Section 6. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI.
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net Income, and
Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the By-Laws or in a
duly adopted vote of the Trustees such bases and time for determining the per
Share or net asset value of the Shares of any Series or net income attributable
to the Shares of any Series, or the declaration and payment of dividends and
distributions on the Shares of any Series, as they may deem necessary or
desirable.
Section 2. Redemptions and Repurchases. The Trust shall purchase such
Shares as are offered by any Shareholder for redemption, upon the presentation
of a proper instrument of transfer together with a request directed to the Trust
or a Person designated by the Trust that the Trust purchase such Shares or in
accordance with such other procedures for redemption as the Trustees may from
time to time authorize; and the Trust will pay therefor the net asset value
thereof, in accordance with the By-Laws and applicable law. Payment for said
Shares shall be made by the Trust to the Shareholder within seven days after the
date on which the request is made in proper form. The obligation set forth in
this Section 2 is subject to the provision that in the event that any time the
New York Stock Exchange (the "Exchange") is closed for other than weekends or
holidays, or if permitted by the Rules of the Commission during periods when
trading on the Exchange is restricted or during any emergency which makes it
impracticable for the Trust to dispose of the investments of the applicable
Series or to determine fairly the value of the net assets held with respect to
such Series or during any other period permitted by order of the Commission for
the protection of investors, such obligations may be suspended or postponed by
the Trustees.
The redemption price may in any case or cases be paid wholly or
partly in kind if the Trustees determine that such payment is advisable in the
interest of the remaining Shareholders of the Series for which the Shares are
being redeemed. Subject to the foregoing, the fair value, selection and quantity
of securities or other property so paid or delivered as all or part of the
redemption price may be determined by or under authority of the Trustees. In no
case shall the Trust be liable for any delay of any corporation or other Person
in transferring securities selected for delivery as all or part of any payment
in kind.
Section 3. Redemptions at the Option of the Trust. The Trust shall
have the right at its option and at any time to redeem Shares of any Shareholder
at the net asset value thereof as described in Section 1 of this Article VI: (i)
if at such time such Shareholder owns Shares of any Series having an aggregate
net asset value of less than an amount determined from time to time by the
Trustees prior to the acquisition of said Shares; or (ii) to the extent that
such Shareholder owns Shares of a particular Series equal to or in excess of a
percentage of the outstanding Shares of that Series determined from time to time
by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal
to or in excess of a percentage, determined from time to time by the Trustees,
of the outstanding Shares of the Trust or of any Series.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.
Section 2. Indemnification and Limitation of Liability. The Trustees
shall not be responsible or liable in any event for any neglect or wrong-doing
of any officer, agent, employee, Manager or Principal Underwriter of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee, and the Trust out of its assets shall indemnify and hold harmless each
and every Trustee from and against any and all claims and demands whatsoever
arising out of or related to each Trustee's performance of his or her duties as
a Trustee of the Trust; provided that nothing herein contained shall indemnify,
hold harmless or protect any Trustee from or against any liability to the Trust
or any Shareholder to which he or she would otherwise be subject by reason of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or undertaking
and every other act or thing whatsoever issued, executed or done by or on behalf
of the Trust or the Trustees or any of them in connection with the Trust shall
be conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall be liable to the
Trust and to any Shareholder solely for his or her own wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.
Section 4. Insurance. The Trustees shall be entitled and empowered
to the fullest extent permitted by law to purchase with Trust assets insurance
for liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify him or her against such liability under the provisions of this
Article.
ARTICLE VIII.
Miscellaneous
Section 1. Liability of Third Persons Dealing with Trustees. No
Person dealing with the Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred to the Trust or
upon its order.
Section 2. Termination of Trust or Series. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of a majority of the Shares of each Series
entitled to vote, voting separately by Series, or by the Trustees by written
notice to the Shareholders. Any Series may be terminated at any time by vote of
a majority of the Shares of that Series or by the Trustees by written notice to
the Shareholders of that Series.
Upon termination of the Trust (or any Series, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities held, severally, with respect to each Series (or the applicable
Series, as the case may be), whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall, in accordance with such procedures
as the Trustees consider appropriate, reduce the remaining assets held,
severally, with respect to each Series (or the applicable Series, as the case
may be), to distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds held with respect to each
Series (or the applicable Series, as the case may be), to the Shareholders of
that Series, as a Series, ratably according to the number of Shares of that
Series held by the several Shareholders on the date of termination.
Section 3. Merger and Consolidation. The Trustees may cause (i) the
Trust or one or more of its Series to the extent consistent with applicable law
to be merged into or consolidated with another Trust or company, (ii) the Shares
of the Trust or any Series to be converted into beneficial interests in another
business trust (or series thereof) created pursuant to this Section 3 of Article
VIII, or (iii) the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law. Such merger or consolidation,
Share conversion or Share exchange must be authorized by vote of a majority of
the outstanding Shares of the Trust, as a whole, or any affected Series, as may
be applicable; provided that in all respects not governed by statute or
applicable law, the Trustees shall have power to prescribe the procedure
necessary or appropriate to accomplish a sale of assets, merger or consolidation
including the power to create one or more separate business trusts to which all
or any part of the assets, liabilities, profits or losses of the Trust may be
transferred and to provide for the conversion of Shares of the Trust or any
Series into beneficial interests in such separate business trust or trusts (or
series thereof).
Section 4. Amendments. This Declaration of Trust may be restated
and/or amended at any time by an instrument in writing signed by a majority of
the then Trustees and, if required, by approval of such amendment by
Shareholders in accordance with Article V, Section 3 hereof. Any such
restatement and/or amendment hereto shall be effective immediately upon
execution and approval. The Certificate of Trust of the Trust may be restated
and/or amended by a similar procedure, and any such restatement and/or amendment
shall be effective immediately upon filing with the Office of the Secretary of
State of the State of Delaware or upon such future date as may be stated
therein.
Section 5. Filing of Copies, References, Headings. The original or a
copy of this instrument and of each restatement and/or amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such restatements and/or amendments have been
made and as to any matters in connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such restatements
and/or amendments. In this instrument and in any such restatements and/or
amendment, references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder," shall be deemed to refer to this instrument as amended
or affected by any such restatements and/or amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part hereof
or control or affect the meaning, construction or effect of this instrument.
Whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of counterparts each
of which shall be deemed an original.
Section 6. Applicable Law. This Agreement and Declaration of Trust
is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Business Trust
Act, as amended from time to time (the "Act"). The Trust shall be a Delaware
business trust pursuant to such Act, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
business trust.
Section 7. Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of the Declaration of Trust; provided, however, that such determination
shall not affect any of the remaining provisions of the Declaration of Trust or
render invalid or improper any action taken or omitted prior to such
determination.
(b) If any provision of the Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of the Declaration of Trust in any jurisdiction.
Section 8. Business Trust Only. It is the intention of the Trustees
to create a business trust pursuant to the Delaware Business Trust Act, as
amended from time to time (the "Act"), and thereby to create only the
relationship of trustee and beneficial owners within the meaning of such Act
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to such Act. Nothing in this Declaration of Trust
shall be construed to make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.
Section 9. Use of the name "Franklin". The name "Franklin" and all
rights to the use of the name "Franklin" belongs to Franklin Resources, Inc.
("Franklin"), the sponsor of the Trust. Franklin has consented to the use by the
Trust of the identifying word "Franklin" and has granted to the Trust a
non-exclusive license to use the name "Franklin" as part of the name of the
Trust and the name of any Series of Shares. In the event Franklin or an
affiliate of Franklin is not appointed as Manager and/or Principal Underwriter,
or ceases to be the Manager and/or Principal Underwriter of the Trust or of any
Series using such names, the non-exclusive license granted herein may be revoked
by Franklin and the Trust shall cease using the name "Franklin" as part of its
name or the name of any Series of Shares, unless otherwise consented to by
Franklin or any successor to its interests in such names.
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992.
/s/ Charles B. Johnson
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
/s/ Rupert H. Johnson, Jr.
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 16904 San Mateo, CA 94404
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992.
/s/ Frank H. Abbott, III
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992.
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
/s/ Harris J. Ashton
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
/s/ Joseph Fortunato
Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992.
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
/s/ David W. Garbellano
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and
enter into this Declaration of Trust as of the 16th day of June, 1992.
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariner Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Frank W. T. LaHaye /s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Declaration of Trust as of the 16th day of June, 1992.
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
/s/ Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
777 Mariners Island Boulevard, San Mateo, California 94404
State of Delaware
Office of Secretary of State
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
BUSINESS TRUST OF "THE MONEY MARKET PORTFOLIOS" FILED IN THIS OFFICE ON THE
TENTH DAY OF JULY, A.D.
1992, AT 10 O'CLOCK A.M.
/s/ MICHAEL RATCHFORD
MICHAEL RATCHFORD
SECRETARY OF STATE
CERTIFICATE OF TRUST
OF
THE MONEY MARKET PORTFOLIOS
a Delaware Business Trust
THIS Certificate of Trust of THE MONEY MARKET PORTFOLIOS (the
"Trust"), dated as of this 16th day of June, 1992, is being duly executed and
filed, in order to form a business trust pursuant to the Delaware Business Trust
Act (the "Act"), Del. Code Ann. tit. 12, Sections 3801-3819.
1. NAME. The name of the business trust formed hereby is "THE MONEY
MARKET PORTFOLIOS."
2. REGISTERED OFFICE AND REGISTERED AGENT. The Trust will become,
prior to the issuance of beneficial interests, a registered investment company
under the Investment Company Act of 1940, as amended. Therefore, in accordance
with section 3807(b) of the Act, the Trust has and shall maintain in the State
of Delaware a registered office and a registered agent for service of process.
(a) REGISTERED OFFICE. The registered office of the Trust in
Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801.
(b) REGISTERED AGENT. The registered agent for service of
process on the Trust in Delaware is The Corporation Trust Company.
3. LIMITATION ON LIABILITY. Pursuant to section 3804 of the Act, in
the event that the Trust's governing instrument, as defined in section 3801(f)
of the Act, creates one or more series as provided in section 3806(b)(2) of the
Act, the debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to a particular series of the Trust shall be
enforceable against the assets of such series only, and not against the assets
of the Trust generally.
IN WITNESS WHEREOF, the Trustees named below do hereby execute this
Certificate of Trust as of the date first-above written.
/s/ Frank H. Abbott, III /s/ Charles B. Johnson
Frank H. Abbott, III Charles B. Johnson
1045 Sansome Street 777 Mariners Island Blvd.
San Francisco, CA 94111 San Mateo, CA 94404
/s/ Harris J. Ashton /s/ Rupert H. Johnson, Jr.
Harris J. Ashton Rupert H. Johnson, Jr.
Metro Center, 1 Station Place 777 Mariners Island Blvd.
Stamford, CT 06904 San Mateo, CA 94404
/s/ S. Joseph Fortunato /s/ David W. Garbellano
S. Joseph Fortunato David W. Garbellano
Park Avenue at Morris County 111 New Montgomery St. #402
P.O. Box 1945 San Francisco, CA 94105
Morristown, NJ 07962-1945
/s/ Frank W. T. LaHaye /s/ Henry L. Jamieson
Frank W. T. LaHaye Henry L. Jamieson
20833 Stevens Creek Blvd. 777 Mariners Island Blvd.
Suite 102 San Mateo, CA 94404
Cupertino, CA 95014
/s/ Edmund H. Kerr
Edmund H. Kerr
One Liberty Plaza
New York, NY 10006
BY-LAWS
for the regulation,
except as otherwise provided by statute or
the Agreement and Declaration of Trust of
THE MONEY MARKET PORTFOLIOS
a Delaware Business Trust
TABLE OF CONTENTS
BY-LAWS
THE MONEY MARKET PORTFOLIOS
Page
ARTICLE I OFFICES . . . . . . . . . . . . . . . . . . . . 1
1. PRINCIPAL OFFICE . . . . . . . . . . . . . . . . . . 1
2. DELAWARE OFFICE . . . . . . . . . . . . . . . . . . . 1
3. OTHER OFFICES . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . 1
1. PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . 1
2. CALL OF MEETING . . . . . . . . . . . . . . . . . . . 1
3. NOTICE OF SHAREHOLDERS' MEETING . . . . . . . . . . . 1
4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. . . . . 2
5. ADJOURNED MEETING; NOTICE . . . . . . . . . . . . . . 2
6. VOTING . . . . . . . . . . . . . . . . . . . . . . . 3
7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. . 3
8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING . . . . . . . . . . . . . . . . . . . . . . . 3
9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND
GIVING CONSENTS . . . . . . . . . . . . . . . . . . . 4
10. PROXIES . . . . . . . . . . . . . . . . . . . . . . . 5
11. INSPECTORS OF ELECTION. . . . . . . . . . . . . . . . 5
ARTICLE III TRUSTEES . . . . . . . . . . . . . . . . . . . 6
1. POWERS . . . . . . . . . . . . . . . . . . . . . . . 6
2. NUMBER OF TRUSTEES . . . . . . . . . . . . . . . . . 6
3. VACANCIES . . . . . . . . . . . . . . . . . . . . . . 6
4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE . . . . . 7
5. REGULAR MEETINGS . . . . . . . . . . . . . . . . . . 7
6. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . 7
7. QUORUM . . . . . . . . . . . . . . . . . . . . . . . 7
8. WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . 8
9. ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . 8
10. NOTICE OF ADJOURNMENT . . . . . . . . . . . . . . . . 8
11. ACTION WITHOUT A MEETING . . . . . . . . . . . . . . 8
12. FEES AND COMPENSATION OF TRUSTEES . . . . . . . . . . 8
13. DELEGATION OF POWER TO OTHER TRUSTEES . . . . . . . . 8
ARTICLE IV COMMITTEES . . . . . . . . . . . . . . . . . . . 9
1. COMMITTEES OF TRUSTEES. . . . . . . . . . . . . . . . 9
2. MEETINGS AND ACTION OF COMMITTEES . . . . . . . . . . 9
ARTICLE V OFFICERS . . . . . . . . . . . . . . . . . . . . 10
1. OFFICERS . . . . . . . . . . . . . . . . . . . . . . 10
2. ELECTION OF OFFICERS . . . . . . . . . . . . . . . . 10
3. SUBORDINATE OFFICERS . . . . . . . . . . . . . . . . 10
4. REMOVAL AND RESIGNATION OF OFFICERS . . . . . . . . . 10
5. VACANCIES IN OFFICES . . . . . . . . . . . . . . . . 11
6. CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . 11
7. PRESIDENT . . . . . . . . . . . . . . . . . . . . . . 11
8. VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . 11
9. SECRETARY . . . . . . . . . . . . . . . . . . . . . . 11
10. TREASURER . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS . . . . . . . . . . . 12
1. AGENTS, PROCEEDINGS AND EXPENSES . . . . . . . . . . 12
2. ACTIONS OTHER THAN BY TRUST . . . . . . . . . . . . . 13
3. ACTIONS BY THE TRUST . . . . . . . . . . . . . . . . 13
4. EXCLUSION OF INDEMNIFICATION . . . . . . . . . . . . 13
5. SUCCESSFUL DEFENSE BY AGENT . . . . . . . . . . . . . 14
6. REQUIRED APPROVAL . . . . . . . . . . . . . . . . . . 14
7. ADVANCE OF EXPENSES . . . . . . . . . . . . . . . . . 15
8. OTHER CONTRACTUAL RIGHTS . . . . . . . . . . . . . . 15
9. LIMITATIONS . . . . . . . . . . . . . . . . . . . . . 15
10. INSURANCE . . . . . . . . . . . . . . . . . . . . . . 15
11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN . . . . . . . . 16
ARTICLE VII RECORDS AND REPORTS . . . . . . . . . . . . . 16
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER . . . . 16
2. MAINTENANCE AND INSPECTION OF BY-LAWS . . . . . . . . 16
3. MAINTENANCE AND INSPECTION OF OTHER RECORDS . . . . . 16
4. INSPECTION BY TRUSTEES . . . . . . . . . . . . . . . 16
5. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . 17
ARTICLE VIII GENERAL MATTERS . . . . . . . . . . . . . . . 17
1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS . . . . . . 17
2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED . . . . . . . 17
3. CERTIFICATES FOR SHARES . . . . . . . . . . . . . . . 17
4. LOST CERTIFICATES . . . . . . . . . . . . . . . . . . 18
5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY
TRUST . . . . . . . . . . . . . . . . . . . . . . . . 18
6. FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE IX AMENDMENTS . . . . . . . . . . . . . . . . 18
1. AMENDMENT BY SHAREHOLDERS . . . . . . . . . . . . . . 18
2. AMENDMENT BY TRUSTEES . . . . . . . . . . . . . . . . 19
3. INCORPORATION BY REFERENCE INTO AGREEMENT AND
DECLARATION OF TRUST OF THE TRUST . . . . . . . . . . 19
BY-LAWS
OF
THE MONEY MARKET PORTFOLIOS
A Delaware Business Trust
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The Board of Trustees shall fix and,
from time to time, may change the location of the principal executive office of
The Money Market Portfolios (the "Trust") at any place within or outside the
State of Delaware.
Section 2. DELAWARE OFFICE. The Board of Trustees shall establish a
registered office in the State of Delaware and shall appoint as the Trust's
registered agent for service of process in the State of Delaware an individual
resident of the State of Delaware or a Delaware corporation or a foreign
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust.
Section 3. OTHER OFFICES. The Board of Trustees may at any time
establish branch or subordinate offices at any place or places where the Trust
intends to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
at any place designated by the Board of Trustees. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Trust.
Section 2. CALL OF MEETING. A meeting of the shareholders may be
called at any time by the Board of Trustees or by the Chairman of the Board or
by the President.
Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings
of shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy-five (75) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which Trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election.
If action is proposed to be taken at any meeting for approval of (i)
a contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Agreement and Declaration of Trust of the
Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of
the Trust, the notice shall also state the general nature of that proposal.
Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting of shareholders shall be given either personally or by first-class
mail or telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of that shareholder appearing on the books of
the Trust or its transfer agent or given by the shareholder to the Trust for the
purpose of notice. If no such address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the Trust's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the Trust is returned to the Trust by the
United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the Trust for a period of one
year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of
any shareholder's meeting shall be executed by the Secretary, Assistant
Secretary or any transfer agent of the Trust giving the notice and shall be
filed and maintained in the minute book of the Trust.
Section 5. ADJOURNED MEETING; NOTICE. Any shareholder's meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy.
When any meeting of the shareholders is adjourned to another time or
place, notice need not be given of the adjourned meeting at which the
adjournment is taken, unless a new record date of the adjourned meeting is fixed
or unless the adjournment is for more than sixty (60) days from the date set for
the original meeting, in which case the Board of Trustees shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
Section 6. VOTING. The shareholders entitled to vote at any meeting
of shareholders shall be determined in accordance with the provisions of the
Agreement and Declaration of Trust of the Trust, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for Trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of Trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.
Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders.
Attendance by a person at a meeting shall also constitute a waiver
of notice of that meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if that objection is expressly made at the beginning
of the meeting.
Section 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote on that
action were present and voted. All such consents shall be filed with the
Secretary of the Trust and shall be maintained in the Trust's records. Any
shareholder giving a written consent or the shareholder's proxy holders or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holders may revoke the consent by a writing received by
the Secretary of the Trust before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II. In the
case of approval of (i) contracts or transactions in which a Trustee has a
direct or indirect financial interest, (ii) indemnification of agents of the
Trust, and (iii) a reorganization of the Trust, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.
Section 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to action without a meeting, the
Board of Trustees may fix in advance a record date which shall not be more than
ninety (90) days nor less than seven (7) days before the date of any such
meeting as provided in the Agreement and Declaration of Trust of the Trust.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at
the close of business on the business day next preceding the
day on which notice is given or if notice is waived, at the
close of business on the business day next preceding the day
on which the meeting is held.
(b) The record date for determining shareholders
entitled to give consent to action in writing without a
meeting, (i) when no prior action by the Board of Trustees has
been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board of
Trustees has been taken, shall be at the close of business on
the day on which the Board of Trustees adopt the resolution
relating to that action or the seventy-fifth day before the
date of such other action, whichever is later.
Section 10. PROXIES. Every person entitled to vote for Trustees or
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Trust. A proxy shall be deemed signed if the shareholder's
name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy by a writing
delivered to the Trust stating that the proxy is revoked or by a subsequent
proxy executed by or attendance at the meeting and voting in person by the
person executing that proxy; or (ii) written notice of the death or incapacity
of the maker of that proxy is received by the Trust before the vote pursuant to
that proxy is counted; provided however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy unless otherwise
provided in the proxy.
Section 11. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Trustees may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so appointed, the chairman of the meeting may
and on the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the Chairman of the meeting may and on the
request of any shareholder or a shareholder's proxy, shall appoint a person to
fill the vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and
effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.
ARTICLE III
TRUSTEES
Section 1. POWERS. Subject to the applicable provisions of the
Agreement and Declaration of Trust of the Trust and these By-Laws relating to
action required to be approved by the shareholders or by the outstanding shares,
the business and affairs of the Trust shall be managed and all powers shall be
exercised by or under the direction of the Board of Trustees.
Section 2. NUMBER OF TRUSTEES. The exact number of Trustees within
the limits specified in the Agreement and Declaration of Trust of the Trust
shall be fixed from time to time by a written instrument signed or a resolution
approved at a duly constituted meeting by a majority of the Board of Trustees.
Section 3. VACANCIES Vacancies on the Board of Trustees may be
filled by a majority of the remaining Trustees, though less than a quorum, or by
a sole remaining Trustee, unless the Board of Trustees calls a meeting of
shareholders for the purposes of electing Trustees. In the event that at any
time less than a majority of the Trustees holding office at that time were so
elected by the holders of the outstanding voting securities of the Trust, the
Board of Trustees shall forthwith cause to be held as promptly as possible, and
in any event within sixty (60) days, a meeting of such holders for the purpose
of electing Trustees to fill any existing vacancies on the Board of Trustees,
unless such period is extended by order of the United States Securities and
Exchange Commission.
Notwithstanding the above, whenever and for so long as the Trust is a
participant in or otherwise has in effect a Plan under which the Trust may be
deemed to bear expenses of distributing its shares as that practice is described
in Rule 12b-1 under the Investment Company Act of 1940, then the selection and
nomination of the Trustees who are not interested persons of the Trust (as that
term is defined in the Investment Company Act of 1940) shall be, and is,
committed to the discretion of such disinterested Trustees.
Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Trustees may be held at any place that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the Trust.
Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and all such Trustees shall be deemed to be present in
person at the meeting.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Trustees shall be held without call at such time as shall from time to time be
fixed by the Board of Trustees. Such regular meetings may be held without
notice.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Trustees for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or any Vice President or the Secretary or any two
(2) Trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail or
telegram, charges prepaid, addressed to each Trustee at that Trustee's address
as it is shown on the records of the Trust. In case the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. In case the notice is delivered
personally or by telephone or to the telegraph company or by express mail or
similar service, it shall be given at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the Trustee or to a person at the office
of the Trustee who the person giving the notice has reason to believe will
promptly communicate it to the Trustee. The notice need not specify the purpose
of the meeting or the place if the meeting is to be held at the principal
executive office of the Trust.
Section 7. QUORUM. A majority of the authorized number of Trustees shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Agreement and Declaration of Trust of the Trust. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Trustees if any action taken is approved by at
least a majority of the required quorum for that meeting.
Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given to any
Trustee who either before or after the meeting signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes. The waiver of
notice or consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the records of the Trust or made a
part of the minutes of the meeting. Notice of a meeting shall also be deemed
given to any Trustee who attends the meeting without protesting before or at its
commencement the lack of notice to that Trustee.
Section 9. ADJOURNMENT. A majority of the Trustees present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.
Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting in the manner specified
in Section 7 of this Article III to the Trustees who were present at the time of
the adjournment.
Section 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Trustees may be taken without a meeting if
a majority of the members of the Board of Trustees shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a majority vote of the Board of
Trustees. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board of Trustees.
Section 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members
of committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.
Section 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees under this Agreement and Declaration of Trust of the Trust except as
otherwise expressly provided herein or by resolution of the Board of Trustees.
Except where applicable law may require a Trustee to be present in person, a
Trustee represented by another Trustee pursuant to such power of attorney shall
be deemed to be present for purposes of establishing a quorum and satisfying the
required majority vote.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF TRUSTEES. The Board of Trustees may by
resolution adopted by a majority of the authorized number of Trustees designate
one or more committees, each consisting of two (2) or more Trustees, to serve at
the pleasure of the Board. The Board may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee to the extent provided in the resolution
of the Board, shall have the authority of the Board, except with respect to:
(a) the approval of any action which under applicable law also
requires shareholders' approval or approval of the outstanding
shares, or requires approval by a majority of the entire Board
or certain members of said Board;
(b) the filling of vacancies on the Board of Trustees or in any
committee;
(c) the fixing of compensation of the Trustees for serving on the
Board of Trustees or on any committee;
(d) the amendment or repeal of the Agreement and Declaration of
Trust of the Trust or of the By-Laws or the adoption of new
By-Laws;
(e) the amendment or repeal of any resolution of the Board of
Trustees which by its express terms is not so amendable or
repealable;
(f) a distribution to the shareholders of the Trust, except at a
rate or in a periodic amount or within a designated range
determined by the Board of Trustees; or
(g) the appointment of any other committees of the Board of
Trustees or the members of these committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Board of Trustees and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Trustees or by
resolution of the committee. Special meetings of committees may also be called
by resolution of the Board of Trustees. Alternate members shall be given notice
of meetings of committees and shall have the right to attend all meetings of
committees. The Board of Trustees may adopt rules for the governance of any
committee not inconsistent with the provisions of these By-Laws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Trust shall be a President,
a Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the Trust, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the Board of Trustees, and
each shall serve at the pleasure of the Board of Trustees, subject to the
rights, if any, of an officer under any contract of employment.
Section 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint
and may empower the President to appoint such other officers as the business of
the Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Trustees at any
regular or special meeting of the Board of Trustees or by the principal
executive officer or by such other officer upon whom such power of removal may
be conferred by the Board of Trustees.
Any officer may resign at any time by giving written notice to the Trust. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The President may make temporary appointments to a vacant office pending action
by the Board of Trustees.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an Officer is elected, shall if present preside at meetings of the Board of
Trustees, shall be the Chief Executive Officer of the Trust and shall, subject
to the control of the Board of Trustees, have general supervision, direction and
control of the business and the Officers of the Trust and exercise and perform
such other powers and duties as may be from time to time assigned to him by the
Board of Trustees or prescribed by the By-Laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Trustees to the Chairman of the Board, if there be
such an officer, the President shall be the chief operating officer of the Trust
and shall, subject to the control of the Board of Trustees and the Chairman,
have general supervision, direction and control of the business and the officers
of the Trust. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board or if there be none, at all meetings of the
Board of Trustees. He shall have the general powers and duties of management
usually vested in the office of President of a corporation and shall have such
other powers and duties as may be prescribed by the Board of Trustees or these
By-Laws.
Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Trustees or if not ranked, the Executive Vice President (who shall be
considered first ranked) and such other Vice Presidents as shall be designated
by the Board of Trustees, shall perform all the duties of the President and when
so acting shall have all powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Trustees or the President or the Chairman of the Board or by these
By-Laws.
Section 9. SECRETARY. The Secretary shall keep or cause to be kept at the
principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.
The Secretary shall keep or cause to be kept at the principal
executive office of the Trust or at the office of the Trust's transfer agent or
registrar, a share register or a duplicate share register showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same and the number and
date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings
of the shareholders and of the Board of Trustees required to be given by these
By-Laws or by applicable law and shall have such other powers and perform such
other duties as may be prescribed by the Board of Trustees or by these By-Laws.
Section 10. TREASURER. The Treasurer shall be the chief financial
officer and chief accounting officer of the Trust and shall keep and maintain or
cause to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any Trustee.
The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Trust with such depositaries as may be designated
by the Board of Trustees. He shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to the President and Trustees,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the Trust and shall have
other powers and perform such other duties as may be prescribed by the Board of
Trustees or these By-Laws.
ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify
any person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his official
capacity as a Trustee of the Trust, that his conduct was in the Trust's best
interests and (b) in all other cases, that his conduct was at least not opposed
to the Trust's best interests and (c) in the case of a criminal proceeding, that
he had no reasonable cause to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of this Trust or that the
person had reasonable cause to believe that the person's conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of this Trust to
procure a judgment in its favor by reason of the fact that that person is or was
an agent of this Trust, against expenses actually and reasonably incurred by
that person in connection with the defense or settlement of that action if that
person acted in good faith, in a manner that person believed to be in the best
interests of this Trust and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under similar
circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any
provision to the contrary contained herein, there shall be no right to
indemnification for any liability arising by reason of willful misfeasance, bad
faith, gross negligence, or the reckless disregard of the duties involved in the
conduct of the agent's office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this
Article:
(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis
that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken in
the person's official capacity; or
(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to this Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by
reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine; or
(c) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court
approval, or of expenses incurred in defending a threatened
or pending action which is settled or otherwise disposed of
without court approval, unless the required approval set
forth in Section 6 of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent
of this Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party Trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of
this Article, any indemnification under this Article shall be made by this Trust
only if authorized in the specific case on a determination that indemnification
of the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of Trustees who are
not parties to the proceeding and are not interested persons
of the Trust (as defined in the Investment Company Act of
1940); or
(b) A written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding (a) receipt of a written affirmation by the Trustee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this Article and a written undertaking by or on behalf of the agent, such
undertaking being an unlimited general obligation to repay the amount of the
advance if it is ultimately determined that he has not met those requirements,
and (b) a determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be made in
the manner specified in Section 6 of this Article for determining that the
indemnification is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this
Article shall affect any right to indemnification to which persons other than
Trustees and officers of this Trust or any subsidiary hereof, may be entitled by
contract or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears:
(a) That it would be inconsistent with a provision of the
Agreement and Declaration of Trust of the Trust, a resolution
of the shareholders, or an agreement in effect at the time of
accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits
indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by
the Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does
not apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust
shall keep at its principal executive office or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Trustees, a record of its shareholders, giving the names and
addresses of all shareholders and the number and series of shares held by each
shareholder.
Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall
keep at its principal executive office the original or a copy of these By-Laws
as amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The
accounting books and records and minutes of proceedings of the shareholders and
the Board of Trustees and any committee or committees of the Board of Trustees
shall be kept at such place or places designated by the Board of Trustees or in
the absence of such designation, at the principal executive office of the Trust.
The minutes shall be kept in written form and the accounting books and records
shall be kept either in written form or in any other form capable of being
converted into written form. The minutes and accounting books and records shall
be open to inspection upon the written demand of any shareholder or holder of a
voting trust certificate at any reasonable time during usual business hours for
a purpose reasonably related to the holder's interests as a shareholder or as
the holder of a voting trust certificate. The inspection may be made in person
or by an agent or attorney and shall include the right to copy and make
extracts.
Section 4. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.
Section 5. FINANCIAL STATEMENTS. A copy of any financial statements
and any income statement of the Trust for each quarterly period of each fiscal
year and accompanying balance sheet of the Trust as of the end of each such
period that has been prepared by the Trust shall be kept on file in the
principal executive office of the Trust for at least twelve (12) months and each
such statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.
The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the Trust or the certificate of an authorized officer of
the Trust that the financial statements were prepared without audit from the
books and records of the Trust.
ARTICLE VIII
GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.
Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Trust and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Board of Trustees or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
Section 3. CERTIFICATES FOR SHARES. A certificate or certificates
for shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the Chairman of the Board or the
President or Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or any Assistant Secretary, certifying the number of shares and
the series of shares owned by the shareholders. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the Trust with the same
effect as if that person were an officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing, the Trust may adopt and use a
system of issuance, recordation and transfer of its shares by electronic or
other means.
Section 4. LOST CERTIFICATES. Except as provided in this Section 4,
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the Trust and cancelled at the same time.
The Board of Trustees may in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the Board of Trustees
may require, including a provision for indemnification of the Trust secured by a
bond or other adequate security sufficient to protect the Trust against any
claim that may be made against it, including any expense or liability on account
of the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.
Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The Chairman of the Board, the President or any Vice President or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote or represent on behalf of
the Trust any and all shares of any corporation, partnership, trusts, or other
entities, foreign or domestic, standing in the name of the Trust. The authority
granted may be exercised in person or by a proxy duly executed by such
designated person.
Section 6. FISCAL YEAR. The fiscal year of the Trust shall be fixed
and refixed or changed from time to time by resolution of the Trustees. The
fiscal year of the Trust shall be the taxable year of each Series of the Trust.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended
or repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote, except as otherwise provided by applicable
law or by the Agreement and Declaration of Trust of the Trust or these By-Laws.
Section 2. AMENDMENT BY TRUSTEES. Subject to the right of
shareholders as provided in Section 1 of this Article to adopt, amend or repeal
By-Laws, and except as otherwise provided by applicable law or by the Agreement
and Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or
repealed by the Board of Trustees.
Section 3. INCORPORATION BY REFERENCE INTO AGREEMENT AND DECLARATION
OF TRUST OF THE TRUST. These By-Laws and any amendments thereto shall be
incorporated by reference into the Agreement and Declaration of Trust of the
Trust.
THE MONEY MARKET PORTFOLIOS
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made between THE MONEY MARKET PORTFOLIOS, a
Delaware business trust, hereinafter called the "Trust", and FRANKLIN ADVISERS,
INC., a California corporation, hereinafter called the "Manager."
WHEREAS, the Trust has been organized and intends to operate as an
investment company registered under the Investment Company Act of 1940 (the
"1940 Act") for the purpose of investing and reinvesting its assets in
securities, as set forth in its Agreement and Declaration of Trust, its By-Laws
and its Registration Statements under the 1940 Act and the Securities Act of
1933, all as heretofore and hereafter amended and supplemented; and the Trust
desires to avail itself of the services, information, advice, assistance and
facilities of an investment manager and to have an investment manager perform
various management, statistical, research, investment advisory and other
services for THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO, THE MONEY
MARKET PORTFOLIO and for funds hereafter organized as separate series of the
Trust (the "Funds"); and,
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, is engaged in the business of rendering
management, investment advisory, counselling and supervisory services to
investment companies and other investment counselling clients, and desires to
provide these services to the Funds.
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is mutually agreed as follows:
l. Employment of the Manager. The Trust hereby employs the Manager to
manage the investment and reinvestment of the Funds' assets and to administer
its affairs, subject to the direction of the Board of Trustees and the officers
of the Trust, for the period and on the terms hereinafter set forth. The Manager
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth for the compensation
herein provided. The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for or represent the
Funds in any way or otherwise be deemed an agent of the Funds or the Trust.
2. Obligations of and Services to be Provided by the Manager. The
Manager undertakes to provide the services hereinafter set forth and to
assume the following obligations:
A. Administrative Services. The Manager shall furnish to the Funds
adequate (i) office space, which may be space within the offices of the Manager
or in such other place as may be agreed upon from time to time, (ii) office
furnishings, facilities and equipment as may be reasonably required for managing
the affairs and conducting the business of the Funds, including conducting
correspondence and other communications with the shareholders of the Funds,
maintaining all internal bookkeeping, accounting and auditing services and
records in connection with the Funds' investment and business activities. The
Manager shall employ or provide and compensate the executive, secretarial and
clerical personnel necessary to provide such services. The Manager shall also
compensate all officers and employees of the Trust who are officers or employees
of the Manager or its affiliates.
B. Investment Management Services.
(a) The Manager shall manage the Funds' assets subject to
and in accordance with the respective investment objectives and policies of the
Funds and any directions which the Trust's Board of Trustees may issue from time
to time. In pursuance of the foregoing, the Manager shall make all
determinations with respect to the investment of the Funds' assets and the
purchase and sale of their investment securities, and shall take such steps as
may be necessary to implement the same. Such determinations and services shall
include determining the manner in which any voting rights, rights to consent to
corporate action and any other rights pertaining to the Funds' investment
securities shall be exercised. The Manager shall render or cause to be rendered
regular reports to the Trust, at regular meetings of its Board of Trustees and
at such other times as may be reasonably requested by the Trust's Board of
Trustees, of (i) the decisions made with respect to the investment of the Funds'
assets and the purchase and sale of their investment securities, (ii) the
reasons for such decisions and (iii) the extent to which those decisions have
been implemented.
(b) The Manager, subject to and in accordance with any
directions which the Trust's Board of Trustees may issue from time to time,
shall place, in the name of the Funds, orders for the execution of the Funds'
securities transactions. When placing such orders, the Manager shall seek to
obtain the best net price and execution for the Funds, but this requirement
shall not be deemed to obligate the Manager to place any order solely on the
basis of obtaining the lowest commission rate if the other standards set forth
in this section have been satisfied. The parties recognize that there are likely
to be many cases in which different brokers are equally able to provide such
best price and execution and that, in selecting among such brokers with respect
to particular trades, it is desirable to choose those brokers who furnish
research, statistical, quotations and other information to the Funds and the
Manager in accordance with the standards set forth below. Moreover, to the
extent that it continues to be lawful to do so and so long as the Board of
Trustees determines that the Funds will benefit, directly or indirectly, by
doing so, the Manager may place orders with a broker who charges a commission
for that transaction which is in excess of the amount of commission that another
broker would have charged for effecting that transaction, provided that the
excess commission is reasonable in relation to the value of "brokerage and
research services" (as defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) provided by that broker.
Accordingly, the Trust and the Manager agree that the
Manager shall select brokers for the execution of the Funds' transactions from
among:
(i) Those brokers and dealers who provide quotations and
other services to the Funds, specifically including the
quotations necessary to determine the Funds' net assets, in
such amount of total brokerage as may reasonably be required
in light of such services; and
(ii) Those brokers and dealers who supply research,
statistical and other data to the Manager or its affiliates
which the Manager or its affiliates may lawfully and
appropriately use in their investment advisory capacities,
which relate directly to securities, actual or potential, of
the Funds, or which place the Manager in a better position
to make decisions in connection with the management of the
Funds' assets and securities, whether or not such data may
also be useful to the Manager and its affiliates in managing
other portfolios or advising other clients, in such amount
of total brokerage as may reasonably be required. Provided
that the Trust's officers are satisfied that the best
execution is obtained, the sale of shares of the Funds may
also be considered as a factor in the selection of
broker-dealers to execute the Funds' portfolio transactions.
(c) When the Manager has determined that any of the Funds
should tender securities pursuant to a "tender offer solicitation," Franklin
Distributors, Inc. ("Distributors") shall be designated as the "tendering
dealer" so long as it is legally permitted to act in such capacity under the
federal securities laws and rules thereunder and the rules of any securities
exchange or association of which Distributors may be a member. Neither the
Manager nor Distributors shall be obligated to make any additional commitments
of capital, expense or personnel beyond that already committed (other than
normal periodic fees or payments necessary to maintain its corporate existence
and membership in the National Association of Securities Dealers, Inc.) as of
the date of this Agreement. This Agreement shall not obligate the Manager or
Distributors (i) to act pursuant to the foregoing requirement under any
circumstances in which they might reasonably believe that liability might be
imposed upon them as a result of so acting, or (ii) to institute legal or other
proceedings to collect fees which may be considered to be due from others to it
as a result of such a tender, unless the applicable Fund shall enter into an
agreement with the Manager and/or Distributors to reimburse them for all such
expenses connected with attempting to collect such fees, including legal fees
and expenses and that portion of the compensation due to their employees which
is attributable to the time involved in attempting to collect such fees.
(d) The Manager shall render regular reports to the Trust,
not more frequently than quarterly, of how much total brokerage business has
been placed by the Manager with brokers falling into each of the categories
referred to above and the manner in which the allocation has been accomplished.
(e) The Manager agrees that no investment decision will be
made or influenced by a desire to provide brokerage for allocation in accordance
with the foregoing, and that the right to make such allocation of brokerage
shall not interfere with the Manager's paramount duty to obtain the best net
price and execution for the Funds.
C. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials. The Manager, its
officers and employees will make available and provide accounting and
statistical information required by the Funds in the preparation of registration
statements, reports and other documents required by federal and state securities
laws and with such information as the Funds may reasonably request for use in
the preparation of such documents or of other materials necessary or helpful for
the underwriting and distribution of the Funds' shares.
D. Other Obligations and Services. The Manager shall make its
officers and employees available to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the administration and
management of the Funds and their investment activities.
3. Expenses of the Funds. It is understood that the Funds will pay all of
their own expenses other than those expressly assumed by the Manager herein,
which expenses payable by the Funds shall include:
A. Fees and expenses paid to the Manager as provided herein;
B. Expenses of all audits by independent public accountants;
C. Expenses of transfer agent, registrar, custodian, dividend
disbursing agent and shareholder record-keeping services, including the
expenses of issue, repurchase or redemption of their shares;
D. Expenses of obtaining quotations for calculating the value
of the Funds' net assets;
E. Salaries and other compensations of executive officers of
the Trust who are not officers, directors, stockholders or employees of the
Manager or its affiliates;
F. Taxes levied against the Funds;
G. Brokerage fees and commissions in connection with the
purchase and sale of securities for the Funds;.
H. Costs, including the interest expense, of borrowing
money;
I. Costs incident to meetings of Board of Trustees and
shareholders of the Funds, reports to the Funds' shareholders, the filing
of reports with regulatory bodies and the maintenance of the Funds' and the
Trust's legal existence;
J. Legal fees, including the legal fees related to the
registration and continued qualification of the Funds' shares for sale;
K. Trustees' fees and expenses to trustees who are not
directors, officers, employees or stockholders of the Manager or any of its
affiliates;
L. Costs and expense of registering and maintaining the
registration of the Funds and their shares under federal and any applicable
state laws; including the printing and mailing of prospectuses to their
shareholders;
M. Trade association dues; and
N. The Funds' pro rata portion of fidelity bond, errors and
omissions, and trustees and officer liability insurance premiums.
4. Compensation of the Manager. Each Fund shall pay a management fee in
cash to the Manager based upon a percentage of the value of the respective
Fund's net assets, calculated as set forth below, as compensation for the
services rendered and obligations assumed by the Manager, during the preceding
month, on the first business day of the month in each year.
A. For purposes of calculating such fee, the value of the net assets
of a Fund shall be the average daily net assets during the month for which the
payment is made, determined in the same manner as that Fund uses to compute the
value of its net assets in connection with the determination of the net asset
value of its shares, all as set forth more fully in the Trust's current
prospectus and statement of additional information. The rate of the management
fee payable by each of the Funds shall be calculated daily at a rate of .15 of
1% of the value of its net assets.
B. The Management fee payable by any of the Funds shall be reduced
or eliminated to the extent that Distributors has actually received cash
payments of tender offer solicitation fees less certain costs and expenses
incurred in connection therewith as set forth in paragraph 2.B.(c) of this
Agreement. The Manager may, from time to time, voluntarily reduce or waive any
management fee due to it hereunder.
C. To the extent that the gross operating costs and expenses of the
Funds (excluding any interest, taxes, brokerage, commissions, amortization of
organization expense, expenses under the Distribution Plan, and with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirements of the states in which shares of the Funds are qualified
for sale, the Manager shall reduce its fees by the amount of such excess.
5. Activities of the Manager. The services of the Manager to the Funds
hereunder are not to be deemed exclusive, and the Manager and any of its
affiliates shall be free to render similar services to others. Subject to and in
accordance with the Agreement and Declaration of Trust and By-Laws of the Trust
and Section 10(a) of the 1940 Act, it is understood that trustees, officers,
agents and shareholders of the Trust are or may be interested in the Manager or
its affiliates as directors, officers, agents or stockholders; that directors,
officers, agents or stockholders of the Manager or its affiliates are or may be
interested in the Trust as trustees, officers, agents, shareholders or
otherwise; that the Manager or its affiliates may be interested in the Funds as
shareholders or otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.
6. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or duties hereunder on the part
of the Manager, the Manager shall not be subject to liability to the Trust or to
the Funds or to any shareholder of the Funds for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security by any of
the Funds.
B. Notwithstanding the foregoing, the Manager agrees to reimburse
the Trust for any and all costs, expenses, and counsel and trustees' fees
reasonably incurred by the Trust in the preparation, printing and distribution
of proxy statements, amendments to its Registration Statement, holdings of
meetings of its shareholders or trustees, the conduct of factual investigations,
any legal or administrative proceedings (including any applications for
exemptions or determinations by the Securities and Exchange Commission) which
the Trust incurs as the result of action or inaction of the Manager or any of
its affiliates or any of their officers, directors, employees or stockholders
where the action or inaction necessitating such expenditures (i) is directly or
indirectly related to any transactions or proposed transaction in the stock or
control of the Manager or its affiliates (or litigation related to any pending
or proposed or future transaction in such shares or control) which shall have
been undertaken without the prior, express approval of the Trust's Board of
Trustees; or, (ii) is within the control of the Manager or any of its affiliates
or any of their officers, directors, employees or stockholders. The Manager
shall not be obligated pursuant to the provisions of this Subparagraph 6(B), to
reimburse the Trust for any expenditures related to the institution of an
administrative proceeding or civil litigation by the Trust or a shareholder
seeking to recover all or a portion of the proceeds derived by any stockholder
of the Manager or any of its affiliates from the sale of his shares of the
Manager, or similar matters. So long as this Agreement is in effect, the Manager
shall pay to the Trust the amount due for expenses subject to this Subparagraph
6(B) within 30 days after a bill or statement has been received by the Manager
therefor. This provision shall not be deemed to be a waiver of any claim the
Trust may have or may assert against the Manager or others for costs, expenses
or damages heretofore incurred by the Trust or for costs, expenses or damages
the Trust may hereafter incur which are not reimbursable to it hereunder.
C. No provision of this Agreement shall be construed to protect any
trustee or officer of the Trust, or director or officer of the Manager, from
liability in violation of Sections 17(h) and (i) of the 1940 Act.
7. Renewal and Termination.
A. This Agreement shall become effective on the date written below
and shall continue in effect for two (2) years thereafter, unless sooner
terminated as hereinafter provided and shall continue in effect thereafter as to
each Fund for periods not exceeding one (1) year so long as such continuation is
approved at least annually (i) by a vote of a majority of the outstanding voting
securities of each Fund or by a vote of the Board of Trustees of the Trust, and
(ii) by a vote of a majority of the Trustees of the Trust who are not parties to
the Agreement (other than as Trustees of the Trust), cast in person at a meeting
called for the purpose of voting on the Agreement.
B. This Agreement:
(i) may at any time be terminated with respect to any of the
Funds without the payment of any penalty either by vote of the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting securities of
the Fund seeking to terminate the Agreement, on 30 days' written notice to the
Manager;
(ii) shall immediately terminate with respect to the
Funds in the event of its assignment; and
(iii) may be terminated by the Manager with respect to the
Funds on 60 days' written notice to the applicable Fund.
C. As used in this Paragraph the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the meanings set forth for any such terms in the 1940 Act.
D. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the other party at
any office of such party.
8. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and effective on the 27th day of August, 1992.
THE MONEY MARKET PORTFOLIOS
By: /s/ Charles B. Johnson
FRANKLIN ADVISERS, INC.
By:/s/ Rupert H. Johnson, Jr.
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT ("Agreement") is made and entered into as of
July 22, 1992, by and between THE MONEY MARKET PORTFOLIOS, a Delaware business
trust (the "Trust"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
a banking association organized under the laws of the United States (the
"Custodian").
RECITALS
A. The Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act") that
invests and reinvests, on behalf of its series, in Domestic Securities and
Foreign Securities.
B. The Custodian is, and has represented to the Trust that the
Custodian is, a "bank" as that term is defined in Section 2(a)(5) of the
Investment Company Act of 1940, as amended and is eligible to receive and
maintain custody of investment company assets pursuant to Section 17(f) and Rule
17f-2 thereunder.
C. The Trust and the Custodian desire to provide for the retention
of the Custodian as a custodian of the assets of the Trust's two current series,
The Money Market Portfolio and The U.S. Government Securities Money Market
Portfolio, and such subsequent series as the parties hereto may determine from
time-to-time, on the terms and subject to the provisions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
Section 1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
respective meanings specified below:
"Agreement" shall mean this Custody Agreement.
"Board of Trustees" shall mean the Board of Trustees of the Trust.
"Business Day" with respect to any Domestic Security means any day,
other than a Saturday or Sunday, that is not a day on which banking institutions
are authorized or required by law to be closed in The City of New York and, with
respect to Foreign Securities, a London Business Day. "London Business Day"
shall mean any day on which dealings and deposits in U.S. dollars are transacted
in the London interbank market.
" Custodian" shall mean Bank of America National Trust and Savings
Association.
" Domestic Securities" shall have the meaning provided in Subsection
2.1 hereof.
"Executive Committee" shall mean the executive committee of the Board
of Trustees.
"Foreign Custodian" shall have the meaning provided in Section 4.1
hereof.
"Foreign Securities" shall have the meaning provided in Section 2.1
hereof.
"Foreign Securities Depository" shall have the meaning provided in
Section 4.1 hereof.
"Trust" shall mean the Franklin Strategic Mortgage Portfolio and any
separate series of the Trust hereinafter organized.
"Investment Company Act" shall mean the Investment Company Act of
1940, as amended.
"Securities" shall have the meaning provided in Section 2.1 hereof.
"Securities System" shall have the meaning provided in Section 3.1
hereof.
"Securities System Account" shall have the meaning provided in
Subsection 3.8(a) hereof.
"Shares" shall mean shares of beneficial interest of the Trust.
"Subcustodian" shall have the meaning provided in Subsection 3.7
hereof, but shall not include any Foreign Custodian.
"Transfer Agent" shall mean the duly appointed and acting transfer
agent for the Trust.
"Writing" shall mean a communication in writing, a communication by
telex, the Custodian's Global Custody Instruction SystemTM, facsimile
transmission, bankwire or other teleprocess or electronic instruction system
acceptable to the Custodian.
Section 2. APPOINTMENT OF CUSTODIAN: DELIVERY OF ASSETS
2.1 Appointment of Custodian. The Trust hereby appoints and designates
the Custodian as a custodian of the assets of the Trust including cash,
securities the Trust desires to be held within the United States ("Domestic
Securities") and securities it desires to be held outside the United States
("Foreign Securities"). Domestic Securities and Foreign Securities are sometimes
referred to herein, collectively, as "Securities." The Custodian hereby accepts
such appointment and designation and agrees that it shall maintain custody of
the assets of the Trust delivered to it hereunder in the manner provided for
herein.
2.2 Delivery of Assets. The Trust agrees to deliver to the Custodian
Securities and cash owned by the Trust, payments of income, principal or capital
distributions received by the Trust with respect to Securities owned by the
Trust from time to time, and the consideration received by it for such Shares or
other securities of the Trust as may be issued and sold from time to time. The
Custodian shall have no responsibility whatsoever for any property or assets of
the Trust held or received by the Trust and not delivered to the Custodian
pursuant to and in accordance with the terms hereof. All Securities accepted by
the Custodian on behalf of the Trust under the terms of this Agreement shall be
in "street name" or other good delivery form as determined by the Custodian.
2.3 Subcustodians. Upon receipt of Proper Instructions and a
certified copy of a resolution of the Board of Trustees or of the Executive
Committee certified by the Secretary or an Assistant Secretary of the Trust, the
Custodian may from time to time appoint one or more Subcustodians or Foreign
Custodians to hold assets of the Trust in accordance with the provisions of this
Agreement.
2.4 No Duty. to Manage. The Custodian, a Subcustodian or a Foreign
Custodian shall not have any duty or responsibility to manage or recommend
investments of the assets of the Trust held by them or to initiate any purchase,
sale or other investment transaction in the absence of Proper Instructions or
except as otherwise specifically provided herein.
Section 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE TRUST HELD
BY THE CUSTODIAN
3.1 Holding Securities. The Custodian shall hold and physically
segregate from any property owned by the Custodian, for the account of the
Trust, all non-cash property delivered by the Trust to the Custodian hereunder
other than Securities which, pursuant to Subsection 3.8 hereof, are held through
a registered clearing agency, a registered securities depository, the Federal
Reserve's book-entry securities system (referred to herein, individually, as a
"Securities System"), or held by a Subcustodian, Foreign Custodian or in a
Foreign Securities Depository.
3.2 Delivery of Securities. Except as otherwise provided in
Subsection 3.5 hereof, the Custodian, upon receipt of Proper Instructions,
shallrelease and deliver Securities owned by the Trust and held by the Custodian
in the following cases or as otherwise directed in Proper Instructions:
(a) except as otherwise provided herein, upon sale of such
Securities for the account of the Trust and receipt by the Custodian, a
Subcustodian or a Foreign Custodian of payment therefor;
(b) upon the receipt of payment by the Custodian, a
Subcustodian or a Foreign Custodian in connection with any repurchase agreement
related to such Securities entered into by the Trust;
(c) in the case of a sale effected through a Securities
System, in accordance with the provisions of Subsection 3.8 hereof;
(d) to a tender agent or other authorized agent in connection
with (i) a tender or other similar offer for Securities owned by the Trust, or
(ii) a tender offer or repurchase by the Trust of its own Shares;
(e) to the issuer thereof or its agent when such Securities
are called, redeemed, retired or otherwise become payable; provided, that in any
such case, the cash or other consideration is to be delivered to the Custodian,
a Subcustodian or a Foreign Custodian;
(f) to the issuer thereof, or its agent, for transfer into the
name or nominee name of the Trust, the name or nominee name of the Custodian,
the name or nominee name of any Subcustodian or Foreign Custodian; or for
exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided that,
in any such case, the new Securities are to be delivered to the Custodian, a
Subcustodian or Foreign Custodian;
(g) to the broker selling the same for examination in
accordance with the "street delivery" custom;
(h) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, or reorganization of the issuer of such
Securities, or pursuant to a conversion of such Securities; provided that, in
any such case, the new Securities and cash, if any, are to be delivered to the
Custodian or a Subcustodian;
(i) in the case of warrants, rights or similar securities, the
surrender thereof in connection with the exercise of such warrants, rights or
similar Securities or the surrender of interim receipts or temporary Securities
for definitive Securities; provided that, in any such case, the new Securities
and cash, if any, are to be delivered to the Custodian, a subcustodian or a
Foreign Custodian;
(j) for delivery in connection with any loans of Securities
made by the Trust, but only against receipt by the Custodian, a Subcustodian or
a Foreign Custodian of adequate collateral as determined by the Trust (and
identified in Proper Instructions communicated to the Custodian), which may be
in the form of cash or obligations issued by the United States government, its
agencies or instrumentalities, except that in connection with any loans for
which collateral is to be credited to the account of the Custodian, a
Subcustodian or a Foreign Custodian in the Federal Reserve's book-entry
securities system, the Custodian will not be held liable or responsible for the
delivery of Securities owned by the Trust prior to the receipt of such
collateral;
(k) for delivery as security in connection with any borrowings
by the Trust requiring a pledge of assets by the Trust, but only against receipt
by the Custodian, a Subcustodian or a Foreign Custodian of amounts borrowed;
(l) for delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, a Subcustodian or a Foreign Custodian
and a broker-dealer relating to compliance with the rules of registered clearing
corporations and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Trust;
(m) for delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, a Subcustodian or a Foreign Custodian
and a futures commission merchant, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Trust;
(n) upon the receipt of instructions from the Transfer Agent
for delivery to the Transfer Agent or to the holders of Shares in connection
with distributions in kind in satisfaction of requests by holders of Shares for
repurchase or redemption; and
(o) for any other proper purpose, but only upon receipt of
proper Instructions, and a certified copy of a resolution of the Trustees or of
the Executive Committee certified by the Secretary or an Assistant Secretary of
the Trust, specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom delivery of such securities
shall be made.
3.3 Registration of Securities. Securities held by the Custodian, a
Subcustodian or a Foreign Custodian (other than bearer Securities) shall be
registered in the name or nominee name of the Trust, in the name or nominee name
of the Custodian or in the name or nominee name of any Subcustodian or Foreign
Custodian. The Trust agrees to hold the Custodian, any such nominee,
Subcustodian or Foreign Custodian harmless from any liability as a holder of
record of such Securities.
3.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts for the Trust, subject only to draft or order by the
Custodian acting pursuant to the terms of this Agreement, and shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
hereunder from or for the account of the Trust, other than cash maintained by
the Trust in a bank account established and used in accordance with Rule 17f-3
under the Investment Company Act. Funds held by the Custodian for the Trust may
be deposited by it to its credit as Custodian in the banking departments of the
Custodian, a Subcustodian or a Foreign Custodian. It is understood and agreed by
the Custodian and the Trust that the rate of interest, if any, payable on such
funds (including foreign currency deposits) that are deposited with the
Custodian may not be a market rate of interest and that the rate of interest
payable by the Custodian to the Trust shall be agreed upon by the Custodian and
the Trust from time to time. Such funds shall be deposited by the Custodian in
its capacity as Custodian and shall be withdrawable by the Custodian only in
that capacity.
3.5 Collection of Income: Trade Settlement: Crediting of Accounts. The
Custodian shall collect income payable with respect to Securities owned by the
Trust, settle Securities trades for the account of the Trust and credit and
debit the Trust's account with the Custodian in connection therewith as follows:
(a) Upon receipt of Proper Instructions, the Custodian
shalleffect the purchase of a Security by charging the account of the Trust on
the contractual settlement date. The Custodian shall have no liability of any
kind to any person, including the Trust, if the Custodian effects payment on
behalf of the Trust as provided for herein or in Proper Instructions, and the
seller or selling broker fails to deliver the Securities purchased.
(b) Upon receipt of Proper Instructions, the Custodian shall
effect the sale of a Security by delivering a certificate or other indicia of
ownership, and shallcredit the account of the Trust with the proceeds of such
sale on the contractual settlement date. The Custodian shall have no liability
of any kind to any person, including the Trust, if the Custodian delivers such a
certificate(s) or other indicia of ownership as provided for herein or in Proper
Instructions, and the purchaser or purchasing broker fails to effect payment to
the Trust within a reasonable time period, as determined by the Custodian in its
sole discretion. In such event, the Custodian shall be entitled to reimbursement
of the amount so credited to the account of the Trust in connection with such
sale.
(c) The Trust is responsible for ensuring that the Custodian
receives timely and accurate Proper Instructions to enable the Custodian to
effect settlement of any purchase or sale. If the Custodian does not receive
such instructions within the required time period, the Custodian shall have no
liability of any kind to any person, including the Trust, for failing to effect
settlement on the contractual settlement date. However, the Custodian shall use
its best reasonable efforts to effect settlement as soon as possible after
receipt of Proper Instructions.
(d) The Custodian shall credit the account of the Trust with interest
income payable on interest bearing Securities on payable date. Interest income
on cash balances will be credited monthly to the account of the Trust on the
first Business Day (on which the Custodian is open for business) following the
end of each month. Dividends and other amounts payable with respect to Domestic
Securities and Foreign Securities shall be credited to the account of the Trust
when received by the Custodian. The Custodian shall not be required to commence
suit or collection proceedings or resort to any extraordinary means to collect
such income and other amounts payable with respect to Securities owned by the
Trust. The collection of income due the Trust on Domestic Securities loaned
pursuant to the provisions of Subsection 3.2(j) shall be the responsibility of
the Trust. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Trust with such information or data as may
be necessary to assist the Trust in arranging for the timely delivery to the
Custodian of the income to which the Trust is entitled. The Custodian shall have
no liability to any person, including the Trust, if the Custodian credits the
account of the Trust with such income or other amounts payable with respect to
Securities owned by the Trust (other than Securities loaned by the Trust
pursuant to Subsection 3.20) hereof) and the Custodian subsequently is unable to
collect such income or other amounts from the payors thereof within a reasonable
time period, as determined by the Custodian in its sole discretion. In such
event, the Custodian shall be entitled to reimbursement of the amount so
credited to the account of the Trust.
3.6 Payment of Trust Monies. Upon receipt of Proper Instructions the
Custodian shall pay out monies of the Trust in the following cases or as
otherwise directed in Proper Instructions:
(a) upon the purchase of Securities, futures contracts or
options on futures contracts for the account of the Trust but only, except as
otherwise provided herein, (i) against the delivery of such securities, or
evidence of title to futures contracts or options on futures contracts, to the
Custodian or a Subcustodian registered pursuant to Subsection 3.3 hereof or in
proper form for transfer; (ii) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in Subsection 3.8
hereof; or (iii) in the case of repurchase agreements entered into between the
Trust and the Custodian, another bank or a broker-dealer (A) against delivery of
the Securities either in certificated form to the Custodian or a Subcustodian or
through an entry crediting the Custodian's account at the appropriate Federal
Reserve Bank with such Securities or (B) against delivery of the confirmation
evidencing purchase by the Trust of Securities owned by the Custodian or such
broker-dealer or other bank along with written evidence of the agreement by the
Custodian or such broker-dealer or other bank to repurchase such Securities from
the Trust;
(b) in connection with conversion, exchange or surrender of
Securities owned by the Trust as set forth in Subsection 3.2 hereof;
(c) for the redemption or repurchase of Shares issued by the
Trust;
(d) for the payment of any expense or liability incurred by
the Trust, including but not limited to the following payments for the account
of the Trust: custodian fees, interest, taxes, management, accounting, transfer
agent and legal fees and operating expenses of the Trust whether or not such
expenses are to be in whole or part capitalized or treated as deferred expenses;
and
(e) for the payment of any dividends or distributions
declared by the Board of Trustees with respect to the Shares.
3.7 Appointment of Subcustodians. The Custodian may, upon receipt of
Proper Instructions, appoint another bank or trust company, which is itself
qualified under the Investment Company Act to act as a custodian (a
"Subcustodian"), as the agent of the Custodian to carry out such of the duties
of the Custodian hereunder as a Custodian may from time to time direct;
provided, however, that the appointment of any Subcustodian shall not relieve
the Custodian of its responsibilities or liabilities hereunder.
3.8 Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain Domestic Securities owned by the Trust in a Securities
System in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:
(a) the Custodian may hold Domestic Securities of the Trust in
the Depository Trust Company or the Federal Reserve's book entry system or, upon
receipt of Proper Instructions, in another Securities System provided that such
securities are held in an account of the Custodian in the Securities System
("Securities System Account") which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or otherwise for
customers;
(b) the records of the Custodian with respect to Domestic
Securities of the Trust which are maintained in a Securities System shall
identify by book-entry those Domestic Securities belonging to the Trust;
(c) the Custodian shall pay for Domestic Securities purchased
for the account of the Trust upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Securities System
Account, and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Trust. The Custodian
shall transfer Domestic Securities sold for the account of the Trust upon (A)
receipt of advice from the Securities System that payment for such securities
has been transferred to the Securities System Account, and (B) the making of an
entry on the records of the Custodian to reflect such transfer and payment for
the account of the Trust. Copies of all advices from the Securities System of
transfers of Domestic Securities for the account of the Trust shall be
maintained for the Trust by the Custodian and be provided to the Trust at its
request. Upon request, the Custodian shall furnish the Trust confirmation of
each transfer to or from the account of the Trust in the form of a written
advice or notice; and
(d) upon request, the Custodian shall provide the Trust with
any report obtained by the Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding domestic
securities deposited in the Securities System.
3.9 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts for and on
behalf of the Trust, into which account or accounts may be transferred cash
and/or Securities, including Securities maintained in an account by the
Custodian pursuant to Section 3.8 hereof, (i) in accordance with the provisions
of any agreement among the Trust, the Custodian and a broker-dealer or futures
commission merchant, relating to compliance with the rules of registered
clearing corporations and of any national securities exchange (or the Commodity
Futures Trading Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Trust, (ii) for purposes of segregating cash
or securities in connection with options purchased, sold or written by the Trust
or commodity futures contracts or options thereon purchased or sold by the Trust
and (iii) for other proper corporate purposes, but only, in the case of this
clause (iii), upon receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Board of Trustees or of the Executive Committee
certified by the Secretary or an Assistant Secretary, setting forth the purpose
or purposes of such segregated account and declaring such purposes to be proper
corporate purposes.
3.10 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of the Trust held by it and in connection with
transfers of such securities.
3.11 Proxies. The Custodian shall, with respect to the Securities
held hereunder, promptly deliver to the Trust all proxies, all proxy soliciting
materials and all notices relating to such Securities. If the Securities are
registered otherwise than in the name of the Trust or a nominee of the Trust,
the Custodian shall use its best reasonable efforts, consistent with applicable
law, to cause all proxies to be promptly executed by the registered holder of
such Securities in accordance with Proper Instructions.
3.12 Communications Relating to Trust Portfolio Securities. The
Custodian shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of Securities
and expirations of rights in connection therewith and notices of exercise of put
and call options written by the Trust and the maturity of futures contracts
purchased or sold by the Trust) received by the Custodian from issuers of
Securities being held for the Trust. With respect to tender or exchange offers,
the Custodian shall transmit promptly to the Trust all written information
received by the Custodian from issuers of the Securities whose tender or
exchange is sought and from the party (or its agents) making the tender or
exchange offer. If the Trust desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Trust shall notify
the Custodian at least three Business Days prior to the date of which the
Custodian is to take such action.
3.13 Reports by Custodian. Custodian shall each business day furnish
the Trust with a statement summarizing all transactions and entries for the
account of the Fund for the preceding day. At the end of every month Custodian
shall furnish the Trust with a list of the portfolio securities showing the
quantity of each issue owned, the cost of each issue and the market value of
each issue at the end of each month. Such monthly report shall also contain
separate listings of (a) unsettled trades and (b) when-issued securities.
Custodian shall furnish such other reports as may be mutually agreed upon from
time-to-time.
Section 4. CERTAIN DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE
TRUST HELD OUTSIDE THE UNITED STATES
4.1 Custody outside the United States. The Trust authorizes the
Custodian to hold Foreign Securities and cash in custody accounts which have
been established by the Custodian with (i) its foreign branches, (ii) foreign
banking institutions, foreign branches of United States banks and subsidiaries
of United States banks or bank holding companies (each a "Foreign Custodian")
and (iii) Foreign Securities depositories or clearing agencies (each a "Foreign
Securities Depository"); provided, however, that the Board of Trustees or the
Executive Committee has approved in advance the use of each such Foreign
Custodian and Foreign Securities Depository and the contract between the
Custodian and each Foreign Custodian and that such approval is set forth in
Proper Instructions and a certified copy of a resolution of the Board of
Trustees or of the Executive Committee certified by the Secretary or an
Assistant Secretary of the Trust. Unless expressly provided to the contrary in
this Section 4, custody of Foreign Securities and assets held outside the United
States by the Custodian, a Foreign Custodian or through a Foreign Securities
Depository shall be governed by Section 3 hereof.
4.2 Assets to be Held. The Custodian shall limit the securities and
other assets maintained in the custody of its foreign branches, Foreign
Custodians and Foreign Securities Depositories to: (i) "foreign securities", as
defined in paragraph (c) (1) of Rule 17f-5 under the Investment Company Act, and
(ii) cash and cash equivalents in such amounts as the Custodian or the Trust may
determine to be reasonably necessary to effect the Trust's Foreign Securities
transactions.
4.3 Foreign Securities Depositories. Except as may otherwise be
agreed upon in writing by the Custodian and the Trust, assets of the Trust shall
be maintained in Foreign Securities Depositories only through arrangements
implemented by the Custodian or Foreign Custodians pursuant to the terms hereof.
4.4 Segregation of Securities. The Custodian shall identify on its
books and records as belonging to the Trust, the Foreign Securities of the Trust
held by each Foreign Custodian.
4.5 Agreements with Foreign Custodians. Each agreement with a
Foreign Custodian shall provide generally that: (a) the Trust's assets will not
be subject to any right, charge, security interest, lien or claim of any kind in
favor of the Foreign Custodian or its creditors, except a claim of payment for
their safe custody or administration; (b) beneficial ownership for the Trust's
assets will be freely transferable without the payment of money or value other
than for custody or administration; (c) adequate records will be maintained
identifying the assets as belonging to the Trust; (d) the independent public
accountants for the Trust, will be given access to the records of the Foreign
Custodian relating to the assets of the Trust or confirmation of the contents of
those records; (e) the disposition of assets of the Trust held by the Foreign
Custodian will be subject only to the instructions of the Custodian or its
agents; (f) the Foreign Custodian shall indemnify and hold harmless the
Custodian and the Trust from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the Foreign Custodian's
performance of its obligations under such agreement; (g) to the extent
practicable, the Trust's assets will be adequately insured in the event of loss;
and (h) the Custodian will receive periodic reports with respect to the
safekeeping of the Trust's assets, including notification of any transfer to or
from the Trust's account.
4.6 Access of Independent Accountants of the Trust. Upon request of
the Trust, the Custodian will use its best reasonable efforts to arrange for the
independent accountants of the Trust to be afforded access to the books and
records of any Foreign Custodian insofar as such books and records relate to the
custody by any such Foreign Custodian of assets of the Trust.
4.7 Transactions in Foreign Custody Accounts. Upon receipt of Proper
Instructions, the Custodian shall instruct the appropriate Foreign Custodian to
transfer, exchange or deliver Foreign Securities owned by the Trust, but, except
to the extent explicitly provided herein, only in any of the cases specified in
Subsection 3.2. Upon receipt of Proper Instructions, the Custodian shall pay out
or instruct the appropriate Foreign Custodian to pay out monies of the Trust in
any of the cases specified in Subsection 3.6. Notwithstanding anything herein to
the contrary, settlement and payment for Foreign Securities received for the
account of the Trust and delivery of Foreign Securities maintained for the
account of the Trust may be effected in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such securities from such
purchaser or dealer. Foreign Securities maintained in the custody of a Foreign
Custodian may be maintained in the name of such entity or its nominee name to
the same extent as set forth in Section 3.3 of this Agreement and the Trust
agrees to hold any Foreign Custodian and its nominee harmless from any liability
as a holder of record of such securities.
4.8 Liability of Foreign Custodian. Each agreement between the
Custodian and a Foreign Custodian shall require the Foreign Custodian to
exercise reasonable care in the performance of its duties and to indemnify and
hold harmless the Custodian and the Trust from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with the
Foreign Custodian's performance of such obligations. At the election of the
Trust, it shall be entitled to be subrogated to the rights of the Custodian with
respect to any claims against a Foreign Custodian as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Trust has not been made whole for any such loss, damage, cost, expense,
liability or claim.
4.9 Monitoring Responsibilities.
(a) The Custodian will promptly inform the Trust in the event
that the Custodian learns of a material adverse change in the financial
condition of a Foreign Custodian or is notified by (i) a foreign banking
institution employed as a Foreign Custodian that there appears to be a
substantial likelihood that its shareholders' equity will decline below $200
million or that its shareholders' equity has declined below $200 million (in
each case computed in accordance with generally accepted United States
accounting principles) and denominated in U.S. dollars, or (ii) a subsidiary of
a United States bank or bank holding company acting as a Foreign Custodian that
there appears to be a substantial likelihood that its shareholders' equity will
decline below $100 million or that its shareholders' equity has declined below
$100 million (in each case computed in accordance with generally accepted United
States accounting principles) and denominated in U.S. dollars.
(b) The custodian will furnish such information as may be
reasonably necessary to assist the Trust's Board of Trustees in its annual
review and approval of the continuance of all contracts or arrangements with
Foreign Subcustodians.
Section 5. PROPER INSTRUCTIONS
As used in this Agreement, the term "Proper Instructions" means
instructions of the Trust received by the Custodian via telephone or in Writing
which the Custodian believes in good faith to have been given by Authorized
Persons (as defined below) or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Custodian may specify.
Any Proper Instructions delivered to the Custodian by telephone shall promptly
thereafter be confirmed in Writing by an Authorized Person, but the Trust will
hold the Custodian harmless for its failure to send such confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received or the Custodian's failure to produce such confirmation at
any subsequent time. Unless otherwise expressly provided, all Proper
Instructions shall continue in full force and effect until cancelled or
superseded. If the Custodian requires test arrangements, authentication methods
or other security devices to be used with respect to Proper Instructions, any
Proper Instructions given by the Trust thereafter shall be given and processed
in accordance with such terms and conditions for the use of such arrangements,
methods or devices as the Custodian may put into effect and modify from time to
time. The Trust shall safeguard any testkeys, identification codes or other
security devices which the Custodian shall make available to it. The Custodian
may electronically record any Proper Instructions given by telephone, and any
other telephone discussions, with respect to its activities hereunder. As used
in this Agreement, the term "Authorized Persons" means such officers or such
agents of the Trust as have been designated by a resolution of the Board of
trustees or of the Executive Committee, a certified copy of which has been
provided to the Custodian, to act on behalf of the Trust under this Agreement.
Each of such persons shallcontinue to be an Authorized Person until such time as
the Custodian receives Proper Instructions that any such officer or agent is no
longer an Authorized Person.
Section 6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from
the Trust:
(a) make payments to itself or others for minor expenses of
handling Securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the Trust;
(b) endorse for collection, in the name of the Trust, checks,
drafts and other negotiable instruments; and
(c) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and other
dealings with the Securities and property of the Trust except as otherwise
provided in Proper Instructions.
Section 7. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions
(conveyed by telephone or in Writing), notice, request, consent, certificate or
other instrument or paper believed by it to be genuine and to have been properly
given or executed by or on behalf of the Trust. The Custodian may receive and
accept a certified copy of a resolution of the Board of Trustees or Executive
Committee as conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any action by
the Board of Trustees or Executive Committee as described in such resolution,
and such resolution may be considered as in full force and effect until receipt
by the Custodian of written notice by an Authorized Person to the contrary.
Section 8. DUTY OF CUSTODIAN TO SUPPLY INFORMATION
The Custodian shall cooperate with and supply necessary information
in its possession (to the extent permissible under applicable law) to the entity
or entities appointed by the Board of Trustees to keep the books of account of
the Trust and/or compute the net asset value per Share of the outstanding Shares
of the Trust.
Section 9. RECORDS
The Custodian shall create and maintain all records relating to its
activities under this Agreement which are required with respect to such
activities under Section 31 of the Investment Company Act and Rules 31a-1 and
31a-2 thereunder. All such records shall be the property of the Trust and shall
at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Trust and
employees and agents of the Securities and Exchange Commission, The Custodian
shall, at the Trust's request, supply the Trust with a tabulation of Securities
owned by the Trust and held by the Custodian and shall, when requested to do so
by the Trust and for such compensation as shall be agreed upon between the Trust
and the Custodian, include certificate numbers in such tabulations.
Section 10. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Trust and the Custodian.
Section 11. RESPONSIBILITY OF CUSTODIAN
The Custodian shall be responsible for the performance of only such
duties as are set forth herein or contained in Proper Instructions and shall use
reasonable care in carrying out such duties. The Custodian shall be liable to
the Trust for any loss which shall occur as the result of the failure of a
Foreign Custodian or a Foreign Securities Depository engaged by such Foreign
Custodian or the Custodian to exercise reasonable care with respect to the
safekeeping of securities and other assets of the Trust to the same extent that
the Custodian would be liable to the Trust if the Custodian itself were holding
such securities and other assets. In the event of any loss to the Trust by
reason of the failure of the Custodian, a Foreign Custodian or a Foreign
Securities Depository engaged by such Foreign Custodian or the Custodian to
utilize reasonable care, the Custodian shall be liable to the Trust to the
extent of the Trust's damages, to be determined based on the market value of the
property which is the subject of the loss at the date of discovery of such loss
and without reference to any special conditions or circumstances. The Custodian
shall be held to the exercise of reasonable care in carrying out this Agreement.
The Trust agrees to indemnify and hold harmless the Custodian and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including legal fees and expenses) incurred by any of them in connection with
the performance of this Agreement, except such as may arise from any negligent
action, negligent failure to act or willful misconduct on the part of the
indemnified entity or any Foreign Custodian or Foreign Securities Depository.
The Custodian shallbe entitled to rely, and may act, on advice of counsel (who
may be counsel for the Trust) on all matters and shall be without 1/ability for
any action reasonably taken or omitted pursuant to such advice. The Custodian
need not maintain any insurance for the benefit of the Trust.
All collections of funds or other property paid or distributed in
respect of Securities held by the Custodian, agent, Subcustodian or Foreign
Custodian hereunder shall be made at the risk of the Trust. The Custodian shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any
payment, redemption or other transaction regarding securities in respect of
which the Custodian has agreed to take action as provided in Section 3 hereof.
The Custodian shall not be liable for any action taken in good faith upon Proper
Instructions or upon any certified copy of any resolution of the Board of
Trustees and may rely on the genuineness of any such documents which it may in
good faith believe to be validly executed. The Custodian shall not be liable for
any loss resulting from, or caused by, the direction of the Trust to maintain
custody of any Securities or cash in a foreign country including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, civil disturbance, acts of war or terrorism, insurrection,
revolution, nuclear fusion, fission or radiation or other similar occurrences or
events beyond the control of the Custodian. Finally, the Custodian shall not be
liable for any taxes, including interest and penalties with respect thereto,
that may be levied or assessed upon or in respect of any assets of the Trust
held by the Custodian.
Section 12. LIMITED LIABILITY OF THE TRUST
The Custodian acknowledges that it has received notice of and
accepts the limitations of the Trust's liability as set forth in its Agreement
and Declaration of Trust. The Custodian agrees that the Trust's obligation
hereunder shall be limited to the assets of the Trust, and that the Custodian
shall not seek satisfaction of any such obligation from the shareholders of the
Trust nor from any Trustee, officer, employee, or agent of the Trust.
Section 13. EFFECTIVE PERIOD; TERMINATION
This Agreement shall become effective as of the date of its
execution and shall continue in full force and effect until terminated as
hereinafter provided. This Agreement may be terminated by the Trust or the
Custodian by 60 days notice in Writing to the other provided that any
termination by the Trust shall be authorized by a resolution of the Board of
Trustees, a certified copy of which shall accompany such notice of termination,
and provided further, that such resolution shall specify the names of the
persons to whom the Custodian shall deliver the assets of the Trust held by it.
If notice of termination is given by the Custodian, the Trust shall, within 60
days following the giving of such notice, deliver to the Custodian a certified
copy of a resolution of the Board of Trustees specifying the names of the
persons to whom the Custodian shall deliver assets of the Trust held by it. In
either case the Custodian will deliver such assets to the persons so specified,
after deducting therefrom any amounts which the Custodian determines to be owed
to it hereunder (including all costs and expenses of delivery or transfer of
Trust assets to the persons so specified). If within 60 days following the
giving of a notice of termination by the Custodian, the Custodian does not
receive from the Trust a certified copy of a resolution of the Board of Trustees
specifying the names of the persons to whom the Custodian shall deliver the
assets of the Trust held by it, the Custodian, at its election, may deliver such
assets to a bank or trust company doing business in the State of California to
be held and disposed of pursuant to the provisions of this Agreement or may
continue to hold such assets until a certified copy of one or more resolutions
as aforesaid is delivered to the Custodian. The obligations of the parties
hereto regarding the use of reasonable care, indemnities and payment of fees and
expenses shall survive the termination of this Agreement.
Section 14. MISCELLANEOUS
14.1 Relationship. Nothing contained in this Agreement shall(i)
create any fiduciary, joint venture or partnership relationship between the
Custodian and the Trust or (ii) be construed as or constitute a prohibition
against the provision by the Custodian or any of its affiliates to the Trust of
investment banking, securities dealing or brokerages services or any other
banking or financial services.
14.2 Further Assurances. Each party hereto shall furnish to the
other party hereto such instruments and other documents as such other party may
reasonably request for the purpose of carrying out or evidencing the
transactions contemplated by this Agreement.
14.3 Attorneys' Fees. If any lawsuit or other action or proceeding
relating to this Agreement is brought by a party hereto against the other party
hereto, the prevailing party shall be entitled to recover reasonable attorneys'
fees, costs and disbursements (including allocated costs and disbursements of
in-house counsel), in addition to any other relief to which the prevailing party
may be entitled.
14.4 Notices. Except as otherwise specified herein, each notice or
other communication hereunder shall be in Writing and shall be delivered to the
intended recipient at the following address (or at such other address as the
intended recipient shall have specified in a written notice given to the other
parties hereto):
if to the Trust:
The Money Market Portfolios
c/o Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94404
Attention: Trust Manager
if to the Custodian:
Bank of America NT & SA 1455 Market Street 16th Floor,
Department 5014 San Francisco, CA 94104
14.5 Headings. The underlined headings contained herein are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the interpretation
hereof.
14.6 Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original and both of which, when taken
together, shall constitute one agreement.
14.7 Governing Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of California
(without giving effect to principles of conflict of laws).
14.8 Force Majeure. Subject to the provisions of Section 11 hereof
regarding the Custodian's general standard of care, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default
or a breach of this agreement, or give rise to any liability whatsoever on the
part of one party hereto to the other, to the extent that such failure to
perform, delay or default arises out of a cause beyond the control and without
negligence of the party otherwise chargeable with failure, delay or default;
including, but not limited to: action or inaction of governmental, civil or
military authority; fire; strike; lockout or other labor dispute; flood; war;
riot; theft; earthquake; natural disaster; breakdown of public or common carrier
communications facilities; computer malfunction; or act, negligence or default
of the other party. This paragraph shall in no way limit the right of either
party to this Agreement to make any claim against third parties for any damages
suffered due to such causes.
14.9 Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns, if any.
14.10 Waiver. No failure on the part of any person to exercise any
power, right, privilege or remedy hereunder, and no delay on the part of any
person in the exercise of any power, right, privilege or remedy hereunder, shall
operate as a waiver thereof; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy.
14.11 Amendments. This Agreement may not be amended, modified,
altered or' supplemented other than by means of an agreement or-instrument
executed on behalf of each of the parties hereto.
14.12 Severability. In the event that any provision of this
Agreement, or the application of any such provision to any person or set of
circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.
14.13 Parties in Interest. None of the provisions of this Agreement
is intended to provide any rights or remedies to any person other than the Trust
and the Custodian and their respective successors and assigns, if any.
14.14 Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto and supersedes all prior agreements and
understandings between the parties hereto relating to the subject matter hereof.
14.15 Variations of Pronouns. Whenever required by the context hereof,
the singular number shall include the plural, and vice versa; the masculine
gender shall include the feminine and neuter genders; and the neuter gender
shall include the masculine and feminine genders.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
"Custodian": BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ illegible
Its
"Trust": THE MONEY MARKET PORTFOLIOS
By /s/ Rupert H. Johnson
Rupert H. Johnson
(Franklin logo)
FRANKLIN
RESOURCES, INC.
777 Mariners Island Blvd.
San Mateo, CA 94404
415/312-5818
FAX 415/312-3528
Martin L. Flanagan CPA, CFA
Senior Vice President
Chief Financial Officer
April 12, 1995
Mr. Stephen H. Kilbuck
Vice President Corporate Banking
Bank of America, NT & SA
555 California Street, 41st Floor
San Francisco, CA 94104
Dear Steve:
Various Franklin Funds/Portfolios (the "Funds") and Bank of America,
National Trust and Savings Association ("Bank") are parties to custody
agreements (the "Agreements") as well as separate cash management and deposit
services arrangements.
By this Letter Agreement, each of the Funds and Bank desire to
establish the cash compensation to be paid by each Fund for services rendered
to it by Bank.
Effective April 1, 1995, commencing with the first statement prepared
thereafter each Fund will pay to Bank a monthly fee in cash equal to an
annual rate of 87.5/100 ths. (.875) basis points of the net asset value of
each such Funds domestic portfolios held in custody by Bank and nine and
three-tenths (9.3) basis points of the net asset value of each such Funds
international portfolios held in custody by Bank or held by foreign
sub-custodians calculated as of the last business day of the month. For
purposes of calculating the monthly fee, 000007291 will be used as the
monthly factor for the domestic portfolio and .0000775 will be used as the
monthly factor for the international portfolio. The obligation of each Fund
is separate from the obligation of any other Fund.
The purpose of this Letter of Agreement is to provide for a fair level
of compensation to Bank for its service. The fee is based on the assumption
that each Fund will continue to use services of a type and volume comparable
to the services currently used. The parties agree that any party may initiate
discussions concerning revisions to the terms of this Letter Agreement at any
time it believes the level of compensation to be inappropriate. The parties
further agree that any party may, upon at least sixty (60) days' written
notice, terminate this Letter Agreement with respect to that party. Upon its
termination, if the parties have not agreed to a substitute fee arrangement,
any party may also terminate all or some of the service provided by Bank upon
additional sixty (60) days' written notice.
On an ongoing basis, Bank will continue to prepare the monthly
corporate account analysis statements on behalf of each Fund, which estimates
all revenues and expenses for the parties' relationship. From time to time,
Bank and any Fund(s) may renegotiate the estimated "prices" used in the
account analysis process. The account analysis statement will provide a basis
for any negotiations between the parties on the appropriateness of the fee
agreement as embodied in this Letter Agreement. However, no payment of any
kind shall be due on account of any shortfall on the account analysis
statement.
Sincerely,
Authorized Officer for Each Trust/Franklin
Fund Portfolio (List Attached)
By /s/ Martin L. Flanagan
Martin L. Flanagan
Executive Financial Officer
ACCEPTED AND AGREED TO BY:
BANK OF AMERICA, NT & SA
By /s/ Stephen H. Kilbuck
Title: Vice President
FRANKLIN GROUP OF FUNDS
FUND # FUND INIT NAME OF FUND
022 FUT FRANKLIN UNIVERSAL TRUST - (closed-end)
033 FPMT FRANKLIN PRINCIPAL MATURITY TRUST - (closed-end)
024 FMIT FRANKLIN MULTI-INCOME TRUST - (closed-end)
101 FGF FRANKLIN GOLD FUND
102 FPRF FRANKLIN PREMIER RETURN FUND
(Franklin Option Fund until April 30, 1991)
103 FEF FRANKLIN EQUITY FUND
105 AGE AGE HIGH INCOME FUND, INC.
FCF FRANKLIN CUSTODIAN FUNDS, INC.
106 GROWTH SERIES
107 UTILITIES SERIES
108 DYNATECH SERIES
109 INCOME SERIES
110 U.S. GOVERNMENT SECURITIES SERIES
111* FMF FRANKLIN MONEY FUND (MMP feeder as of 8/1/94)
112 FCTFIF FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
113* FFMF FRANKLIN FEDERAL MONEY FUND (USGSMMP feeder as of 8/1/94)
114 FTEMF FRANKLIN TAX-EXEMPT MONEY FUND
115 FNYTFIF FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC.
116 FFTFIF FRANKLIN FEDERAL TAX-FREE INCOME FUND
FTFT FRANKLIN TAX-FREE TRUST
118 FRANKLIN MASSACHUSETTS INSURED TAX-FREE INCOME FUND
119 FRANKLIN MICHIGAN INSURED TAX-FREE INCOME FUND
120 FRANKLIN MINNESOTA INSURED TAX-FREE INCOME FUND
121 FRANKLIN INSURED TAX-FREE INCOME FUND
122 FRANKLIN OHIO INSURED TAX-FREE INCOME FUND
123 FRANKLIN PUERTO RICO TAX-FREE INCOME FUND
126 FRANKLIN ARIZONA TAX-FREE INCOME FUND
127 FRANKLIN COLORADO TAX-FREE INCOME FUND
128 FRANKLIN GEORGIA TAX-FREE INCOME FUND
129 FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND
130 FRANKLIN HIGH YIELD TAX-FREE INCOME FUND
160 FRANKLIN MISSOURI TAX-FREE INCOME FUND
161 FRANKLIN OREGON TAX-FREE INCOME FUND
162 FRANKLIN TEXAS TAX-FREE INCOME FUND
163 FRANKLIN VIRGINIA TAX-FREE INCOME FUND
164 FRANKLIN ALABAMA TAX-FREE INCOME FUND
165 FRANKLIN FLORIDA TAX-FREE INCOME FUND
166 FRANKLIN CONNECTICUT TAX-FREE INCOME FUND
167 FRANKLIN INDIANA TAX-FREE INCOME FUND
168 FRANKLIN LOUISIANA TAX-FREE INCOME FUND
169 FRANKLIN MARYLAND TAX-FREE INCOME FUND
170 FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND
171 FRANKLIN NEW JERSEY TAX-FREE INCOME FUND
172 FRANKLIN KENTUCKY TAX-FREE INCOME FUND
174 FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME
FUND
177 FRANKLIN ARIZONA INSURED TAX-FREE INCOME FUND
178 FRANKLIN FLORIDA INSURED TAX-FREE INCOME FUND
FCTFT FRANKLIN CALIFORNIA TAX-FREE TRUST
124 FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND
125 FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND
152 FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME
FUND
FNYTFT FRANKLIN NEW YORK TAX-FREE TRUST
(Franklin New York-Tax Exempt Money Fund until 1/91)
131 FRANKLIN NEW YORK TAX-EXEMPT MONEY FUND
153 FRANKLIN NEW YORK INTERMEDIATE-TERM TAX-FREE INCOME FUND
181 FRANKLIN NEW YORK INSURED TAX-FREE INCOME FUND
FIST FRANKLIN INVESTORS SECURITIES TRUST
135 FRANKLIN GLOBAL GOVERNMENT INCOME FUND
(formerly Franklin Global Opportunity Income Fund)
136 FRANKLIN SHORT-INTERMEDIATE U.S. GOVERNMENT
SECURITIES FUND
137 FRANKLIN CONVERTIBLE SECURITIES FUND
138* FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND
(formerly Franklin Adjustable Rate Mortgage Fund)
(USGARMP feeder)
139 FRANKLIN EQUITY INCOME FUND
(Franklin Special Equity Income Fund until 8/17/93)
151* FRANKLIN ADJUSTABLE RATE SECURITIES FUND
(ARSP retail feeder)
IFT INSTITUTIONAL FIDUCIARY TRUST
140* MONEY MARKET PORTFOLIO (MMP feeder)
141* FRANKLIN LATE DAY MONEY MARKET PORTFOLIO
(Franklin Government Investors Money Market
Portfolio until 6/15/93)
142* FRANKLIN U.S. GOVERNMENT SECURITIES MONEY MARKET
PORTFOLIO (USGSMMP feeder)
143* FRANKLIN U.S. TREASURY MONEY MARKET PORTFOLIO
144* FRANKLIN INSTITUTIONAL ADJUSTABLE U.S. GOVERNMENT
SECURITIES FUND (USGARMP feeder)
145* FRANKLIN INSTITUTIONAL ADJUSTABLE RATE SECURITIES FUND
(ARSP feeder)
146* FRANKLIN U.S. GOVERNMENT AGENCY MONEY MARKET FUND
147* AEA CASH MANAGEMENT FUND (MMP feeder)
(formerly Franklin Star MOney Market Portfolio)
149* FRANKLIN CASH RESERVES FUND (MMP feeder)
150 FBSIF FRANKLIN BALANCE SHEET INVESTMENT FUND
154 FTAIBF FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND FUND
155 FTAUSGSF FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND
156 FTAHYSF FRANKLIN TAX-ADVANTAGED HIGH YIELD SECURITIES FUND
FMT FRANKLIN MANAGED TRUST
117 FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND
(Franklin Corporate Cash Portfolio until 5/31/91)
158 FRANKLIN RISING DIVIDENDS FUND
159 FRANKLIN INVESTMENT GRADE INCOME FUND
- ---- FRANKLIN INSTITUTIONAL RISING DIVIDENDS FUND (PT
feeder)
(not yet filed)
157 FSMP FRANKLIN STRATEGIC MORTGAGE PORTFOLIO (effective 2/1/93)
FMST FRANKLIN MUNICIPAL SECURITIES TRUST
173 FRANKLIN HAWAII MUNICIPAL BOND FUND
175 FRANKLIN CALIFORNIA HIGH YIELD MUNICIPAL FUND
176 FRANKLIN WASHINGTON MUNICIPAL BOND FUND
220 FRANKLIN TENNESSEE MUNICIPAL BOND FUND
221 FRANKLIN ARKANSAS MUNICIPAL BOND FUND
FSS FRANKLIN STRATEGIC SERIES (changed from Cal 250)
194 FRANKLIN STRATEGIC INCOME FUND
195 FRANKLIN MIDCAP GROWTH FUND (filed - not yet being
sold)
196 FRANKLIN INSTITUTIONAL MIDCAP GROWTH FUND
(formerly FISCO MidCap Growth Fund)
197 FRANKLIN GLOBAL UTILITIES FUND
198 FRANKLIN SMALL CAP GROWTH FUND
199 FRANKLIN GLOBAL HEALTH CARE FUND
ARSP ADJUSTABLE RATE SECURITIES PORTFOLIOS (THE PARENT)
182 U.S. GOVERNMENT ADJUSTABLE RATE MORTGAGE PORTFOLIO
(master fund)
183 ADJUSTABLE RATE SECURITIES PORTFOLIO (filed under 1940
Act Only) (master fund)
MMP THE MONEY MARKET PORTFOLIOS (master fund parent)
(filed under 1940 Act only)
184* THE MONEY MARKET PORTFOLIO (master fund)
186* THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO
(master fund)
187 MGP MIDCAP GROWTH PORTFOLIO (master fund) (1940 Act filing only
- not yet being sold)
PT THE PORTFOLIOS TRUST (master fund parent) (1940 Act filing
only - not yet being sold)
188 THE RISING DIVIDENDS PORTFOLIO (master fund)
FIT FRANKLIN INTERNATIONAL TRUST
190 FRANKLIN PACIFIC GROWTH FUND
191 FRANKLIN INTERNATIONAL EQUITY FUND
FREST FRANKLIN REAL ESTATE SECURITIES TRUST
192 FRANKLIN REAL ESTATE SECURITIES FUND
FTGT FRANKLIN TEMPLETON GLOBAL TRUST (formerly Huntington Funds)
210* FRANKLIN TEMPLETON GERMAN GOVERNMENT BOND FUND
211* FRANKLIN TEMPLETON GLOBAL CURRENCY FUND
212* FRANKLIN TEMPLETON HARD CURRENCY FUND
213* FRANKLIN TEMPLETON HIGH INCOME CURRENCY FUND
FVF FRANKLIN VALUEMARK FUNDS (ALLIANZ)
821 MONEY MARKET FUND
822 EQUITY GROWTH FUND
823 PRECIOUS METALS FUND
824 REAL ESTATE SECURITIES FUND
825 UTILITY EQUITY FUND
826 HIGH INCOME FUND
827 GLOBAL INCOME FUND
828 INVESTMENT GRADE INTERMEDIATE BOND FUND
829 INCOME SECURITIES FUND
830 U.S. GOVERNMENT SECURITIES FUND
831 ZERO COUPON FUND - 1995
832 ZERO COUPON FUND - 2000
833 ZERO COUPON FUND - 2005
834 ZERO COUPON FUND - 2010
835 ADJUSTABLE U.S. GOVERNMENT FUND
836 RISING DIVIDENDS FUND
837 TEMPLETON PACIFIC GROWTH FUND (Pacific Growth Fund
until 10/15/93)
838 TEMPLETON INTERNATIONAL EQUITY FUND (International
Equity Fund until 10/15/93)
839 TEMPLETON DEVELOPING MARKETS EQUITY FUND
840 TEMPLETON GLOBAL GROWTH FUND
841 TEMPLETON WORLDWIDE ASSET ALLOCATION FUND
(not yet effective)
891 FGST FRANKLIN GOVERNMENT SECURITIES TRUST (AETNA)
193 FRANKLIN STABLE VALUE FUND
511 FRANKLIN TEMPLETON MONEY FUND II (expected effective
date: 05/01/95)
THIS CUSTODY AGREEMENT ("Agreement") is made and entered into as of
December 15, 1992, by and between The Money Market Portfolios, a Delaware
business trust (the "Trust"), and Morgan Guaranty Trust Company of New York (the
"Custodian").
RECITALS
A. The Trust is an open-end management investment company consisting
of two separate and distinct series registered under the Investment Company Act
that invests and reinvests, on behalf of its various series, in Securities.
B. The Custodian is, and has represented to the Trust that the
Custodian is, a "bank" as that term is defined in Section 2(a)(5) of the
Investment Company Act and is eligible to receive and maintain custody of
investment company assets pursuant to Section 17(f) and Rule 17f-2 thereunder.
C. The Trust and the Custodian desire to provide for the retention
of the Custodian as the custodian under separate accounts for each of the
following: (1) the assets of the series of the Trust representing interests in
the Money Market Portfolio; (2) the assets of the series of the Trust
representing interests in the U.S. Government Securities Money Market Portfolio;
and (3) the assets of one or more additional series of the Trust which may be
added to the Trust at some future date and which assets may be delivered to
Morgan pursuant to a written amendment to this Agreement which specifically
identifies each such additional series (each series is referred to in the
singular as a "Fund" and collectively as the "Funds").
D. The Trust and the Custodian agree that each Fund shall be viewed
as a separate and distinct entity under this Agreement and that the Custodian
will (1) separately account for the assets of each Fund and (2) hold and
physically segregate the assets of each Fund from the assets of the other Funds.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
respective meanings specified below:
"Agreement" shall mean this Custody Agreement.
"Authorized Instructions" has the meaning set forth in Section 6.
"Authorized Persons" means such officers or such agents of the Trust
as have been designated by a resolution of the Board of trustees or of the
Executive Committee, a certified copy of which has been provided to the
Custodian, to act on behalf of the Trust under this Agreement. Each of such
persons shall continue to be an Authorized Person until such time as the
Custodian receives Proper Instructions that any such officer or agent is no
longer an Authorized Person.
"Board of Trustees" shall mean the Board of Trustees of the Trust.
"Business Day" with respect to any Security means any day, other
than a Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law to be closed in The City of New York.
"Cash" has the meaning set forth in Section 5
"Cash Account has the meaning set forth in Section 5
"Custodian" shall mean Morgan Guaranty Trust Company of New York.
"Executive Committee" shall mean the executive committee of the Board
of Trustees.
"Fund" shall mean each of the following:
(a) the series of the Trust representing interests in the
Money Market Portfolio (the "Money Market Fund"); or
(b) the series of the Trust representing interests in the U.S.
Government Securities Money Market Portfolio (the "U.S.
Government Funds"); or
"Funds" shall mean, collectively, each Fund.
"Investment Company Act" shall mean the Investment Company Act of
1940, as amended (15 U.S.C. 80a-1 et seq.).
"Morgan Affiliate" means any office, branch or affiliate of Morgan
Guaranty Trust Company of New York or its successors
"Securities" means any shares, stocks, bonds, notes, debentures or
other securities held (either physically or by book-entry) from time to time for
the account of each Fund by the Custodian pursuant to this Agreement
"Securities System" shall have the meaning provided in Paragraph 4(a)
hereof
"Securities System Account" shall have the meaning provided in
Subparagraph 4(g)(i) hereof.
"Securities Depository" means any securities depository or clearing
system set forth on Appendix A
"Shares" shall mean shares of beneficial interest of the Funds.
"Subcustodian" shall have the meaning provided in subparagraph 3(c).
"Transfer Agent" shall mean the duly appointed and acting transfer
agent for the Trust.
"Trust" shall mean The Money Market Portfolios, an investment
company registered under the Investment Company Act and organized as a Delaware
business trust.
"Writing" shall mean a communication in writing, a communication by
telex, facsimile transmission, bankwire or other teleprocess or electronic
instruction system acceptable to the Custodian.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST.
The Trust represents and warrants that the execution, delivery and
performance by the Trust of the Agreement are within the Trust's corporate trust
or other constitutive powers, have been duly authorized by all necessary
corporate, trust or appropriate action under its constitutive documents, require
no action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the organic documents of the Trust or of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Trust. The Trust shall safeguard, and shall be solely responsible for the
safekeeping of, any testkeys, identification codes of other security devices
with which the Custodian provides it. If applicable, the Trust shall execute a
license agreement governing its use of any electronic instruction system
proprietary to the Custodian or any Morgan Affiliate.
3. APPOINTMENT OF CUSTODIAN; DELIVERY OF ASSETS
(a) Appointment of Custodian. The Trust hereby appoints and designates the
Custodian as the custodian of the assets of each Fund consisting of Cash and
Securities. The Custodian hereby accepts such appointment and designation and
agrees that it shall separately hold and account for the assets each Fund that
are delivered to it hereunder and in the manner provided for herein. The
Custodian hereby further agrees that it will separately hold and account for the
assets of each Fund as if each Fund were a separate and distinct legal entity
contracting for the Custodian's services under this Agreement.
(b) Delivery of Assets. The Trust agrees to deliver to the Custodian
Securities and Cash owned by the Funds, payments of income, principal or capital
distributions received from time to time by the Trust with respect to Securities
owned by the Funds, and the consideration received by it for such Shares or
other securities of the Funds as may be issued and sold from time to time. The
Custodian shall have no responsibility whatsoever for any property or assets of
the Funds held or received by the Funds and not delivered to the Custodian
pursuant to and in accordance with the terms hereof. All Securities accepted by
the Custodian on behalf of the Funds under the terms of this Agreement shall be
in "street name" or other good delivery form as determined by the Custodian.
(c) Appointment of Subcustodians. The Custodian may, upon receipt of
Authorized Instructions, appoint another bank or trust company, which is itself
qualified under the Investment Company Act to act as a custodian (a
"Subcustodian"), as the agent of the Custodian to carry out such of the duties
of the Custodian hereunder as the custodian may from time to time direct;
provided, however, that the appointment of any Subcustodian shall not relieve
the Custodian of its responsibilities or liabilities hereunder.
(d) No Duty to Manage. The Custodian or a Subcustodian shall not have any
duty or responsibility to manage or recommend investments of the assets of the
Funds held by them or to initiate any purchase, sale or other investment
transaction in the absence of Authorized Instructions or except as otherwise
specifically provided herein.
4. TERMS OF CUSTODY
(a) Holding Securities. The Custodian shall hold and physically segregate
from any property owned by the Custodian, for the separate accounts of each
Fund, all non-cash property delivered by the Trust to the Custodian hereunder
other than Securities which, pursuant to Subparagraph 4(h) hereof, are held
through a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository or the Federal
Reserve's book-entry securities system (referred to herein, individually, as a
"Securities System"), or held by a Subcustodian.
(b) Delivery of Securities. Except as otherwise provided in Subparagraph
4(e) hereof, the Custodian, upon receipt of Authorized Instructions, shall
release and deliver Securities owned by the Funds and held by the Custodian in
the following cases or as otherwise directed in Authorized Instructions:
(i) except as otherwise provided herein, upon sale of such
Securities for the account of a Fund and receipt by the Custodian or
a Subcustodian of payment therefor;
(ii) upon the receipt of payment by the Custodian or a
Subcustodian in connection with any repurchase agreement related to
such Securities entered into by a Fund;
(iii) in the case of a sale effected through a Securities
System, in accordance with the provisions of Subparagraph 4(h)
hereof;
(iv) to a tender agent or other authorized agent in connection
with (A) a tender or other similar offer for Securities owned by a
Fund, or (B) a tender offer or repurchase by a Fund of its own
Shares;
(v) to the issuer thereof or its agent when such Securities
are called, redeemed, retired or otherwise become payable; provided,
that in any such case, the cash or other consideration is to be
delivered to the Custodian or a Subcustodian;
(vi) to the issuer thereof, or its agent, for transfer into
the name or nominee name of the Trust, (properly notated to include
the name of Fund that owns the Securities), the name or nominee name
of the Custodian, the name or nominee name of any Subcustodian or
Securities System; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new
Securities are to be delivered to the Custodian or a Subcustodian;
(vii) to the broker selling the same for examination in
accordance with the "street delivery" custom;
(viii) for exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, or reorganization of the
issuer of such Securities, or pursuant to a conversion of such
Securities; provided that, in any such case, the new Securities and
cash, if any, are to be delivered to the Custodian or a
Subcustodian;
(ix) in the case of warrants, rights or similar securities,
the surrender thereof in connection with the exercise of such
warrants, rights or similar Securities or the surrender of interim
receipts or temporary Securities for definitive Securities; provided
that, in any such case, the new Securities and cash, if any, are to
be delivered to the Custodian or a Subcustodian;
(x) for delivery in connection with any loans of Securities
made by the Funds, but only against receipt by the Custodian or a
Subcustodian of collateral as determined by the Funds (and
identified in Authorized Instructions communicated to the
Custodian), which may be in the form of cash or obligations issued
by the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to
be credited to the account of the Custodian or a Subcustodian in the
Federal Reserve's book-entry securities system, the Custodian will
not be held liable or responsible for the delivery of Securities
owned by the Funds prior to the receipt of such collateral;
(xi) for delivery as security in connection with any
borrowings by the Funds requiring a pledge of assets by the Funds,
but only against receipt by the Custodian or a Subcustodian of
amounts borrowed;
(xii) for delivery in accordance with the provisions of any
agreement among the Trust, the Custodian or a Subcustodian and a
broker-dealer relating to compliance with the rules of registered
clearing corporations and of any registered national securities
exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Funds;
(xiii) for delivery in accordance with the provisions of any
agreement among the Trust, the Custodian or a Subcustodian and a
futures commission merchant, relating to compliance with the rules
of the Commodity Futures Trading Commission and/or any contract
market, or any similar organization or organizations, regarding
account deposits in connection with transactions by the Funds;
(xiv) upon the receipt of instructions from the Transfer Agent
for delivery to the Transfer Agent or to the holders of Shares in
connection with distributions in kind in satisfaction of requests by
holders of Shares for repurchase or redemption; and
(xv) for any other purpose consistent with market practices,
upon receipt of Authorized Instructions specifying the securities to
be delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom delivery of such securities
shall be made.
(c) Registration of Securities. Securities held by the Custodian or a
Subcustodian (other than bearer Securities) shall be registered in the name or
nominee name of the Trust (properly notated to include the name of the Fund that
owns the Securities), in the name or nominee name of the Custodian or in the
name or nominee name of any Subcustodian or Foreign Custodian. The Trust agrees
to hold the Custodian, any such nominee or Subcustodian harmless from any
liability as a holder of record of such Securities.
(d) Omitted
(e) Collection of Income; Trade settlement; Crediting of Accounts. The
Custodian shall collect income payable with respect to Securities owned by the
Funds, settle Securities trades for the account of each Fund and credit and
debit each Fund's account with the Custodian in connection therewith as follows:
(i) Upon receipt of Authorized Instructions, the Custodian
shall effect the purchase of a Security by charging the account of
the appropriate Fund on the settlement date. The Custodian shall
have no liability of any kind to any person, including the Trust, if
the Custodian effects payment on behalf of the appropriate Fund as
provided for herein or in Authorized Instructions, and the seller or
selling broker fails to deliver the Securities purchased.
(ii) Upon receipt of Authorized Instructions, the Custodian
shall effect the sale of a Security by delivering a certificate or
other indicia of ownership, and shall credit the account of the
appropriate Fund with the proceeds of such sale on the settlement
date. The Custodian shall have no liability of any kind to any
person, including the Trust, if the Custodian delivers such a
certificate(s) or other indicia of ownership as provided for herein
or in Authorized Instructions, and the purchaser or purchasing
broker fails to effect payment to the appropriate Fund within a
reasonable time period, as determined by the Custodian in its sole
discretion. In such event, the Custodian shall be entitled to
reimbursement, with interest, of the amount so credited to the
account of the appropriate Fund in connection with such sale.
(iii) The Trust is responsible for ensuring that the Custodian
receives timely and accurate Authorized Instructions to enable the
Custodian to effect settlement of any purchase or sale. If the
Custodian does not receive such instructions within the required
time period, the Custodian shall have no liability of any kind to
any person, including the Trust, for failing to effect settlement on
the settlement date. However, the Custodian shall use its best
reasonable efforts to effect settlement as soon as possible after
receipt of Authorized Instructions.
(iv) The Custodian shall credit the account of the appropriate
Fund with interest income payable on interest bearing Securities on
payable date. Interest income on cash balances will be credited
monthly to the account of the appropriate Fund as follows: (1) on
the first Business Day (on which the Custodian is open for business)
following the end of each month; or (2) in the case of a Nassau
sweep, on the seventh Business Day following the end of the each
month; or (3) in the case of a sweep to a repurchase contract, on a
next business day basis; or (4) in the case of a GNMA II, on a
payable date plus one basis. Dividends and other amounts payable
with respect to Securities shall be credited to the account of the
appropriate Fund on the dividend payable date. The Custodian shall
not be required to commence suit or collection proceedings or resort
to any extraordinary means to collect such income and other amounts
payable with respect to Securities owned by the Funds. The
collection of income due each Fund on Securities loaned pursuant to
the provisions of Subparagraph 4(b)(x) shall be the responsibility
of the Funds. The Custodian will have no duty or responsibility in
connection therewith, other than to provide each Fund with such
information or data as may be necessary to assist each Fund in
arranging for the timely delivery to the Custodian of the income to
which each Fund is entitled. The Custodian shall have no liability
to any person, including the Trust, if the Custodian credits the
account of a Fund with such income or other amounts payable with
respect to Securities owned by the Fund (other than Securities
loaned by the Fund pursuant to Subparagraph 4(b)(x) hereof) and the
Custodian subsequently is unable to collect such income or other
amounts from the payors thereof within a reasonable time period, as
determined by the Custodian in its sole discretion. In such event,
the Custodian shall be entitled to reimbursement, with interest, of
the amount so credited to the account of the appropriate Fund.
(f) Payment of Funds Monies. Upon receipt of Authorized Instructions the
Custodian shall pay out monies of the appropriate Fund in the following cases
or as otherwise directed in Authorized Instructions:
(i) upon the purchase of Securities, futures contracts or
options on futures contracts for the account of a Fund but only,
except as otherwise provided herein, (A) against the delivery of
such securities, or evidence of title to futures contracts or
options on futures contracts, to the Custodian or a Subcustodian
registered pursuant to Subparagraph 4(c) hereof or in proper form
for transfer; (B) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Subparagraph 4(g) hereof; or (C) in the case of repurchase
agreements entered into between a Fund and the Custodian, another
bank or a broker-dealer (1) against delivery of the Securities
either in certificated form to the Custodian or a Subcustodian or
through an entry crediting the Custodian's account at the
appropriate Federal Reserve Bank with such Securities or (2) against
delivery of the confirmation evidencing purchase by the Fund of
Securities owned by the Custodian or such broker-dealer or other
bank along with written evidence of the agreement by the Custodian
or such broker-dealer or other bank to repurchase such Securities
from the Fund;
(ii) in connection with conversion, exchange or surrender of
Securities owned by a Fund as set forth in Subparagraph 4(b) hereof;
(iii) for the redemption or repurchase of Shares issued by the
Funds;
(iv) for the payment of any expense or liability incurred by a
Fund, including but not limited to the following payments for the
account of a Fund: custodian fees, interest, taxes, management,
accounting, transfer agent and legal fees and operating expenses of
each Fund whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses; and
(v) for the payment of any dividends or distributions declared
by the Board of Trustees with respect to the Shares of a Fund.
(g) Deposit of securities in Securities systems. The Custodian may deposit
and/or maintain Securities owned by the Funds in a Securities System in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
(i) the Custodian may hold Securities of the Funds in the
Depository Trust Company or the Federal Reserve's book entry system
or, upon receipt of Authorized Instructions, in another Securities
System provided that such securities are held in an account of the
Custodian in the Securities System ("Securities System Account")
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for customers;
(ii) the records of the Custodian with respect to Securities
of the Funds which are maintained in a Securities System shall
identify by book-entry those Securities belonging to each separate
Fund;
(iii) subject to the appropriate rules of the Securities
System, the Custodian shall pay for Securities purchased for the
account of a Fund upon (A) receipt of advice from the Securities
System that such securities have been transferred to the Securities
System Account, and (B) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of
the appropriate Fund. Subject to the appropriate rules of the
Securities Systems, the Custodian shall transfer Securities sold for
the account of a Fund upon (1) receipt of advice from the Securities
System that payment for such securities has been transferred to the
Securities System Account, and (2) the making of an entry on the
records of the Custodian to reflect such transfer and payment for
the account of the appropriate Fund. Copies of all advices from the
Securities System of transfers of Securities for the accounts of
each Fund shall be maintained separately for each of the Funds by
the Custodian and be provided to the appropriate Fund at its
request. Upon request, the Custodian shall furnish each Fund
confirmation of each transfer to or from the account of the Fund in
the form of a written advice or notice; and
(iv) upon request, the Custodian shall provide each Fund with
any report obtained by the Custodian on the Securities System's
accounting system, internal accounting control and procedures for
safeguarding domestic securities deposited in the Securities System.
(h) Segregated Account. The Custodian shall, upon receipt of Authorized
Instructions, establish and maintain segregated accounts for and on behalf of
each Fund into which accounts may be transferred the Fund's Cash and/or
Securities, including Securities maintained in accounts by the Custodian
pursuant to Section 4(g) hereof, (A) subject to a proper and acceptable
agreement among the Trust, the Custodian and a broker-dealer or futures
commission merchant, relating to compliance with the rules of registered
clearing corporations and of any national securities exchange (or the Commodity
Futures Trading Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Funds, (B) for purposes of segregating cash
or securities in connection with options purchased, sold or written by a Fund or
commodity futures contracts or options thereon purchased or sold by a Fund and
(C) for other proper corporate purposes, but only, in the case of this clause
(C), upon receipt of, in addition to Authorized Instructions, a certified copy
of a resolution of the Board of Trustees or of the Executive Committee certified
by the Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be proper
corporate purposes.
(i) Ownership Certificates for Tax purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
domestic securities of each Fund held by it and in connection with transfers of
such securities.
(j) Proxies. The Custodian shall, with respect to the Securities held
hereunder, promptly deliver to the Trust all proxies, all proxy soliciting
materials and all notices relating to such Securities. If the Securities are
registered otherwise than in the name of the Trust or a nominee of the Trust,
the Custodian shall use its best reasonable efforts, consistent with applicable
law, to cause all proxies to be promptly executed by the registered holder of
such Securities in accordance with Authorized Instructions.
(k) Communications Relating to Fund Portfolio securities, The Custodian
shall transmit promptly to the Trust all written information (including, without
limitation, pendency of calls and maturities of Securities and expirations of
rights in connection therewith and notices of exercise of put and call options
written by the Funds and the maturity of futures contracts purchased or sold by
the Funds) received by the Custodian from issuers of Securities being held for
the Funds. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the Trust all written information received by the Custodian
from issuers of the Securities whose tender or exchange is sought and from the
party (or its agents) making the tender or exchange offer. If the Trust, on
behalf of any Fund, desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Trust shall notify the
Custodian at least three Business Days prior to the date of which the Custodian
is to take such action.
(l) Fungibility. Except as provide in Sections 4(a) and 4(h), the
Securities may be commingled with other securities no matter by whom owned and
may be held as part of a fungible mass. The Trust shall have no right to any
specific certificates but will instead be entitled, subject to applicable laws
and regulations and to the terms of this Agreement, to transfer deliver or
repossess from the Custodian an amount of Securities of any issue that is
equivalent to the amount of such Securities credited to its Securities Account.
(m) Liens of Securities Depositories. The Custodian will authorize or
permit the holding of Securities by a Securities Depository only as long as (i)
the Securities are not subject to any right, charge, security, interest, lien or
claim of any kind in favor of such Securities Depository or its creditors,
including a receiver or trustee in bankruptcy, except for a claim of payment for
the safe custody or administration of the Securities and (ii) beneficial
ownership of the Securities is freely transferable without the payment of money
or value other than for safe custody or administration.
5. CASH ACCOUNT.
The Trust hereby establishes with the Custodian separate demand deposit
accounts (each a "Cash Account") for each Fund to be used in connection with
transactions relating to the Funds' Securities. Monies deposited by the
Custodian to each Cash Account shall be withdrawable by the Custodian acting
pursuant to the terms of this Agreement. The collected balance from time to time
in a Fund's Cash Account shall constitute "Cash". Any credit made to a Fund's
Cash Account shall be provisional and may be reversed if such payment is not
actually collected.
6. INSTRUCTIONS BY THE TRUST.
(a) Generally. As used in this Agreement, the term "Authorized
Instructions" means instructions of the Trust received by the Custodian via
telephone or in Writing which the Custodian believes in good faith to have been
given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Custodian may specify.
Any Authorized Instructions delivered to the Custodian by telephone shall
promptly thereafter be confirmed in Writing by an Authorized Person, but the
Trust will hold the Custodian harmless for its failure to send such confirmation
in writing, the failure of such confirmation to conform to the telephone
instructions received or the Custodian's failure to produce such confirmation at
any subsequent time. Unless otherwise expressly provided, all Authorized
Instructions shall continue in full force and effect until cancelled or
superseded. If the Custodian requires test arrangements, authentication methods
or other security devices to be used with respect to Authorized Instructions,
any Authorized Instructions given by the Trust thereafter shall be given and
processed in accordance with such terms and conditions for the use of such
arrangements, methods or devices as the Custodian may put into effect and modify
from time to time. The Trust shall safeguard any testkeys, identification codes
or other security devices which the Custodian shall make available to it. The
Custodian may electronically record any Authorized Instructions given by
telephone, and any other telephone discussions, with respect to its activities
hereunder.
(b) Limitations. The Custodian will not be required to follow any
instruction that would violate any applicable law, decree, regulation or order
of any government or governmental body (including any court or tribunal) or that
would be contrary to any provision of this Agreement. Notwithstanding anything
in Section 4 to contrary with respect to the delivery of Securities by the
Custodian, the Custodian will transfer, exchange, or deliver Securities only to
the extent that sufficient Securities are actually in the Securities System
Accounts and available for delivery.
7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.
Except as otherwise provided in this Agreement, the Custodian may in its
discretion, without express authority from the Trust and until the Custodian
receives Authorized Instructions to the contrary:
(a) make payments to itself or others for minor expenses of handling
Securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the
Trust and made from the assets of the appropriate Fund on whose behalf the
expenses were incurred;
(b) endorse for collection, in the name of the appropriate Fund,
checks, drafts and other negotiable instruments; and
(c) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and
other dealings with the Securities and property of each Fund except as
otherwise provided in Proper Instructions.
(d) promptly after receipt thereof, forward to the Trust those
communications relating to any Securities which call for voting or the
exercise of rights or other specific action (including materials relating
to legal proceedings intended to be transmitted to holders of such
Securities);
(e) to the extent permitted by applicable law and practice, require
the Custodian's nominees to execute and deliver to the Trust proxies
relating to Securities registered in the name of such nominees but without
indicating the manner in which such proxies are to be voted and to deliver
proxies relating to bearer Securities in accordance with Authorized
Instructions and applicable law and practice;
(f) present for payment maturing Securities and those called for
redemption;
(g) execute in the name of the Trust such ownership and other
certificates as may be required to obtain payment or exercise any rights
in respect of any Securities;
(h) accept and open all mail directed to the Trust in care of the
Custodian;
(i) disclose the Trust's name, address and Securities position (A)
to the issuers of Securities when requested to do so by them or (B) as
required by law or the rules of any stock exchange or regulatory or
self-regulatory organization; and
(j) dispose of fractional interests received by the Custodian or a
Subcustodian as a result of stock dividends by selling any fractional
interest received.
With respect to any corporate actions not listed above, nor otherwise addressed
in this Agreement, the Custodian shall (in the absence of Authorized
Instructions from the Trust within an prescribed deadline) take such action as
it considers appropriate in the circumstances; provided that the Custodian shall
not be liable for the consequences of any such action. If the Custodian holds
Securities as part of a fungible mass with securities of its other clients as
permitted in subparagraph 4(1), the Custodian will select the securities to
participate in partial redemptions, partial payments or other actions affecting
less than all securities of the relevant class in such non-discriminatory manner
as it customarily uses to make such selection. If any Securities held by a
Securities Depository become subject to such a partial redemption, partial
payment or other action, the Trust agrees that any manner used by such
Securities Depository to select the securities to participate in such partial
redemption, partial payment or other action will be acceptable.
8. REPORTING/RECORDS.
(a) Generally. The Custodian shall cooperate with and supply necessary
information in its possession (to the extent permissible under applicable law)
to the entity or entities appointed by the Board of Trustees to keep the books
of account of each Fund and/or compute the net asset value per Share of the
outstanding Shares of each Fund.
(b) Statements. The Custodian shall mail or cause to be mailed to each
Fund monthly statements of the Fund's Securities System Account and Cash
Account. Such statements shall list all of the Fund's Securities and specify the
amount of Cash held on deposit. The Trust agrees that each such statement shall
be binding on the Trust and each Fund ninety (90) days after it has been mailed
by first class airmail, postage prepaid, to the Fund, unless the Trust has
theretofore notified the Custodian in Writing of any inaccuracy in such
statement.
(c) Records. The Custodian shall create and maintain records relating to
its activities with respect to each separate Fund under this Agreement as such
records are required with respect to each Fund's activities under Section 31 of
the Investment Company Act and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Trust and shall at all times during the
regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Trust and employees and agents
of the Securities and Exchange Commission. The Custodian shall, at the Trust's
request, supply the Trust with a tabulation of Securities owned by each Fund and
held by the Custodian and shall, when requested to do so by the Trust and for
such compensation as shall be agreed upon between the Trust and the Custodian,
include certificate numbers in such tabulations.
9. RESPONSIBILITIES.
(a) Custodian. The Custodian will use reasonable care in the performance
of its duties, exercise the same degree of care with respect to the Securities
as it would with respect to its own securities and property and indemnify the
Trust and hold the Trust harmless from any loss or liability (including, without
limitation, the reasonable fees and disbursements of counsel and other legal
advisers) incurred by the Trust by reason of the negligence (whether through
action or inaction) or willful misconduct of the Custodian. The Custodian's
responsibility with respect to any Securities held by any Securities Depository
is limited to the failure on the part of the Custodian to exercise reasonable
care in the selection or retention of such Securities Depository and the
custodian will hold the Trust harmless from and indemnify it against any loss
that occurs as a result of the failure of the Custodian to exercise such
reasonable care; it being understood that Securities Depositories included on
Appendix A or otherwise approved or selected by the Trust shall not be
considered to have been selected by the Custodian.
(b) Insurance. The Custodian will maintain insurance coverage with respect
to the Securities covering such risks and in such amounts as the Custodian
maintains with respect to securities which the Custodian holds for its own
account and for the account of other customers.
10. LIMITATIONS ON RESPONSIBILITIES.
(a) Generally. The Custodian shall be responsible for the performance of
only those duties as are set forth herein or contained in Authorized
Instructions that are not contrary to the provisions of this Agreement. In the
absence of a failure to exercise the standard of care required by Section 9
hereof, the Custodian shall not be liable to the Trust of any other person with
respect to any action taken or omitted to be taken by it in connection with
furnishing the services contemplated hereby. Under no circumstances will the
Custodian be liable to the Trust or any other person for consequential damages.
Without limiting the foregoing:
(i) all collections of funds or other property paid or distributed with
respect to any Securities shall be made at the risk of the Trust;
(ii) the Custodian shall not be liable for any loss occasioned by the
failure of the Custodian to notify the Trust of any payment of dividends
or interest or any redemption, rights offering or other distribution made
with respect to any Security or any corporate action taken or to be taken
with respect to any Security if the Custodian has not received notice of
such transaction directly from the issuer of such Security and if such
distribution or action was not included in the reports of a recognized
investment data service selected by the Custodian; and
(iii) the Custodian shall not be liable for any action taken in good faith
upon Authorized Instructions.
(b) Payment and Delivery Instructions. In some securities markets, securities
deliveries and payments therefor may not be or are not customarily made
simultaneously. Accordingly, the Trust agrees that, notwithstanding the Trust's
instruction to deliver Securities against payment or to pay for Securities
against delivery under Section 6, the Custodian or a Securities Depository may
make or accept payment of or delivery of Securities in such form and manner as
may be satisfactory to it and at such time and in such manner as shall be in
accordance with the customs prevailing in the relevant securities market or
among securities dealers. The Trust shall bear the risk that (i) the recipient
of Securities may fail to make payment, return such Securities or hold such
Securities or the proceeds of their sale in trust for the Trust, and (ii) that
the recipient of payment for Securities may fail to deliver the Securities (such
failure to include, without limitation, delivery of forged or stolen Securities)
or to return such payment, in each case whether such failure is total or partial
or merely a failure to perform on a timely basis. The Custodian shall not be
liable to the Trust for any loss resulting from any of the foregoing events.
(c) Reversals. In certain circumstances, deliveries of securities may be
reversed. Accordingly, credits of securities to the Trust's Securities Account
are provisional and subject to reversal if, in accordance with relevant local
law and practice, the delivery of the security giving rise to the credit is
reversed.
(d) Force Majeure. Subject to the provision of Section 9 hereof regarding
the Custodian's general standard of care, neither party hereto shall be liable
for any action taken, or any failure to take any action required to be taken
hereunder or otherwise to fulfill its obligations hereunder (including without
limitation the failure to receive or deliver securities or the failure to
receive or make any payment) in the event and to the extent that the taking of
such action or such failure is beyond the control of and without negligence by
the party chargeable with the action or failure and arises out of or is caused
by war, insurrection, riot, civil commotion, act of God, accident, fire, water
damage, explosion, mechanical breakdown, computer or system failure or other
failure of equipment, or malfunctioning of any communications media for whatever
reason, interruption (whether partial or total) of power supplies or other
utility or service, strike or other stoppage (whether partial or total) of
labor, any law, decree, regulation or order of any government or governmental
body (including any court or tribunal), or any other cause (whether similar or
dissimilar to any of the foregoing) whatsoever beyond its reasonable control.
(e) Trust's Reporting Obligations. The Trust shall be solely responsible
for compliance with any notification or other requirement of any jurisdiction
relating to or affecting the Trust's beneficial ownership of the Securities, and
the Custodian assumes no liability for noncompliance with such requirements.
(f) NO Investment Advice. Neither the Custodian nor any Subcustodian or
Morgan Affiliate is under any duty to provide the Trust with investment advice
or to supervise its investments.
(g) Fraudulent Securities. The Custodian shall have no liability for
losses incurred by the Trust or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities (or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market).
11. USE OF MORGAN AFFILIATES.
(a) Executing orders. The Custodian will, in its sole discretion and if
permitted by applicable law, accept orders from the Trust for the purchase of
sale of Securities and either execute such orders itself or by means of Morgan
Affiliates or brokers or other financial organizations of its choice, subject to
the fees and commissions in effect from time to time. The Custodian will not be
responsible for an act or omission, or for the solvency, of any broker or other
financial organization so selected to effect any transaction for the account of
the Trust. When instructed to buy or sell Securities for which the Custodian or
a Morgan Affiliate acts as dealer, the Custodian will buy or sell such
Securities from or to either itself, as principal, or such Morgan Affiliate.
(b) Disclosure to Morgan Affiliates. The Custodian may only disclose to
J.P. Morgan Securities ("JPMS") details with respect to the Funds' Securities
and transactions hereunder and then only to the extent necessary to carry out
Fund and Trust transactions with JPMS.
(c) Sub-Contracting. The Trust hereby agrees that the Custodian may
arrange with any Morgan Affiliate to act as a Subcustodian and/or perform on
behalf of the Custodian any act required to be performed by the Custodian
hereunder.
12. FEES. The Trust agrees to pay the Custodian as compensation for the services
provided hereunder a fee computed at rates determined by the Custodian from time
to time and communicated to the Trust in Writing in advance (as well as all
reasonable out-of-pocket assessments, charges and expenses not resulting from
custodian's breach of Section 9). The Custodian is authorized to charge the
appropriate Fund's Cash Account for such fees. Attached as Appendix B is the
current Schedule of Fees for the Funds' accounts.
13. PLEDGE; RIGHT OF SET-OFF. To the extent permitted by applicable law,
including without limitation the Investment Company Act, the Trust hereby (i)
pledges to the Custodian as security for the payment of the fees and other
amounts referred to in Section 12 as well as any other obligation or liability
of any kind which the Trust may have to the Custodian in connection with this
Agreement, all Cash from time to time in the Cash Account and all Securities
held by the Custodian or a Securities Depository and hereby grants to the
Custodian a lien and security interest in such Cash and Securities and (ii)
grants to the Custodian a lien and security interest in such Cash and Securities
and (ii) grants to the Custodian a right to set off its obligations to deliver
such Cash and Securities to the Trust against any obligation or liability of any
kind which the Trust may have to the Custodian.
14. INDEMNIFICATION BY THE TRUST.
(a) The Trust agrees to indemnify and hold harmless the Custodian and its
nominees (each an "Indemnitee") from all taxes, charges, expenses, assessments,
claims and liabilities (including legal fees and expenses) reasonably and
actually incurred by an Indemnitee in connection with the good-faith performance
of this Agreement, except such as may arise from any negligent action, negligent
failure to act, willful misconduct, or misfeasance and so long as (i) the
Indemnitee reasonably believed that the conduct associated with its demand for
indemnification hereunder was at least not opposed to the best interests of the
Trust and the Funds and (ii) the Indemnitee shall not have been adjudged to be
liable on the basis of improper personal benefit, in the performance of the
Indemnitee's duty to the Trust and the Funds. The Trust shall not be liable to
an Indemnitee hereunder for expenses incurred in defending, amounts paid in
settling, or otherwise disposing of a threatened or pending action indemnifiable
hereunder, with or without court approval, without approval by a majority vote
of a quorum of the Board of Trustees; provided, however, that if the Board of
Trustees does not approve payment of these expenses, the Trust will accept
tender of the defense from the Indemnitee. The Custodian shall be entitled to
rely, and may act, on advice of counsel (who may be counsel for the Trust and/or
the Funds) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
(b) The Custodian agrees that any obligations of the Trust and any Fund
arising hereunder shall be limited to the assets of the appropriate Fund, and
that the Custodian shall not seek satisfaction of any such obligation from the
shareholders of any other Fund nor from any Trustee, officer, employee, or agent
of the Trust.
15. TERMINATION.
This Agreement may be terminated by the Custodian or the Trust following
receipt by the other party of 60 days' prior written notice thereof; provided,
that such termination may be immediate if the other party shall be in breach of
its obligations hereunder of shall become the subject of bankruptcy, insolvency,
reorganization, receivership or other similar proceedings. If notice of
termination is given by the Custodian, Authorized Persons shall, within 60 days
following receipt of such notice, specify in writing the names of the persons to
whom all Securities and Cash shall be delivered or paid. In such case, the
Custodian, subject to the satisfaction of amounts owed to it pursuant to Section
12 hereof, will deliver such Securities and Cash to the persons so specified. If
within 60 days following the receipt of a notice of termination by the
Custodian, the Custodian does not receive from the Trust the names of the
persons to whom such Securities and Cash shall be delivered, the Custodian, at
its election, may deliver such Securities and Cash to a bank or a trust company
doing business in the State of California. Securities or Cash so delivered shall
be held and disposed of pursuant to the provisions of this Agreement or
Authorized Instructions or may be continued to be held until the names of such
persons are delivered to the Custodian. If notice of termination is given by the
Trust, the Custodian, subject to the payment of all amounts owed to it pursuant
to Section 12 hereof, will deliver such Securities and Cash to the persons
specified in Authorized Instructions. The indemnity provisions of this Agreement
and the provisions limiting the liabilities of the Custodian shall survive the
termination of this Agreement.
16. NOTICES.
Except as otherwise specified herein, any notice or other communication to
the Custodian is to be addressed to it at: 60 Wall Street, New York, N.Y.
10260-0060 or to such other address as may be specified by the Custodian to the
Trust in writing from time to time. Any notice or other communication to the
Trust is to be addressed to The Money Market Portfolio, c/o Franklin Resources,
Inc., Attn: Trust Manager, 777 Mariners Island Boulevard, San Mateo, CA
94494-1585 or to such other address as may be specified by the Trust to the
Custodian in Authorized Instructions from time to time. Unless otherwise
specified herein, notices shall be effective when received.
17. AMENDMENTS AND WAIVER.
Any provision of this Agreement (including the Appendix hereto) may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Trust and the custodian; provided, however, that (i) the Custodian
may from time to time delete the name of any Securities Depository from Appendix
A without notice to or consent by the Trust and (ii) the Custodian may from time
to time add the name of any securities depository or clearing system to Appendix
A if it notifies the Trust by first class mail of such addition and does not
receive in writing an objection to such addition within 30 days after the date
such notice is mailed.
18. SUCCESSORS AND ASSIGNS; GOVERNING THE LAW.
This Agreement shall bind the successors and assigns of the Custodian and
the Trust and shall be governed by and construed in accordance with the law of
the State of New York. Except as otherwise provided by the terms of this
Agreement, neither the Custodian nor the Trust may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party.
19. HEADINGS.
The section headings used herein are for information only and shall not
affect the interpretation of any provision of this Agreement.
20. INTEGRATION.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any and all prior agreements and understanding, oral or written,
relating to the subject matter hereof.
21. ATTORNEYS' FEES.
If any lawsuit or other action or proceeding relating to this Agreement is
brought by a party hereto against the other party hereto, the prevailing party
shall be entitled to recover reasonable attorneys' fees, costs and disbursements
(including allocated costs and disbursements of in-house counsel), in addition
to any other relief to which the prevailing party may be entitled.
22. FURTHER ASSURANCES.
Each party hereto shall furnish to the other party hereto such instruments
and other documents as such other party may reasonably request for the purpose
of carrying out or evidencing the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective authorized representatives as of the day and year first
above written.
Morgan Guaranty Trust Company The Money Market Portfolios
of New York
/s/ James C. Wangsness, Jr /s/ Charles B. Johnson
By: James C. Wangsness, Jr BY: Charles B. Johnson
Title: vice President Title: President
Appendix A
Depository*
The Depository Trust Co.
The Participants Trust Co.
* In addition to the central bank , if applicable
APPENDIX B
J.P. MORGAN Fee Schedule:
1. Custody Transactions (per item) [1,2]
FRB $ 8.00
DTC 12.00
PTC 15.00
Physical 35.00
2. Issue Position (per issue/ year)
Depository $ 35.00
Physical 115.00
3. Amortizations (per item)
Depository $ 10.00
Physical 15.00
4. Custody Reporting/ Instructions (per fund)
MORCOM/Securities $1,000.00
5. Cash Reporting/Instructions (per account)
MORCOM Same Day $3,000.00
or
MORCOM Next Day (1st fund) 2,760.00
& each additional fund 1,680.00
5. Wires (per item)
-Outgoing FED (straight through) $ 4.80
-Outgoing FED (repair) 13.25
-Outgoing FED (phoned into Mon. Transfer) 45.00
-Incoming FED/CHIPS (straight through) 5.90
-Incoming Phone 35.75
-Book Transfer 2.50
-Zero Balance Transfer 2.00
5. Funds Management Rates
Nassau Sweep Fed Funds - 50 BP
Sweep to Repo Fed Funds - 75 BP
6. Overnight Overdraft Rate Fed Funds + 95 BP
(based on credit quality; subject to change)
The Money Market Portfolios
777 Mariners Island Blvd.
San Mateo, CA 94404
The undersigned hereby subscribes for the purchase of 100 shares of beneficial
interest of The Money Market Portfolio (hereinafter referred to as the
"Portfolio"), a series of The Money Market Portfolios (hereinafter referred to
as the "Trust"), at a price of $1.00 per share for a total investment of $100
(hereinafter referred to as the "Shares"). In connection with said subscription,
the undersigned hereby represents that:
1. There is no present reason to anticipate any change in circumstances or any
other occasion or event which would cause the undersigned to sell or redeem the
Shares shortly after the purchase thereof.
2. There are no agreements or arrangements between the undersigned and the
Trust, or any of its officers, trustees, employees or its investment manager or
any affiliated persons thereof with respect to the resale, future distribution
or redemption of the Shares.
3. The sale of the Shares will only be made by redemption to the Portfolio and
not by a transfer to any third party.
4. The undersigned is aware that in issuing and selling these Shares, the Trust
is relying upon the aforementioned representations.
5. The undersigned is fully aware that the organization expenses of the
Portfolio, including the costs and expenses of registration of the Trust under
the Investment Company Act of 1940, are being charged to the operation of the
Portfolio over a period of five years commencing from the effective date of the
Trust's Registration Statement, and that in the event the undersigned redeems
any portion of these Shares during said amortization period, the undersigned
will reimburse the Portfolio for the pro rata share of the unamortized
organization expenses (by a reduction of the redemption proceeds) in the same
proportion as the number of Shares being redeemed bear to the total number of
remaining initial Shares acquired by the undersigned hereunder.
FRANKLIN RESOURCES, INC.
Dated: July 22, 1992 By: /s/ Harmon E. Burns
Harmon E. Burns
Title: Executive Vice President
The Money Market Portfolios
777 Mariners Island Blvd.
San Mateo, CA 94404
The undersigned hereby subscribes for the purchase of 100,000 shares of
beneficial interest of The U.S. Treasury Money Market Portfolio (hereinafter
referred to as the "Portfolio"), a series of shares of the Money Market
Portfolios (hereinafter referred as the "Trust"), at a price of $l.00 per share
for a total investment of $100,000 (hereinafter referred to as the "Shares"). In
connection with said subscription, the undersigned hereby represents that:
1. There is no present reason to anticipate any change in circumstances or any
other occasion or event which would cause the undersigned to sell or redeem the
Shares shortly after the purchase thereof.
2. There are no agreements or arrangements between the undersigned and the
Trust, or any of its officers, trustees, employees or its investment manager or
any affiliated persons thereof with respect to the resale, future distribution
or redemption of the Shares.
3. The sale of the Shares will only be made by redemption to the Portfolio and
not by a transfer to any third party.
4. The undersigned is aware that in issuing and selling these Shares, the Trust
is relying upon the aforementioned representations.
5. The undersigned is fully aware that the organization expenses of the
Portfolio, including the costs and expenses of registration of the Trust under
the Investment Company Act of 1940, are being charged to the operation of the
Portfolio over a period of five years commencing from the effective date of the
Trust's Registration Statement, and that in the event the undersigned redeems
any portion of these Shares during said amortization period, the undersigned
will reimburse the Portfolio for the pro rata share of the unamortized
organization expenses (by a reduction of the redemption proceeds) in the same
proportion as the number of Shares being redeemed bear to the total number of
remaining initial Shares acquired by the undersigned hereunder.
FRANKLIN RESOURCES, INC.
Dated: July 22, 1992 By: /s/ Harmon E. Burns
Harmon E. Burns
Title: Executive Vice President
The Money Market Portfolios
777 Mariners Island Blvd.
San Mateo, CA 94404
The undersigned hereby subscribes for the purchase of 100 shares of beneficial
interest of The U.S. Government Securities Money Market Portfolio (hereinafter
referred to as the "Portfolio"), a series of shares of the Money Market
Portfolios (hereinafter referred as the "Trust"), at a price of $1.00 per share
for a total investment of $100 (hereinafter referred to as the "Shares"). In
connection with said subscription, the undersigned hereby represents that:
1. There is no present reason to anticipate any change in circumstances or any
other occasion or event which would cause the undersigned to sell or redeem the
Shares shortly after the purchase thereof.
2. There are no agreements or arrangements between the undersigned and the
Trust, or any of its officers, trustees, employees or its investment manager or
any affiliated persons thereof with respect to the resale, future distribution
or redemption of the Shares.
3. The sale of the Shares will only be made by redemption to the Portfolio and
not by a transfer to any third party.
4. The undersigned is aware that in issuing and selling these Shares, the Trust
is relying upon the aforementioned representations.
5. The undersigned is fully aware that the organization expenses of the
Portfolio, including the costs and expenses of registration of the Trust under
the Investment Company Act of 1940, are being charged to the operation of the
Portfolio over a period of five years commencing from the effective date of the
Trust's Registration Statement, and that in the event the undersigned redeems
any portion of these Shares during said amortization period, the undersigned
will reimburse the Portfolio for the pro rata share of the unamortized
organization expenses (by a reduction of the redemption proceeds) in the same
proportion as the number of shares being redeemed bear to the total number of
remaining initial Shares acquired by the undersigned hereunder.
FRANKLIN RESOURCES, INC.
Dated: July 22, 1992 By: /s/ Harmon E. Burns
Harmon E. Burns
Title: Executive Vice President
POWER OF ATTORNEY
The undersigned officers and trustees of THE MONEY MARKET PORTFOLIOS (the
"Registrant") hereby appoint HARMON E. BURNS, DEBORAH R. GATZEK, KAREN L.
SKIDMORE, LARRY L. GREENE, and MARK H. PLAFKER (with full power to each of them
to act alone) as their attorney-in-fact and agent, in all capacities, to
execute, and to file any of the documents referred to below relating to
Post-Effective Amendments to the Registrant's registration statement, or the
registration statements of other funds investing all or substantially all of
their assets in shares issued by the Registrant, on Form N-1A under the
Investment Company Act of 1940, as amended, and, in the case of a fund investing
all or substantially all of its assets in shares issued by the Registrant, the
Securities Act of 1933, covering the sale of shares of beneficial interest by
the Registrant or such other fund under prospectuses becoming effective after
the date hereof, including any amendment or amendments filed for the purpose of
updating the prospectus/or SAI, registering securities to be issued in
transactions permitted under the federal securities laws or increasing or
decreasing the amount of securities for which registration is being sought, with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority. Each of the undersigned grants to each of said
attorneys full authority to do every act necessary to be done in order to
effectuate the same as fully, to all intents and purposes as he could do if
personally present, thereby ratifying all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
The undersigned officers and trustees hereby execute this Power of
Attorney as of this 18th day of September 1995.
/S/ CHARLES E. JOHNSON /S/ CHARLES B. JOHNSON
Charles E. Johnson, Charles B. Johnson, Trustee
Principal Executive Officer
and Trustee
/S/ RUPERT H. JOHNSON, JR. /S/ FRANK H. ABBOTT, III
Rupert H. Johnson, Jr., Frank H. Abbott, III, Trustee
Trustee
/S/ HARRIS J. ASHTON /S/ S. JOSEPH FORTUNATO
Harris J. Ashton, Trustee S. Joseph Fortunato, Trustee
/S/ DAVID W. GARBELLANO /S/ FRANK W. T. LAHAYE
David W. Garbellano, Trustee Frank W. T. LaHaye, Trustee
/S/ GORDON S. MACKLIN /S/ MARTIN L. FLANAGAN
Gordon S. Macklin, Trustee Martin L. Flanagan,
Principal Financial Officer
/S/ DIOMEDES LOO-TAM
Diomedes Loo-Tam,
Principal Accounting Officer
CERTIFICATE OF SECRETARY
I, Deborah R. Gatzek, certify that I am Secretary of The Money Market
Portfolios (the "Trust").
As 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, on September 18, 1995.
RESOLVED, that a Power of Attorney, substantially in the form of
the Power of Attorney presented to this Board, appointing Harmon
E. Burns, Deborah R. Gatzek, Karen L. Skidmore, Larry L. Greene
and Mark H. Plafker 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/ Deborah R. Gatzek
Dated: September 18, 1995 Deborah R. Gatzek
Secretary
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE MONEY MARKET PORTFOLIOS JUNE 30, 1995 ANNUAL REPORT
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> THE MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 1,092,436,327
<INVESTMENTS-AT-VALUE> 1,092,436,327
<RECEIVABLES> 214,018,768
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,306,455,095
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 880,682
<TOTAL-LIABILITIES> 880,682
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,305,574,413
<SHARES-COMMON-STOCK> 1,305,574,413
<SHARES-COMMON-PRIOR> 219,189,223
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,305,574,413
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,765,165
<OTHER-INCOME> 0
<EXPENSES-NET> (1,824,088)
<NET-INVESTMENT-INCOME> 65,941,077
<REALIZED-GAINS-CURRENT> 1,356
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 65,942,433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (65,942,433)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,943,942,923
<NUMBER-OF-SHARES-REDEEMED> (2,923,489,920)
<SHARES-REINVESTED> 65,932,187
<NET-CHANGE-IN-ASSETS> 1,086,385,190
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (1,730,028)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1,824,088)
<AVERAGE-NET-ASSETS> 1,215,926,340
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.053
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.053)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.150
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE MONEY MARKET PORTFOLIOS JUNE 30, 1995 ANNUAL REPORT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 113,909,415
<INVESTMENTS-AT-VALUE> 113,909,415
<RECEIVABLES> 361,278,311
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 475,187,726
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 533,340
<TOTAL-LIABILITIES> 533,340
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 474,654,386
<SHARES-COMMON-STOCK> 474,654,386
<SHARES-COMMON-PRIOR> 218,548,065
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 474,654,386
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22,867,808
<OTHER-INCOME> 0
<EXPENSES-NET> (633,194)
<NET-INVESTMENT-INCOME> 22,234,614
<REALIZED-GAINS-CURRENT> 392
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 22,235,006
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (22,235,006)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,409,379,445
<NUMBER-OF-SHARES-REDEEMED> (2,175,508,395)
<SHARES-REINVESTED> 22,235,271
<NET-CHANGE-IN-ASSETS> 256,106,321
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (581,495)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (633,194)
<AVERAGE-NET-ASSETS> 423,262,887
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.052
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> (0.052)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.150
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
