As filed with the Securities and Exchange Commission on November 27, 2002.
1933 Act File No. 333-74188
1940 Act File No. 811-08271
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
----
Post-Effective Amendment No. /1/
---
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / 19 /
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FRANKLIN FLOATING RATE TRUST
----------------------------
(Exact Name of Registrant as Specified in Charter)
ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
----------------------------------------------
(Address of Principal Executive Office)
Registrant's Telephone Number, Including Area Code (650) 312-2000
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MURRAY L. SIMPSON, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
-----------------------------------------------------------------
(Name and Address of Agent for Service of Process)
With a copy to:
Merrill R. Steiner, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Approximate Date of Proposed Public offering: December 1, 2002
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan check
the following box. [x]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c) of the Securities Act
of 1933, or
as follows (the following boxes are included on the basis that the Registrant
makes repurchase offers under Rule 23c-3 under the Investment Company Act of
1940 and is making this filing in accordance with Rule 486 under the
Securities Act of 1933):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on December 1, 2002, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)
[ ] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[ ] This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is _________.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
Being Amount Being Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock
par value 100,000,000 $ 8.77 $877,000,000 $219,250(2)
$0.01 shares(1)
(1) Previously registered
(2) Calculated pursuant to Rule 457(d) based on the net asset value per
share of $8.77 as of November 27, 2001
-----------------------
Prospectus
Franklin Floating Rate Trust
DECEMBER 1, 2002
[Insert Franklin Templeton Investments logo]
Franklin Floating Rate Trust is a closed-end investment company. Its goal is to
provide as high a level of current income and preservation of capital as is
consistent with investment primarily in senior secured Corporate Loans and
Corporate Debt Securities with Floating Interest Rates. Franklin Advisers, Inc.,
the Fund's investment manager, uses its credit analysis to select Corporate
Loans and Corporate Debt Securities that are suitable investments for the Fund.
The Fund will invest at least 80% of its net assets in such loans or debt
securities that are rated B or higher by an NRSRO or, if unrated, determined to
be of comparable quality by the manager.
Please read this prospectus before investing, and keep it for future reference.
It contains important information, including how the Fund invests and the
services available to shareholders.
To learn more about the Fund and its policies, you may request a copy of the
Fund's Statement of Additional Information (SAI), dated December 1, 2002, which
we may amend from time to time.
We have filed the SAI with the SEC and have incorporated it by reference into
this prospectus.
For a free copy of the SAI or a larger print version of this prospectus, contact
your investment representative or call 1-800/DIAL BEN. The Table of Contents of
the SAI appears on page 63 of this prospectus.
COMMON SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND COMMON SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY OF THE U.S. GOVERNMENT. COMMON SHARES OF THE FUND INVOLVE INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The SEC has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The Fund may invest up to 100% of its portfolio in high yield, high risk,
lower-rated, debt securities. These entail Default and other risks greater than
those associated with higher-rated securities. You should carefully consider
these risks before investing in the Fund.
THIS PROSPECTUS IS NOT AN OFFERING OF THE COMMON SHARES HEREIN DESCRIBED IN ANY
STATE, JURISDICTION OR COUNTRY IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.
The Fund began offering its Common Shares and began investment operations
on October 10, 1997. The Fund engages in a continuous offering of Common
Shares. The Fund is authorized as a business trust to issue an unlimited
number of Common Shares and has registered 620,000,000 Common Shares.
Common Shares are offered at a price equal to the next determined Net
Asset Value per share, which, as of November 5, 2002, was $8.01 per share.
There is no front-end sales charge on purchases of Common Shares. An Early
Withdrawal Charge of 1% will be imposed on Common Shares that are held
less than eighteen months and that are accepted by the Fund for repurchase
in a Repurchase Offer. Certain waivers of this charge may apply. Please
see "Early Withdrawal Charge." The price of Common Shares will fluctuate,
depending upon the Fund's Net Asset Value per share.
The proceeds to the Fund of the offering of the 60,841,150 Common Shares
previously registered and not issued or distributed are estimated at
$487,337,611 and, subject to expenses of issuance and distribution/1 and any
repurchases, will be invested by the Fund over the course of the continuous
offering.
----------
1. The expenses of issuance and distribution for such Common Shares are
estimated at $2,790,256 which includes, in addition to other expenses, $37,800
for government and self-regulatory organization filing fees and $2,720,672 for
accounting and transfer agent fees.
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Distributors will pay from its own or its affiliates' assets all sales
commissions to selected Securities Dealers for sales of Common Shares.
Consequently, sales commissions do not reduce the proceeds of the offering
available to the Fund for investment. No market currently exists for Common
Shares. It is not currently anticipated that a secondary market will develop for
Common Shares. The Fund, the manager and Distributors do not intend to make a
secondary market in Common Shares or to list Common Shares on any securities
exchange or for quotation on any over-the-counter market. Common Shares are not
readily marketable. As a consequence, you should consider Common Shares to be an
illiquid investment. This means that you may not be able to freely sell your
Common Shares.
To provide shareholders a means to sell their Common Shares at Net Asset Value,
the Fund will make quarterly Repurchase Offers to repurchase Common Shares from
shareholders. Each Repurchase Offer will be for a specified percentage (between
5% and 25%) of the Fund's outstanding Common Shares set by the Fund's Board.
Common Shares will be repurchased at the Net Asset Value determined as of the
close of business (1:00 p.m., Pacific time) on the day the Repurchase Offer ends
or within a maximum of fourteen days after the Repurchase Offer ends as
described in "Periodic Offers By the Fund to Repurchase Common Shares From
Shareholders." Each Repurchase Offer will last for a period between six weeks
and three weeks. The Fund will send to its shareholders a written notification
about each Repurchase Offer at the beginning of the Repurchase Offer. A
Repurchase Offer is expected to conclude near the end of every three months
after the end of December 2002. Please see "Periodic Offers By the Fund to
Repurchase Common Shares From Shareholders."
TABLE OF CONTENTS
Expense Summary........................................ 2
Financial Highlights................................... 4
Information About the Fund............................. 6
Use of Proceeds from Sales of Common Shares............ 7
Investment Goal and Policies........................... 7
What Kinds of Securities Does the Fund Purchase?....... 8
Other Investment Policies.............................. 21
What Are the Risks of Investing in the Fund?........... 23
Who Manages the Fund?.................................. 31
Portfolio Transactions by the Fund..................... 33
Investment Performance Information..................... 34
How to Buy Common Shares............................... 34
Periodic Offers by the Fund to
Repurchase Common Shares from Shareholders............. 39
Early Withdrawal Charge................................ 44
Exchanges.............................................. 46
Dividends and Distributions to Shareholders............ 48
How Taxation Affects the Fund and Its Shareholders..... 50
Description of Common Shares........................... 52
Transaction Procedures and Special Requirements........ 55
Services to Help You Manage Your Account............... 58
What If I Have Questions About My Account?............. 62
Additional General Information......................... 62
Table of Contents of
Statement of Additional Information.................... 63
Useful Terms and Definitions........................... 63
APPENDIX
Description of Ratings................................. 67
FRANKLIN
FLOATING RATE
TRUST
December 1, 2002
When reading this prospectus, you will see certain terms beginning with capital
letters. This means the term is explained in our Useful Terms and Definitions
section at the end of the prospectus.
One Franklin Parkway
P.O. Box 7777
San Mateo
CA 94403
1-800/DIAL BEN(R)
EXPENSE SUMMARY
This table is designed to help you understand the costs of investing in the
Fund. It is based on the Fund's historical expenses for the fiscal year ended
July 31, 2002. The Fund's actual expenses may vary.
A. SHAREHOLDER TRANSACTION EXPENSES/1
Sales load (as a percentage of offering price)............. None
Dividend reinvestment and cash purchase plan fees.......... None
Early Withdrawal Charge imposed on repurchase of
Common Shares held less than eighteen months
(as a percentage of tender proceeds exclusive of all
reinvestments and capital appreciation in the account)..... 1.00%/2
B. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE
TO COMMON SHARES)
Management fees............................................ 0.80%/3
Other expenses............................................. 0.54%
Total annual Fund operating expenses ...................... 1.34%/3
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Management fee reduction................................... -0.02%/3
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Net annual Fund operating expenses ........................ 1.32%/3
-=======
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1. If your transaction is processed through your Securities Dealer, you may be
charged a fee by your Securities Dealer for this service.
2. An Early Withdrawal Charge of 1% may apply to purchases of Common Shares if
you sell the Common Shares within eighteen months. See "Early Withdrawal
Charge."
3. The manager had agreed in advance to reduce its fee to reflect reduced
services resulting from the Fund's investment in a Franklin Templeton money
fund. This reduction is required by the Fund's Board and an exemptive order by
the Securities and Exchange Commission.
----------
C. EXAMPLE
Assume the Fund's annual return is 5%, operating expenses are as described
above, and you sell your Common Shares after the number of years shown.
These are projected amounts you would pay for each $1,000 that you invest in
Common Shares.
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------
Assuming no tender of
Common Shares for
repurchase by the Fund........$134 $418 $723 $1,590
Assuming tender and
repurchase of Common
Shares by the Fund on
last day of period and,
for the one-year period,
imposition of the
Early Withdrawal Charge.......$237
THIS IS JUST AN EXAMPLE. IT DOES NOT REPRESENT PAST OR FUTURE EXPENSES OR
RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
The Fund pays its operating expenses. The effects of these expenses are
reflected in its Net Asset Value or dividends and are not directly charged
to your account.
FINANCIAL HIGHLIGHTS
This table presents the Fund's financial performance since its inception.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have earned
or lost on an investment in the Fund assuming reinvestment of dividends and
capital gains. This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request. The audit report covering the
period shown below is incorporated by reference in the SAI and appears in the
Fund's Annual Report to Shareholders for the fiscal year ended July 31, 2002.
YEAR ENDED JULY 31,
------------------------------------------------------------------------------
2002 2001 2000 1999 1998/1
------------------------------------------------------------------------------
PER SHARE DATA ($)
Net asset value, 9.24 9.85 9.98 10.04 10.00
beginning of year ----------------------------------------------------------
Net investment
income .568/4 .875 .839 .700 .482
Net realized and
unrealized (.927)/4 (.606) (.130) (.060) .040
gains (losses) ----------------------------------------------------------
Total from
investment (.359) .269 .709 .640 .522
operations ----------------------------------------------------------
Distributions
from net (.581) (.879) (.839) (.700) (.482)
investment income ----------------------------------------------------------
Net asset value, 8.30 9.24 9.85 9.98 10.04
end of year ----------------------------------------------------------
Total return (%)/2 (3.95) 2.80 7.39 6.62 5.33
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
year ($ x 1,000) 1,779,930 2,832,188 2,541,497 1,106,363 168,537
Ratios to average
net assets:(%)
Expenses 1.32 1.36 1.35 1.39 1.32/3
Expenses
excluding waiver
and payments by
affiliate 1.32 1.36 1.35 1.41 1.76/3
Net investment
income 6.58/4 9.07 8.51 6.93 6.06/3
Portfolio turnover
rate (%) 62.21 84.15 66.27 63.29 45.32
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1. October 10, 1997 (effective date) to July 31, 1998.
2. Total return does not reflect the Early Withdrawal Charge and is not
annualized.
3. Annualized.
4. The AICPA Audit and Accounting Guide of Investment Companies, was implemented
resulting in a change of $(.008) and $.008 to the net investment income and net
realized and unrealized losses per share, respectively, and a decrease of .07%
to the ratio of net investment income to average net assets for the year ended
July 31, 2002.
----------
INFORMATION ABOUT THE FUND
THE FUND The Fund is a closed-end management investment company. It was
organized as a Delaware business trust on May 20, 1997, and is registered with
the SEC. The Fund's principal business is investing its assets by purchasing and
selling securities on an ongoing basis, as described in this prospectus. The
Fund does not issue redeemable shares (shares that you may redeem at any time).
See "Periodic Offers by the Fund to Repurchase Commons Shares from
Shareholders."
CONTINUOUS OFFERING The Fund began offering its Common Shares on October 10,
1997. The Fund engages in a continuous offering of Common Shares, at a price
equal to the Net Asset Value per share next determined after a purchase order is
received. No front-end sales charge is imposed on Common Shares.
The Fund is designed primarily for long-term investors. It should not be
considered a vehicle for short-term trading purposes, given its lack of a
secondary market and its Early Withdrawal Charge. See "Early Withdrawal Charge."
The minimum initial purchase of Common Shares is $1,000 and the minimum
subsequent investment is $50. The Fund reserves the right to waive or modify the
minimum investment requirements at any time. Any purchase order may be rejected
by Distributors or the Fund. Distributors or the Fund also may suspend the
continuous offering of Common Shares at any time.
PERIODIC OFFERS TO REPURCHASE COMMON SHARES FROM SHAREHOLDERS The Fund does not
intend to list Common Shares on any securities exchange or arrange for their
quotation on any over-the-counter market. Because no secondary market currently
exists for Common Shares and is not likely to develop, Common shares are not
readily marketable and the Fund has adopted a fundamental policy to offer each
quarter to repurchase a portion of the Common Shares outstanding. In response to
each Repurchase offer, shareholders may choose to tender their Common Shares to
the Fund for repurchase. Repurchase Offers occur at a price per share equal to
the Net Asset Value per share of the Common Shares determined as of the close of
business (1:00 p.m. Pacific time) on the day the Repurchase Offer ends or within
a period of fourteen days after the Repurchase Offer ends. Each Repurchase Offer
will last for a period between six weeks and three weeks. Shareholders will be
notified in writing at the beginning of each Repurchase Offer.
Common Shares that have been held for less than eighteen months and that are
repurchased by the Fund in a Repurchase Offer will be subject to an Early
Withdrawal Charge of 1%. The Early Withdrawal Charge will be imposed against the
lesser of the then current Net Asset Value or the original purchase price of the
tendered Common Shares. Certain waivers of this charge may apply.
Under certain limited circumstances, the Fund may suspend or postpone a
quarterly Repurchase Offer for the repurchase of Common Shares from the Fund's
shareholders. (The Fund must meet certain regulatory requirements and must give
notice to shareholders in order to suspend or postpone a Repurchase Offer.) In
that event, shareholders will likely be unable to sell their Common Shares. The
Fund, the manager and Distributors are prohibited from making a market in Common
Shares as long as the Fund continues to publicly offer Common Shares.
INVESTMENT MANAGER Franklin Advisers, Inc. manages the Fund's assets and makes
all investment decisions. The manager provides similar services to other funds.
The manager is wholly owned by Resources, a publicly owned company engaged in
the financial services industry through its subsidiaries. Together, the manager
and its affiliates manage over $247 billion in assets.
See "Who Manages the Fund?"
DISTRIBUTIONS The Fund declares daily and pays monthly dividends from the Fund's
net investment income. Capital gains, if any, will be distributed annually,
usually in December. Dividend payments are not guaranteed, are subject to the
Board's discretion and may vary with each payment. THE FUND DOES NOT PAY
"INTEREST" OR GUARANTEE ANY FIXED RATE OF RETURN ON AN INVESTMENT IN THE FUND.
You may elect to have distributions automatically reinvested in additional
Common Shares. See "Dividends and Distributions to Shareholders" and "How
Taxation Affects the Fund and Its Shareholders."
USE OF PROCEEDS FROM SALES OF COMMON SHARES
The net proceeds from the sale of Common Shares are invested in accordance with
the Fund's investment goal and policies as soon as practicable. The Fund's
immediate ability to pursue its investment goal will depend on economic and
market conditions, including the availability of Corporate Loans and Corporate
Debt Securities. If the manager determines that market conditions are not
favorable, the manager will initially invest the proceeds in short-term debt
obligations or instruments that the Fund may normally purchase. Investments in
these short-term investments may reduce the Fund's yield.
INVESTMENT GOAL AND POLICIES
The Fund's investment goal is to provide as high a level of current income and
preservation of capital as is consistent with investment primarily in senior
secured Corporate Loans and Corporate Debt Securities with Floating Interest
Rates. This is a fundamental policy of the Fund. This means that it may not be
changed without a vote of a majority of the outstanding shares of the Fund.
There can be no assurance that the investment goal of the Fund will be achieved.
WHAT KINDS OF SECURITIES DOES THE FUND PURCHASE?
The manager uses its credit analysis to select Corporate Loans and Corporate
Debt Securities that are suitable for investment by the Fund. Under normal
market conditions, the Fund will invest at least 80% of its net assets in
Corporate Loans and Corporate Debt Securities made to, or issued by, Borrowers
that are U.S. companies, foreign borrowers and U.S. subsidiaries of foreign
borrowers and that have Floating Interest Rates. Shareholders will be given 60
day's advance notice of any change to this policy.
Floating Interest Rates are: (i) variable rates which adjust to a base rate,
such as LIBOR or the CD Rate on set dates, typically every 30 days but not to
exceed one year; (ii) interest rates that vary at a set margin above a generally
recognized base lending interest such as the Prime Rate of a designated U.S.
bank; or (iii) one of the foregoing interest rates and are convertible to fixed
rate instruments. Upon conversion of any such loans or securities to fixed rate
instruments, the Fund will as promptly as is reasonable rebalance its
investments to meet the 80% level described above.
The Fund intends to invest the net proceeds from the sale of Common Shares in
accordance with the Fund's investment goal and policies as soon as practicable,
based on market conditions, as described above. During periods when the Fund is
experiencing a large inflow of assets, there is a risk that the assets may not
be promptly and effectively invested and the Fund may not meet the 80% level. It
also may not meet the 80% level during temporary defensive periods when the
manager believes that suitable Corporate Loans and Corporate Debt Securities are
not available or prevailing market or economic conditions warrant.
ABOUT CORPORATE LOANS AND CORPORATE DEBT SECURITIES
Corporate Loans are loans made to corporations. In return, the corporation pays
interest and principal to the Lenders. Corporate Loans also include
Participation Interests in Corporate Loans or Assignments of Corporate Loans, as
more fully described below. Corporate Debt Securities are investments by
securityholders in obligations issued by corporations. In exchange for their
investment in the corporation, securityholders receive income from the
corporation and the return of their investments in the corporation, as more
fully described below. Before the Fund invests in a Corporate Loan or Corporate
Debt Security, the manager will analyze the likelihood that the Borrower can and
will make the required payments on the Corporate Loan or Corporate Debt
Security.
A Corporate Loan in which the Fund may invest typically is structured by a group
of Lenders. This means that the Lenders participate in the negotiations with the
Borrower and in the drafting of the terms of the Corporate Loan. The group of
Lenders often consists of commercial banks, thrift institutions, insurance
companies, finance companies or other financial institutions. The Fund will not
act as the sole negotiator or sole originator for a Corporate Loan. One or more
of the Lenders usually administers the Loan on behalf of all the Lenders. This
Lender is referred to as the Agent Bank. For more information about the
activities of an Agent Bank, see "Description of Participation Interests and
Assignments."
Corporate Debt Securities typically are in the form of notes or bonds. They may
be issued in a public or private offering in the securities markets. Corporate
Debt Securities will have terms similar to Corporate Loans, but will not be in
the form of Participation Interests or Assignments. Unlike Corporate Loans,
Corporate Debt Securities often are part of a large issue of securities that are
held by a large group of investors.
A significant portion of the Fund's Corporate Loans and Corporate Debt
Securities (which may be as much as 100% of the Fund's total assets) may be
issued in highly leveraged transactions. Such Corporate Loans and Corporate Debt
Securities are subject to greater credit risks, including, but not limited to,
the default or bankruptcy of the borrower.
SENIOR LOANS In most instances, the Corporate Loans and Corporate Debt
Securities will hold the most senior position in the capitalization structure of
the corporation. This means that, in case the corporation becomes insolvent, the
Lenders or securityholders will be paid before other creditors of the
corporation from the assets of the corporation.
SECURED LOANS The Corporate Loans and Corporate Debt Securities will, in most
instances, be secured by collateral, which has been pledged by the corporation
to the Lenders or securityholders. This means that the corporation has entered
into a written promise to deliver, or has actually delivered, to the Lenders or
securityholders property that will legally become the property of the Lenders or
securityholders in case the corporation Defaults in paying interest or
principal.
The terms of each secured Corporate Loan and Corporate Debt Security require
that collateral have a fair market value at least equal to 100% of the amount of
such Corporate Loan or Corporate Debt Security. The manager generally will
determine the value of the collateral by customary valuation techniques that it
considers appropriate. However, the value of the collateral may decline
following the Fund's investment. Also, collateral may be difficult to sell and
there are other risks which may cause the collateral to be insufficient in the
event of a Default. Consequently, the Fund might not receive payments to which
it is entitled.
The collateral may consist of various types of assets or interests including
intangible assets. It may include working capital assets, such as accounts
receivable or inventory, or tangible fixed assets, such as real property,
buildings and equipment. It may include intangible assets, such as trademarks,
copyrights and patent rights, or security interests in securities of
subsidiaries or affiliates. The company's owners may provide additional
security.
THREE FORMS OF CORPORATE LOANS The Fund may invest in a Corporate Loan in one of
three ways. It may make a direct investment in the Corporate Loan by
participating as one of the Lenders. It may purchase a Participation Interest or
it may purchase an Assignment. Participation Interests are interests issued by a
Lender or other financial institution which represent a fractional interest in a
Corporate Loan. The Fund may acquire Participation Interests from a Lender or
other holders of Participation Interests. Holders of Participation Interests are
referred to as Participants. An Assignment represents a portion of a Corporate
Loan previously attributable to a different Lender. Unlike a Participation
Interest, the Fund will generally become a Lender for the purposes of the
relevant loan agreement by purchasing an Assignment.
It can be advantageous to the Fund to make a direct investment in a Corporate
Loan as one of the Lenders. Such an investment is typically made at par. This
means that the Fund receives a return at the full interest rate for the
Corporate Loan. On the other hand, when the Fund invests in a Participation
Interest or an Assignment, it will normally pay a fee or forego a portion of the
interest payment. Consequently, the Fund's return on such an investment may be
lower than it would have been if the Fund had made a direct investment in the
underlying Corporate Loan. However, the Fund may be able to invest in Corporate
Loans only through Participation Interests or Assignments at certain times when
reduced direct investment opportunities in Corporate Loans may exist.
If the Fund purchases an Assignment from a Lender, the Fund will generally have
direct contractual rights against the Borrower in favor of the Lenders. On the
other hand, if the Fund purchases a Participation Interest either from a Lender
or a Participant, the Fund typically will have established a direct contractual
relationship with the seller of the Participation Interest, but not with the
Borrower. Consequently, the Fund is subject to the credit risk of the Lender or
Participant who sold the Participation Interest to the Fund, in addition to the
usual credit risk of the Borrower. Therefore, when the Fund invests in Corporate
Loans through the purchase of Participation Interests, the manager must consider
the creditworthiness of the Agent Bank and any Lenders and Participants
interposed between the Fund and a Borrower. These parties are referred to as
Intermediate Participants. At the time of investment, the Intermediate
Participant's outstanding debt obligations must be investment grade. That is,
they must be rated in the four highest rating categories assigned by an NRSRO,
such as BBB, A-3 or higher by S&P or Baa, P-3 or higher by Moody's. If unrated,
the manager must determine that the Participant's obligations are of comparable
quality.
RATINGS The Fund's investments may be either unrated or rated by one or more
NRSROs, which are independent rating organizations such as S&P or Moody's. These
organizations rate obligations by grading the company issuing the obligations
based upon its financial soundness. A list of the ratings categories of S&P and
Moody's is presented in the Appendix. Generally, the lower the rating category,
the more risky is the investment. If the Fund is going to invest in an
obligation that is unrated, the manager will determine its quality. The
Corporate Loans and Corporate Debt Securities in which the Fund invests
generally are currently not rated by any NRSRO.
The Fund will invest at least 65% of its total assets in Corporate Loans and
Corporate Debt Securities that are rated B or higher by an NRSRO or, if unrated,
determined to be of comparable quality by the manager. The Fund may invest up to
35% of its total assets in Corporate Loans and Corporate Debt Securities that
are rated less than B by an NRSRO or, if unrated, determined to be of comparable
quality by the manager. However, the Fund will make such an investment only
after the manager determines that the investment is suitable for the Fund based
on the manager's independent credit analysis. Generally, this means that the
manager has determined that the likelihood that the corporation will meet its
obligations is acceptable.
Based on the criteria above, the Fund may invest up to 100% of its portfolio in
Corporate Loans or Corporate Debt Securities, which may be high yield, high
risk, debt securities which are rated less than investment grade (i.e. less than
BBB). These entail Default and other risks greater than those associated with
higher-rated securities. Generally, the lower the rating category, the more
risky is the investment. Unsecured debt securities rated BBB or lower by S&P or
Moody's are considered to be high yield, high risk investments, commonly known
as "junk bonds." However, the Corporate Loans and Corporate Debt Securities in
which the Fund primarily invests are not junk bonds. They have features that
junk bonds generally do not have. Corporate Loans and Corporate Debt Securities
are senior obligations of the Borrower and are secured by collateral. They
generally are subject to certain restrictive covenants in favor of the Lenders
or securityholders that invest in the Corporate Loans or Corporate Debt
Securities. For more information about restrictive covenants, see the section in
the SAI entitled "How Does the Fund Invest Its Assets? - Restrictive Covenants."
You should carefully assess the risks associated with an investment in the Fund
in light of the securities in which the Fund invests.
OTHER DEBT OBLIGATIONS Under normal market conditions, the Fund may invest up to
20% of its net assets in certain other types of debt obligations, as described
below, or in cash. The Fund may invest in Unsecured Corporate Loans and
Unsecured Corporate Debt Securities. This means that the Corporate Loans and
Corporate Debt Securities are not backed by collateral. These loans and
securities also may not be as senior in priority among creditor's of the
Borrower. Thus, if a Borrower Defaults on an Unsecured Corporate Loan or
Unsecured Corporate Debt Security, it is unlikely that the Fund would be able to
recover the full amount of the principal and interest due. The manager will
determine that the Borrowers in such transactions are creditworthy, under the
same analysis that the manager uses for secured Corporate Loans and Corporate
Debt Securities.
The Fund also may invest in secured or unsecured short-term debt obligations.
These include U.S. government securities, U.S. government agency securities
(some of which may not be backed by the full faith and credit of the United
States), bank money market instruments (such as CDs), corporate and commercial
obligations (such as commercial paper, bankers' acceptances and medium-term
notes) and repurchase agreements. These short-term debt obligations will be
rated within the four highest rating categories assigned by an NRSRO, or, if
unrated, determined to be of comparable quality by the manager.
None of these short-term debt obligations are required to be backed by
collateral. However, short-term debt obligations purchased by the Fund will be
(or counterparties associated therewith will be) investment grade. This means
that they will be rated Baa, P-3 or higher by Moody's or BBB, A-3 or higher by
S&P or, if unrated, determined to be of comparable quality by the manager. The
Fund also may invest in fixed rate obligations of U.S. companies, foreign
companies or U.S. subsidiaries of foreign companies. The manager will determine
that the companies issuing these obligations are creditworthy. When the Fund
invests in fixed rate obligations, it also may enter into an interest rate swap
in order to limit the exposure of such obligations against fluctuations in
interest rates.
Securities rated Baa, BBB, P-3 or A-3 are considered to have adequate capacity
for payment of principal and interest, but are more susceptible to adverse
economic conditions than higher rated securities and, in the case of securities
rated BBB or Baa (or comparable unrated securities), have speculative
characteristics. Such securities (other than Corporate Loans and Corporate Debt
Securities), secured and unsecured short-term debt obligations described above,
and cash, cash equivalents or other high quality short-term investments will not
exceed 20% of the Fund's total assets except (i) during interim periods when
investment of the net proceeds of public sales of the Common Shares is pending,
(ii) pending reinvestment of proceeds of the sale of a security held by the
Fund, and (iii) during temporary defensive periods when, in the opinion of the
manager, suitable Corporate Loans and Corporate Debt Securities are not
available, prevailing market or economic conditions warrant, or (iv) to maintain
liquidity as required for Repurchase Offers. Investments in Unsecured Corporate
Loans and Unsecured Corporate Debt Securities will be made on the same basis as
investments in Corporate Loans and Corporate Debt Securities as described
herein, except with respect to collateral and seniority requirements. During
temporary defensive periods, the manager may also invest the Fund's assets in
shares of one or more money market funds managed by the manager or its
affiliates, to the extent allowed by exemptions granted under the 1940 Act. In
the circumstance of temporary defensive investments, the Fund may be unable to
achieve its investment goals.
INTEREST RATE FLUCTUATIONS In general, the Net Asset Value of the shares of an
investment company, like the Fund, that invests primarily in fixed-income
securities changes as the general level of interest rates fluctuates. Because
the Fund will invest primarily in Corporate Loans and Corporate Debt Securities
with Floating Interest Rates and, to a lesser extent, short-term fixed-rate
instruments, the manager expects the value of Common Shares to fluctuate less as
a result of interest rate changes than would a portfolio of medium or long-term
fixed-rate obligations.
However, some Floating Interest Rates reset only periodically. This means that
there are periods during which the interest rate does not change. During such
periods, prevailing interest rates and the interest rates on some obligations
with Floating Interest Rates held by the Fund (including the variable interest
rates on nominal amounts in the Fund's interest rate swap transactions) will not
move precisely in the same direction or amount, i.e., there will be an imperfect
correlation between these rates. These imperfect correlations may cause the Net
Asset Value of Common Shares to fluctuate. Also, a decline in the Net Asset
Value could result from a Borrower Defaulting on a Corporate Loan or Corporate
Debt Security and from changes in the creditworthiness of a Borrower. In the
case of Corporate Loans, a decline in the Net Asset Value also may result from
changes in the creditworthiness of Intermediate Participants interposed between
the Fund and the Borrowers.
DESCRIPTION OF FLOATING INTEREST RATES The rate of interest payable on Corporate
Loans or Corporate Debt Securities with Floating Interest Rates is established
as the sum of a base lending rate plus a specified margin. These base lending
rates generally are LIBOR, the Prime Rate of a designated U.S. bank, the CD
Rate, or another base lending rate used by lenders loaning money to companies,
so-called commercial lenders. The interest rate on Prime Rate-based Corporate
Loans and Corporate Debt Securities floats daily as the Prime Rate changes,
while the interest rate on LIBOR-based and CD-based Corporate Loans and
Corporate Debt Securities is reset periodically, typically at regular intervals
ranging between 30 days and one year.
Certain of the Floating Interest Rate Corporate Loans and Corporate Debt
Securities in which the Fund will invest may permit the Borrower to select an
interest rate reset period of up to one year. A portion of the Fund's
investments may consist of Corporate Loans with interest rates that are fixed
for the term of the loan. Investment in Corporate Loans and Corporate Debt
Securities with longer interest rate reset periods or fixed interest rates may
increase fluctuations in the Fund's Net Asset Value as a result of changes in
interest rates. The Fund may attempt to limit the exposure of its fixed rate
Corporate Loans and Corporate Debt Securities against fluctuations in interest
rates by entering into interest rate swap transactions. The Fund also will
attempt to maintain a portfolio of Corporate Loans and Corporate Debt Securities
that will have a dollar weighted average period to the next interest rate
adjustment of no more than 90 days.
Borrowers have increasingly selected the LIBOR-based pricing option, resulting
in a yield on Corporate Loans and Corporate Debt Securities that is consistently
lower than the yield available from the Prime Rate-based pricing option. This
trend will significantly limit the ability of the Fund to achieve a net return
to shareholders that consistently approximates the average published Prime Rate
of leading U.S. banks. For more information about this trend, see the section in
the SAI entitled "How Does the Fund Invest Its Assets? - Description of Floating
or Variable Interest Rates."
THE FUND'S NON-DIVERSIFIED CLASSIFICATION The Fund is non-diversified under the
1940 Act. This means that there is no limit on the amount of assets that the
Fund may invest in the securities of any one issuer. However, under the Code,
the Fund will limit its investments so that, at the close of each quarter of its
taxable year: (i) not more than 25% of its total assets will be invested in the
securities (including Corporate Loans but excluding U.S. government securities
or the securities of other regulated investment companies) of a single issuer,
and (ii) with respect to 50% of its total assets, not more than 5% of the Fund's
assets will be invested in the securities of any one issuer and will not consist
of more than 10% of any single issuer's outstanding voting securities.
For purposes of the diversification requirements, the Fund regards the issuer of
a Corporate Loan in which the Fund may invest to include both the Borrower
involved in a Corporate Loan and the Agent Bank that administers the Corporate
Loan. In addition, it also includes any Intermediate Participants
interpositioned between the Lender and the Fund with respect to a Participation
Interest.
Since the Fund may invest a large portion of its assets in the obligations of a
limited number of issuers, the value of Common Shares may fluctuate more widely,
and the Fund may present greater risk, than other investments. Also, the Fund
may be more susceptible than a more widely diversified fund to any single
economic, political or regulatory event. However, the Fund does not currently
intend to invest more than 10% of its assets in the obligations of any single
Borrower.
HIGHLY LEVERAGED TRANSACTIONS The Corporate Loans and Corporate Debt Securities
in which the Fund invests primarily consist of capital restructurings. This
means that a Borrower has undertaken the obligations in order to finance the
growth of the Borrower's business through product development or marketing, or
to finance changes in the way the Borrower utilizes its assets and invested or
borrowed financial resources. Corporate Loans and Corporate Debt Securities also
may include senior obligations of a Borrower issued in connection with a
restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code, provided that
such senior obligations are determined by the manager upon its credit analysis
to be a suitable investment by the Fund.
A significant portion of such Corporate Loans and Corporate Debt Securities
(which may be as much as 100% of the Fund's total assets) may be issued in
highly leveraged transactions. This means that the Borrower is assuming large
amounts of debt in order to have large amounts of financial resources to attempt
to achieve its business objectives. Such business objectives may include:
management's taking over control of a company (leveraged buyout); reorganizing
the assets and liabilities of a company (leveraged recapitalization); or
acquiring another company. Such Corporate Loans and Corporate Debt Securities
present special risks. See "What Are the Risks of Investing in the Fund? -
Credit Risk" and " - Collateral Impairment."
Such Corporate Loans may be structured to include both term loans, which are
generally fully funded at the time of the Fund's investment, and revolving
credit facilities, which would require the Fund to make additional investments
in the Corporate Loans as required under the terms of the credit facility at the
Borrower's demand. Such Corporate Loans also may include receivables purchase
facilities, which are similar to revolving credit facilities secured by a
Borrower's receivables.
The Fund will set aside in a separate account with its custodian bank amounts
that are earmarked to meet such future obligations. These amounts will be
invested in high quality, short-term, liquid instruments. Because the Fund will
maintain sufficient amounts in separate accounts for such contingent
obligations, the manager believes that such obligations do not constitute senior
securities under the 1940 Act as interpreted by the SEC. The Fund will not
invest in Corporate Loans that would require the Fund to make future advances
that exceed in the aggregate for all such Corporate Loans 20% of the Fund's
total assets. The Fund also will not invest in Corporate Loans that would cause
the Fund to fail to meet the diversification requirements previously described.
FOREIGN BORROWERS The Fund may invest in Corporate Loans and Corporate Debt
Securities which are made to, or issued by, foreign Borrowers and U.S.
subsidiaries of foreign Borrowers. For purposes of this prospectus, Corporate
Loans and Corporate Debt Securities of foreign Borrowers include such loans or
debt securities that have one or more of the following characteristics: (1) the
principal trading market of the loan or security is in a foreign country; (2) at
least 50% of the revenue of the Borrower is generated from goods produced or
sold, investments made, or services performed in a foreign country; (3) the
Borrower is organized under the laws of a foreign country; or (4) at least 50%
of the assets of the Borrower are situated in a foreign country. The Fund
normally invests primarily in U.S. Borrowers, but may invest up to 35% of its
assets in foreign Borrowers in developed foreign countries. The Fund may from
time to time invest in foreign Borrowers in emerging market countries, but
currently does not intend to invest more than 15% of its assets in foreign
Borrowers in emerging market countries. The Fund considers a country to be an
emerging market country if it is defined as a country with an emerging or
developing economy by any one of the following: the International Bank for
Reconstruction and Development (commonly known as the World Bank), the
International Finance Corporation, or the United Nations or its agencies or
authorities.
The manager will evaluate the creditworthiness of and the Fund will invest in
Corporate Loans and Corporate Debt Securities of foreign Borrowers and U.S.
subsidiaries of foreign Borrowers, by using the same analysis as it uses for
U.S. Borrowers, and provided that the loans and securities are U.S.
dollar-denominated, or the Fund uses a foreign currency swap for payments in
U.S. dollars. U.S. dollar-denominated loans and securities are loans and
securities for which the Fund pays in U.S. dollars and the Borrower pays
principal, interest, dividends or distributions in U.S. dollars. The Fund may
invest in a Corporate Loan or Corporate Debt Security that is not denominated
in U.S. dollars if the Fund arranges for payments in U.S. dollars by entering
into a foreign currency swap. For more information about foreign currency
swaps, see the section in the SAI entitled "Foreign Currency Swaps."
Loans to, and securities issued by, foreign Borrowers and U.S. subsidiaries
of foreign Borrowers may involve risks not typically involved in domestic
investments and loans to, and securities issued by, foreign Borrowers and
U.S. subsidiaries of foreign Borrowers in emerging market countries involve
additional risks. See "What Are the Risks of Investing in the Fund? - Foreign
Investments."
THE MANAGER'S CREDIT ANALYSIS The manager generally will determine the value of
the collateral backing a Corporate Loan or Corporate Debt Security by customary
valuation techniques that it considers appropriate. Such valuation techniques
may include reference to financial statements of the Borrower, independent
appraisal, or obtaining the market value of such collateral (e.g., cash or
securities) if it is readily ascertainable. The value assigned to the collateral
by the manager may be higher than the value at which the Borrower values the
collateral on the Borrower's books. The Agent Bank may rely on independent
appraisals as to the value of specific collateral. The Agent Bank, however, may
not obtain an independent appraisal in all cases. However, there are risks that
the collateral may not be sufficient in the event that a Borrower or issuer
Defaults in paying interest or principal. See "What Are the Risks of Investing
in the Fund? - Collateral Impairment."
The collateral may consist of various types of assets or interests. It may
include working capital assets, such as accounts receivable or inventory.
Inventory is the goods a company has in stock, including finished goods, goods
in the process of being manufactured and the supplies used in the process of
manufacturing. Accounts receivable are the monies due to a company for
merchandise or securities that it has sold, or for the services it has provided.
It also may include tangible fixed assets, such as real property, buildings and
equipment or intangible assets, such as trademarks, copyrights and patent
rights, or securities of subsidiaries or affiliates. Where the Borrower is a
privately held company, the company's owners may provide additional security.
They may do this by giving personal guarantees of performance or by agreeing to
transfer other securities that they own to the Lenders in the event that the
obligations are not repaid. In addition, the Fund may invest in Corporate Loans
which are fully collateralized by assets of such shareholders or owners, rather
than by assets of the Borrower. However, such guarantees will be fully secured.
The Fund will generally invest in a Corporate Loan or Corporate Debt Security
only if the manager judges that the Borrower can meet the scheduled payments on
the obligation. See "What Are the Risks of Investing in the Fund? - Credit Risk"
for circumstances where the Fund may acquire loans in default. In addition, the
manager will consider other factors it believes are appropriate to the analysis
of the Borrower and the Corporate Loan or Corporate Debt Security. Such factors
may include financial ratios of the Borrower, such as the Interest Coverage
Ratio and Leverage Ratio. The manager also will consider the nature of the
industry in which the Borrower is engaged, the nature of the Borrower's assets
and the general quality of the Borrower. The manager considers developing
political, diplomatic, regulatory and operational impacts on the nature of the
industry and economy in which the Borrower is engaged, especially in light of
the rapid world developments after the terrorism actions in September 2001.
Particularly, with respect to foreign Borrowers and U.S. subsidiaries of foreign
Borrowers, the manager considers the nature of the non-U.S. countries, economies
and markets in which the foreign Borrower is located and operates, which
includes the impact on the creditworthiness of the Borrower of political,
diplomatic, legal, regulatory and operational aspects of, and developments in,
such non-U.S. countries, including the risks or impact of war, regional
conflicts or terrorism. These factors are extremely difficult, if not
impossible, to predict and, consequently, the manager may be unable to assess
effectively any adverse impact on the creditworthiness of Borrowers arising from
such factors. See "What Are the Risks of Investing in the Fund - Foreign
Investments" for a description of such factors. The Board will review and
approve factors used by the manager. The Corporate Loans and Corporate Debt
Securities in which the Fund invests generally are not rated by an NRSRO.
When the manager selects Corporate Loans and Corporate Debt Securities for
investment by the Fund, it primarily considers the creditworthiness of the
Borrower. The manager will not base its selection upon the quality ratings of
other debt obligations of a Borrower. These other debt obligations are often
subordinated to the Corporate Loans or Corporate Debt Securities. Instead, the
manager will perform its own independent credit analysis of the Borrower, and of
the collateral structure for the Corporate Loan or Corporate Debt Security. In
making its analysis, the manager will utilize any offering materials and, in the
case of Corporate Loans, information prepared and supplied by the Agent Bank,
Lender or Participant from whom the Fund purchases its Participation Interest.
After the Fund invests in a Corporate Loan and Corporate Debt Security, the
manager will continue to evaluate the Corporate Loan or Corporate Debt Security
on an ongoing basis.
MATURITIES The Fund has no restrictions on portfolio maturity. The Fund
anticipates that a majority of the Corporate Loans and Corporate Debt Securities
in which it will invest will have stated maturities ranging from three to ten
years. This means that the Borrower is required to fully repay the obligation
within that time period. The Fund also anticipates that the Corporate Loans and
Corporate Debt Securities will have an average expected life of three to five
years.
The expected average life of the Corporate Loans and Corporate Debt Securities
is less than their stated maturity because it is anticipated that some Borrowers
will pay off their obligations early. Corporate Loans usually will require the
Borrower to prepay the Corporate Loan if the Borrower has excess cash flow.
Also, Corporate Loans usually permit the Borrower to prepay at its election. The
degree to which Borrowers prepay Corporate Loans and Corporate Debt Securities,
whether as a contractual requirement or at their election, cannot be predicted
with accuracy. General business conditions, the financial condition of the
Borrower and competitive conditions among Lenders are all factors that affect
prepayments.
FEES The Fund may receive and/or pay certain fees in connection with its lending
activities. These fees are in addition to interest payments received and may
include facility fees, commitment fees, commissions and prepayment penalty fees.
When the Fund buys a Corporate Loan or Corporate Debt Security, it may receive a
facility fee and when it sells a Corporate Loan or Corporate Debt Security the
Fund may pay a facility fee. In certain circumstances, the Fund may receive a
prepayment penalty fee on the prepayment of a Corporate Loan or Corporate Debt
Security by a Borrower.
DESCRIPTION OF PARTICIPATION INTERESTS AND ASSIGNMENTS The Fund may invest in a
Corporate Loan in one of three ways: (1) a direct investment in the Corporate
Loan by the Fund serving as one of the Lenders; (2) Participation Interests; or
(3) an Assignment. Participation Interests are interests issued by a Lender or
other financial institution which represent a fractional interest in a Corporate
Loan. The Fund may acquire Participation Interests from a Lender or other
holders of Participation Interests. Holders of Participation Interests are
referred to as Participants. (For a general description of Lenders and Agent
Banks, see "About Corporate Loans and Corporate Debt Securities.") An Assignment
represents a portion of a Corporate Loan. Unlike a Participation Interest, the
Fund will generally become a "Lender" for the purposes of the terms of the
Corporate Loan by purchasing an Assignment. It can be most advantageous to the
Fund to make a direct investment in a Corporate Loan as one of the Lenders. Such
an investment is typically made at par. This means that the Fund receives a
return at the full interest rate for the Corporate Loan.
On the other hand, when the Fund invests in a Participation Interest or an
Assignment, it will normally pay a fee or forego a portion of the interest
payment. Consequently, the Fund's return on the investment may not be as great
as it would have been if the Fund had made a direct investment in the underlying
Corporate Loan.
Opportunities for direct investments in Corporate Loans and to a lesser degree,
of investments in Participation Interests or Assignments may, from time to time,
be limited. The Fund may not be able to invest in Corporate Loans other than
through Participation Interests or Assignments. Due to these possible
limitations on supply, there is a risk that the Fund may not be able to invest
80% or more of its net assets as described above.
The Lenders or the Agent Bank may have an incentive to market the less desirable
Corporate Loans, Participation Interests or Assignments to investors such as the
Fund while retaining the more desirable investments for their own inventory.
This reduces the availability of the more desirable investments. See "What Are
the Risks of Investing in the Fund? - Limitations on Availability of Corporate
Loans, Participation Interests, Assignments and Corporate Debt Securities."
The terms of the Participation Interests are privately negotiated between the
Fund and the seller. Typically, the Fund will not have established any direct
contractual relationship with the Borrower. The Fund will be required to rely on
the Lender or the Participant that sold the Participation Interest for the
enforcement of the Fund's rights against the Borrower. It also will have to rely
on that party for the receipt and processing of payments due to the Fund under
the Corporate Loans. Consequently, the Fund is subject to the credit risk of
both the Lender or Participant, in addition to the usual credit risk of the
Borrower. Lenders and Participants interposed between the Fund and a Borrower,
together with Agent Banks, are referred to as Intermediate Participants.
If the Fund purchases an Assignment from a Lender, the Fund will step into the
shoes of the original Lender and will have direct contractual rights against the
Borrower. An Assignment from a Lender gives the Fund the right to receive
payments directly from the Borrower and to enforce its rights as a Lender
directly against the Borrower.
In the event the Borrower fails to pay principal and interest when due, the Fund
may have to assert rights against the Borrower through an Intermediate
Participant. This may subject the Fund to delays, expenses and risks that are
greater than those that would be involved if the Fund could enforce its rights
directly against the Borrower. Moreover, under the terms of a Participation
Interest, the Fund may be regarded as a creditor of the Intermediate Participant
rather than of the Borrower. This means that the Fund does not have any direct
contractual rights against the Borrower. Also, in the event of the insolvency of
the Lender selling the Participation Interest, the Fund may not have any
exclusive or senior claim with respect to the Lender's interest in the Corporate
Loan, or in the collateral securing the Corporate Loan. Consequently, the Fund
may not benefit directly from the collateral supporting the underlying Corporate
Loan. There is a risk that the Intermediate Participant may become insolvent.
Similar risks may arise with respect to the Agent Bank, as described below.
The Agent Bank is a Lender that administers the Corporate Loan. The Agent Bank
typically is responsible for collecting principal, interest and fee payments
from the Borrower. The Agent Bank then distributes these payments to all Lenders
that are parties to the Corporate Loan. The Fund will not act as an Agent Bank.
It generally will rely on the Agent Bank or an Intermediate Participant to
collect its portion of the payments. The Fund will also rely on the Agent Bank
to take appropriate actions against a Borrower that is not making payments as
scheduled. Typically, the Agent Bank is given broad discretion in enforcing the
terms of the Corporate Loan, and is required to use only the same care it would
use in the management of its own property. The Borrower compensates the Agent
Bank for these services. Such compensation may include special fees paid at the
start of Corporate Loans and other fees paid on a continuing basis.
In the event that a Borrower becomes bankrupt or insolvent, the Borrower may
attempt to assert certain legal defenses as a result of improper conduct by the
Agent Bank or Intermediate Participant. The Fund will invest in Corporate Loans
only if, at the time of investment, all outstanding debt obligations of the
Agent Bank and Intermediate Participants are investment grade, i.e., rated BBB
or A-3 or higher by S&P or Baa or P-3 or higher by Moody's or determined to be
of comparable quality in the manager's judgment.
There is a risk that an Agent Bank may have financial difficulty. An Agent Bank
could even declare bankruptcy, or have a receiver, conservator, or similar
official appointed for it by a regulatory authority. If this happens, assets
held by the Agent Bank under the Corporate Loan should remain available to
holders of Corporate Loans, including the Fund. However, a regulatory authority
or court may determine that assets held by the Agent Bank for the benefit of the
Fund are subject to the claims of the Agent Bank's general or secured creditors.
The Fund might incur costs and delays in realizing payment on a Corporate Loan
or might suffer a loss of principal or interest. Similar risks arise in
situations involving Intermediate Participants, as described above.
Intermediate Participants may have an obligation to make future advances to the
Borrower at the demand of the Borrower in connection with what are known as
revolving credit facilities and may have certain other obligations pursuant to
the terms of Corporate Loans. The Fund will set aside in a separate account with
its custodian bank amounts that are earmarked to meet such future obligations.
These amounts will be invested in high quality, short-term, liquid instruments.
Because the Fund will maintain sufficient amounts in separate accounts for such
contingent obligations, the manager believes that such obligations do not
constitute senior securities under the 1940 Act as interpreted by the SEC. The
Fund will not invest in Corporate Loans that would require the Fund to make
future advances that exceed in the aggregate for all such Corporate Loans 20% of
the Fund's total assets. The Fund also will not invest in Corporate Loans that
would cause the Fund to fail to meet the diversification requirements previously
described.
OTHER INVESTMENT POLICIES
The Fund has adopted certain other policies set forth below:
NON-CONCENTRATION IN A SINGLE INDUSTRY The SEC takes the position that a fund
investing more than 25% of its total assets in a single industry or group of
industries is "concentrating" its investments in that industry or group of
industries. With the following exception, the Fund currently does not intend to
invest more than 20% of its assets in the obligations of Borrowers in any single
industry. The Fund will invest more than 25% (and may invest up to 100%) of its
total assets in the securities of issuers in the commercial banking, thrift
banking, insurance and finance industries, with the understanding that, for this
investment percentage, Agent Banks, as well as Borrowers and any Intermediate
Participants, are considered to be issuers of Corporate Loans, and Agent Banks
and Intermediate Participants typically are included in these industries. Agent
Banks are not issuers for purposes of this investment percentage in the usual
sense, as the Fund normally does not invest directly in securities, including
Corporate Loans or Corporate Debt Securities, issued by Agent Banks. The Fund
only considers Agent Banks to be "issuers" for purposes of this investment
percentage because the role of the Agent Banks in administering Corporate Loans
issued by other companies exposes the Fund to certain risks (as described
above). As a result of this concentration of its investments in issuers in these
industries, the Fund is subject to certain risks associated with such
institutions, both individually and as a group. See "What Are the Risks of
Investing in the Fund? - Financial Institutions." The availability of Corporate
Loans, Participation Interests, Assignments and Corporate Debt Securities may
from time to time reduce the Fund's ability to readily comply with this
investment policy.
BORROWING AND LEVERAGE The Fund is authorized to borrow money and has arranged a
credit facility with a bank, which permits it to borrow funds to make
repurchases of shares in Repurchase Offers for Common Shares or to meet unfunded
commitments in connection with investments. However, the Fund will only borrow
money under this facility for temporary, extraordinary or emergency purposes.
The Fund's borrowings create an opportunity for greater total return to the Fund
and, ultimately, the Fund's shareholders, but, at the same time, increase
exposure to losses. In addition, interest payments and fees paid by the Fund on
any borrowings may offset or exceed the return earned on the borrowed funds.
Under the 1940 Act, the Fund is required with respect to all borrowings to
maintain minimum asset coverage of at least 300% immediately following any such
borrowing and on an ongoing basis as a condition of declaring dividends and
repurchasing shares. The Fund also may issue one or more series of preferred
shares, but it does not currently intend to do so. See "What Are the Risks of
Investing in the Fund? - Effects of Borrowing and Leverage."
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund may purchase and sell
interests in Corporate Loans and Corporate Debt Securities and other debt
securities on a when-issued and delayed delivery basis. There is no limit on the
amount of assets which the Fund may invest in when-issued securities. A
when-issued obligation refers to an obligation whose price is fixed at the time
the commitment to purchase is made, but has not been issued. Delayed delivery
refers to the delivery of securities later than the customary time for delivery
of securities. The Fund will generally make commitments to purchase interests or
securities on a when-issued basis with the intention of acquiring the interests
or securities. For more information about when-issued and delayed delivery
transactions see the section in the SAI entitled "How Does the Fund Invest Its
Assets? - When-Issued and Delayed Delivery Transactions."
INTEREST RATE AND HEDGING TRANSACTIONS The Fund may enter into interest rate
swaps in order to limit the exposure of its fixed rate Corporate Loans and
Corporate Debt Securities against fluctuations in interest rates. Interest rate
swaps involve the exchange by the Fund with another party of their respective
commitments or rights to pay or receive interest, such as an exchange of fixed
rate payments for Floating Interest Rate payments. For example, if the Fund
holds a Corporate Loan or Corporate Debt Security with an interest rate that is
reset only once each year, it may swap the right to receive interest at this
fixed rate for the right to receive interest at a rate that is reset every week.
Thus, if interest rates rise, the increased interest received by the Fund would
offset a decline in the value of the Corporate Loan or Corporate Debt Security.
On the other hand, if interest rates fall, the Fund's benefit from falling
interest rates would be decreased.
To the extent that the Fund enters into these transactions for hedging purposes,
the manager believes that such obligations do not constitute senior securities
under the 1940 Act. Accordingly, the Fund will not include hedging transactions
in its limitation on borrowing.
Except as noted above, there is no limit on the amount of interest rate hedging
transactions that may be entered into by the Fund. The risk of loss with respect
to interest rate hedges is limited to the net amount of interest payments that
the Fund is obligated to make. If the other party to an interest rate swap
Defaults, the Fund's risk of loss consists of the net amount of interest
payments that the Fund is entitled to receive. The Fund will only enter into an
interest rate swap after the manager has evaluated the creditworthiness of the
other party to the swap. The risks associated with interest rate swaps are
further described in the SAI under the title "How Does the Fund Invest Its
Assets? - Interest Rate Swaps."
WHAT ARE THE RISKS OF INVESTING IN THE FUND?
BENEFITS OF INVESTING IN THE FUND Investment in Common Shares of the Fund offers
several benefits. The Fund offers investors the opportunity to receive a high
level of current income by investing in a professionally managed portfolio
comprised primarily of Corporate Loans and Corporate Debt Securities. Corporate
Loans are not typically available to individual investors. In managing the Fund,
the manager provides the Fund and its shareholders with professional credit
analysis. The Fund also relieves the investor of the burdensome administrative
details involved in managing a portfolio of such investments. The benefits are
at least partially offset by the expenses involved in operating an investment
company. Such expenses primarily consist of the management and administrative
fees and operational costs.
RISKS FROM FLUCTUATIONS IN GENERAL INTEREST RATES Changes in interest rates in
the national and international markets generally affect the market value of
fixed-income securities and debt obligations. In turn, the Net Asset Value of
the shares of an investment company which invests primarily in fixed-income
securities fluctuates. When interest rates rise, the value of a fixed-income
portfolio can be expected to fall. However, the manager expects the Fund's Net
Asset Value to be relatively stable during normal market conditions, because the
Fund's investments will consist primarily of: (i) Corporate Loans and Corporate
Debt Securities with Floating Interest Rates; (ii) fixed rate Corporate Loans
and Corporate Debt Securities hedged by interest rate swap transactions; and
(iii) short-term instruments. Because the Fund will invest primarily in these
instruments, the manager expects the Net Asset Value of the Fund to fluctuate
less as a result of interest rate changes than would a portfolio comprised
mostly of medium or long-term fixed-rate obligations.
Since some Floating Interest Rates reset only periodically there are periods
during which the interest rate does not change. During such periods, prevailing
interest rates and the interest rates on some obligations with Floating Interest
Rates held by the Fund (including the interest rates on nominal amounts in the
Fund's interest rate swap transactions) will not move precisely in the same
direction or amount, in other words, there will be an imperfect correlation
between these rates. These imperfect correlations may cause the Fund's Net Asset
Value to fluctuate. A sudden and extreme increase in prevailing interest rates
may cause a decline in the Fund's Net Asset Value. Conversely, a sudden and
extreme decline in interest rates could result in an increase in the Fund's Net
Asset Value.
ILLIQUID SECURITIES The Fund does not limit the amount of its investments that
are not readily marketable or are subject to restrictions on resale. Corporate
Loans and Corporate Debt Securities in which the Fund invests are in the process
of becoming more readily marketable and may be subject to significant
restrictions on resale. They do not have the liquidity of conventional
investment grade debt securities and certain of these loans and debt securities
may be considered Illiquid. As the market for Corporate Loans and Corporate Debt
Securities continues to mature, the manager expects that liquidity will continue
to improve.
In the event that the Fund voluntarily or involuntarily liquidates these assets,
it may not get the full value of the assets. The Fund may have difficulty
disposing of Illiquid portfolio securities. This may make it difficult for the
Fund to raise proceeds to repurchase Common Shares in a Repurchase Offer. The
Board will consider liquidity when it determines the percentage of the Fund's
outstanding Common Shares that the Fund will offer to repurchase in a Repurchase
Offer. The Board will also consider the liquidity of the Fund's portfolio
securities when it determines whether to suspend or postpone a Repurchase Offer.
See "How Are Common Shares Valued?" in the SAI for information regarding
valuation of Illiquid Corporate Loans and Corporate Debt Securities.
FINANCIAL INSTITUTIONS As discussed above, the Fund will invest more than 25% of
its total assets in the securities of the following issuers as a group:
commercial banks, thrift institutions, insurance companies and finance
companies. As a result, the Fund is subject to certain risks associated with
these institutions, both individually and as a group.
Banking and thrift institutions are subject to extensive governmental
regulations. These regulations may limit both the amounts and types of loans and
other financial commitments which the institutions may make and the interest
rates and fees which the institutions may charge. The profitability of these
institutions largely depends upon the availability and cost of capital funds.
Their profits have recently fluctuated significantly as a result of volatile
interest rate levels. In addition, general economic conditions influence the
operations of these institutions. Financial institutions are exposed to credit
losses which result when borrowers suffer financial difficulties.
Insurance companies are also affected by economic and financial conditions and
are subject to extensive government regulation, including rate regulation.
Property and casualty companies may be exposed to material risks, including
reserve inadequacy, latent health exposure and inability to collect from their
reinsurance carriers.
These industries are currently undergoing rapid change as existing distinctions
between different businesses become blurred. Recent business combinations have
included insurance, finance and securities brokerage under single ownership.
EFFECTS OF BORROWING AND LEVERAGE The Fund is authorized to borrow money and has
arranged a credit facility with a bank, which permits it to borrow funds to meet
unfunded commitments in connection with investments or to make repurchases of
shares in Repurchase Offers for Common Shares. There is a risk that the costs of
borrowing may exceed the income and appreciation, if any, on assets acquired
with the borrowed funds. If this occurs, the use of leverage will reduce the
investment performance of the Fund compared with what it would have been without
leverage. When the Fund borrows money, the lender will have the right to receive
scheduled interest and principal payments. The lender's right to such payments
will be senior to those of the holders of Common Shares. The terms of any such
borrowings may limit certain activities of the Fund, including the payment of
dividends to holders of Common Shares.
Furthermore, the lenders may be granted certain voting rights if the Fund
Defaults in the payment of interest or repayment of principal. Subject to its
ability to liquidate its relatively Illiquid portfolio securities, the Fund
intends to repay the borrowings in the event that the borrowings would impair
the Fund's status as a regulated investment company under the Code. Interest
payments and fees paid by the Fund on any borrowings will reduce the amount of
income it has available to pay as dividends to the Fund's shareholders.
The Fund also may be required to maintain minimum average balances in connection
with borrowings or to pay a commitment or other fee to maintain a line of
credit; either of these requirements will increase the cost of borrowing over
the stated interest rate.
Leverage creates certain risks for holders of Common Shares. Leveraging by the
Fund creates an opportunity for greater total return but, at the same time,
increases exposure to losses. The Net Asset Value of Common Shares may be more
volatile than if the Fund were not leveraged. These risks may be reduced through
the use of borrowings that have Floating Interest Rates.
CREDIT RISK Corporate Loans and Corporate Debt Securities may constitute
substantially all of the Fund's investments. Corporate Loans and Corporate Debt
Securities are primarily dependent upon the creditworthiness of the Borrower for
payment of interest and principal. The Fund is subject to the risk that the
scheduled interest or principal payments on Corporate Loans, Corporate Debt
Securities and other debt obligations in its portfolio will not be paid. If the
Borrower fails to pay scheduled interest or principal on a Corporate Loan or
Corporate Debt Security, the income of the Fund or the value of its investments
may be adversely affected. In turn, this may reduce the amount of dividends or
the Net Asset Value of the Fund's Common Shares. The Fund's receipt of principal
and interest payments on a Corporate Loan or a Corporate Debt Security also
depends upon the creditworthiness of any Intermediate Participant. To reduce
credit risk, the manager actively manages the Fund as described above.
Corporate Loans and Corporate Debt Securities made in connection with highly
leveraged transactions are subject to greater credit risks than other Corporate
Loans and Corporate Debt Securities in which the Fund may invest. See "What
Kinds of Securities Does the Fund Purchase? - The Manager's Credit Analysis."
These credit risks include an increased possibility that the Borrower may
Default on the Corporate Loan or Corporate Debt Security, or may go into
bankruptcy. The Fund may have more difficulty selling highly leveraged Corporate
Loans and Corporate Debt Securities than other Corporate Loans and Corporate
Debt Securities because they are less liquid. The value of such Corporate Loans
and Corporate Debt Securities is more volatile in response to interest rate
fluctuations. The Corporate Loans and Corporate Debt Securities in which the
Fund invests generally are not rated by any NRSRO.
The Fund may own Corporate Loans and Corporate Debt Securities of a Borrower who
files for protection under Chapter 11 of the U.S. Bankruptcy Code. The Fund also
may purchase Corporate Loans and Corporate Debt Securities that are issued in
connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy
Code. The Fund may purchase Corporate Loans and Corporate Debt Securities that
are in default as to the payment of interest or principal or both and with
respect to which no interest or principal may be paid for a period of time. The
Fund will purchase these obligations only if they hold a senior position in the
Borrower's capitalization structure and, in the case of obligations that are not
then currently paying interest or principal or both, the manager has determined
that such obligations will either begin paying interest or principal or both
soon enough to, or may be disposed of at a value that will, meet the investment
goals and strategies of the Fund. Also, the manager will determine that such
obligations are a suitable investment by the Fund. However, many Borrowers will
have non-investment grade subordinated debt. During periods of deteriorating
economic conditions, a Borrower may have difficulty making its payments under
such bonds and other subordinated debt obligations. These difficulties may
damage the Borrower's credit rating or its ability to obtain financing for
short-term cash flow needs. This may force the Borrower into bankruptcy or other
forms of credit restructuring.
The terms of the Corporate Loans and Corporate Debt Securities require that
collateral be maintained at a value at least equal to 100% of the amount of such
Corporate Loan or Corporate Debt Security. However, the value of the collateral
may decline after the Fund invests in the Corporate Loan or Corporate Debt
Security. In addition, collateral securing the loan may be found invalid or may
be used to pay other outstanding obligations of the Borrower, under applicable
law. If this happens, there is a risk that the value of the collateral may not
be sufficient to cover the amount owed to the Fund.
In the event that a Borrower Defaults, the Fund's access to the collateral may
be limited by bankruptcy and other insolvency laws. There is also the risk that
the collateral may be difficult to liquidate. In fact, a majority of the
collateral may be Illiquid. As a result, the Fund might not receive payments to
which it is entitled.
COLLATERAL IMPAIRMENT Corporate Loans and Corporate Debt Securities (excluding
Unsecured Corporate Loans and Unsecured Corporate Debt Securities) will be
secured unless (i) the Fund's security interest in the collateral is invalidated
for any reason by a court, or (ii) the collateral is fully released with the
consent of the Agent Bank and Lenders or under the terms of a loan agreement as
the creditworthiness of the Borrower improves.
There are risks which may cause the collateral to be insufficient in the event
that a Borrower Defaults on a Corporate Loan or Corporate Debt Security. In most
credit agreements, there is no formal requirement to pledge additional
collateral if the value of the collateral declines subsequent to the Fund's
investment in the Corporate Loan or Corporate Debt Security.
There is the risk that the collateral may be difficult to liquidate. In fact, a
majority of the collateral may be Illiquid. Consequently, the Fund might not
receive payments to which it is entitled. This may result in a decline in the
value of the investment and, in turn, a decline in the Net Asset Value of the
Fund's Common Shares.
There may be temporary periods when the principal asset held by a Borrower is
the stock of a related company, which may not legally be pledged to secure a
Corporate Loan or Corporate Debt Security. On occasions when such stock cannot
be pledged, the Corporate Loan or Corporate Debt Security will be temporarily
unsecured until the stock can be pledged or is exchanged for or replaced by
other assets.
If a Borrower becomes involved in bankruptcy proceedings, the Fund's access to
the collateral may be limited by bankruptcy and other laws. This risk is
increased when a Corporate Loan or Corporate Debt Security is made in connection
with a highly leveraged transaction. In the event that a court decides that the
Fund's access to the collateral is limited or void, it is unlikely that the Fund
would be able to recover the full amount of the principal and interest due to
it. The risks of collateral impairment are further described in the SAI in the
section entitled "What Are the Risks of Investing in the Fund? - Collateral
Impairment."
PREPAYMENTS Borrowers may pay back principal before the scheduled due date.
Borrowers may find it advantageous to prepay principal due to a decline in
interest rates or an excess in cash flow. Such prepayments may require the Fund
to replace a Corporate Loan, Corporate Debt Security or other investment with a
lower yielding security. This may adversely affect the Net Asset Value of Common
Shares.
LIMITATIONS ON AVAILABILITY OF CORPORATE LOANS, PARTICIPATION INTERESTS,
ASSIGNMENTS AND CORPORATE DEBT SECURITIES. Direct investments in Corporate Loans
and, to a lesser degree, investments in Participation Interests or Assignments
may from time to time have only limited availability. Consequently, there is a
risk that the Fund may not be able to invest 80% or more of its net assets in
Corporate Loans, Participation Interests, Assignments and Corporate Debt
Securities, as described above. Limitations on the availability of these
investments may be due to a number of factors. There may be more willing
purchasers of direct Corporate Loans compared to the available loans. Direct
Lenders also may allocate only a small number of Corporate Loans to investors,
such as the Fund. Also, the Lenders or the Agent Bank may have an incentive to
market the less desirable Corporate Loans, Participation Interests or
Assignments to investors such as the Fund while retaining the more attractive
investments for themselves. This reduces the availability of the more desirable
investments. There is a risk that the assets of the Fund may not be promptly and
effectively invested during periods when the Fund is experiencing a large inflow
of assets.
The availability of Corporate Loans, Participation Interests, Assignments and
Corporate Debt Securities may from time to time reduce the Fund's ability to
readily comply with the Fund's investment policy regarding non-concentration in
a single industry. See "Other Investment Policies - Concentration in a Single
Industry." This means that to the extent that the Fund is not investing its
assets primarily in Corporate Loans, Participation Interests, Assignments and
Corporate Debt Securities due to the foregoing risks, the Fund may be unable to
achieve its investment goal.
FOREIGN INVESTMENTS As noted above, the Fund may invest in Corporate Loans and
Corporate Debt Securities that are made to, or issued by, foreign Borrowers and
U.S. subsidiaries of foreign Borrowers, if the Borrower passes the same
creditworthiness analysis that the manager uses for U.S. Borrowers and the loans
and securities are U.S. dollar-denominated, or the Fund uses a foreign currency
swap for payments in U.S. dollars. These obligations may involve risks not
typically involved in domestic investments and the risks can be significantly
magnified for investments in foreign countries that are emerging market
countries.
CURRENCY FLUCTUATIONS. To the extent the Fund uses foreign currency swaps for
Corporate Loans or Corporate Debt Securities, transactions in foreign securities
may be conducted in local currencies. In these transactions U.S. dollars must
often be exchanged for another currency when an obligation is bought or sold or
a dividend is paid. Likewise, security price quotations and total return
information reflect conversion into U.S. dollars. Fluctuations in foreign
exchange rates can significantly increase or decrease the U.S. dollar value of a
foreign investment, boosting or offsetting its local market return. Currency
risk cannot be eliminated entirely.
INCREASED COSTS. It is more expensive for the Fund to purchase and sell
Corporate Loans and Corporate Debt Securities in foreign markets than in the
U.S. markets. Investment companies, such as the Fund, offer an efficient way for
individuals to invest abroad, but the overall expense ratios of international
investment companies are usually higher than the overall expense ratios of
investment companies that invest in U.S. obligations.
POLITICAL AND ECONOMIC FACTORS. The economies, markets, and political structures
of a number of the countries in which the Fund can invest do not compare
favorably with the U.S. and other mature economies in terms of wealth and
stability. Therefore, investments in these countries will entail greater risk
and may be subject to erratic and abrupt price movements. This was especially
true for emerging market countries.
LEGAL, REGULATORY, AND OPERATIONAL. Certain foreign countries may impose
restrictions on foreign investors, such as the Fund. These restrictions may take
the form of prior governmental approval, limits on the amount and type of
obligations held by foreigners, limits on the types of companies in which
foreigners may invest, exchange controls and other actions that restrict the
purchase or sale of assets or result in a loss of assets. Diplomatic and
political developments could affect the economies, industries and securities and
currency markets, and the value of the Fund's investments, in non-U.S.
countries, including rapid and adverse political changes, social instability,
regional conflicts, terrorism and war. These factors are extremely difficult, if
not impossible, to predict and take into account with respect to the Fund's
investments. In certain foreign countries, there is the possibility that the
government or a government agency may take over the assets of the Fund for
political or economic reasons or impose taxation that is so heavy that it
amounts to confiscation of the assets taxed.
Certain foreign countries lack uniform accounting, auditing, and financial
reporting standards, have less governmental supervision of financial markets
than in the U.S., do not honor legal rights enjoyed in the U.S. In certain
foreign countries, the financial institutions with which the Fund deals may have
custody and settlement practices, such as delays, which could subject the Fund
to risks not customary in the U.S. Information about foreign Borrowers may
differ from that available for U.S. Borrowers, since foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
Borrowers. In addition, the markets for Corporate Loans and Corporate Debt
Securities in foreign countries have substantially lower trading volumes than
U.S. markets, resulting in less liquidity and more volatility than in the United
States.
PRICING. Corporate Loans and Corporate Debt Securities may be purchased or sold
on days (such as Saturdays) when the Fund does not account for their prices in
calculating its Net Asset Value. As a result, the Fund's Net Asset Value may
change significantly on days when shareholders cannot purchase Common Shares, or
for repurchases of Common Shares, between the date on which a shareholder
tenders Common Shares for repurchase by the Fund and the date on which the
repurchase price of the Common Shares is determined. See "Periodic Offers By the
Fund to Repurchase Common Shares From Shareholders."
EURO. On January 1, 1999, the European Economic and Monetary Union (EMU)
introduced a new single currency called the euro. Beginning January 1, 2002, the
euro, which was implemented in stages, replaced the national currencies of the
following participating countries: Austria, Belgium, Finland, France, Germany,
Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The
participating countries currently issue sovereign debt exclusively in the euro.
The new European Central Bank has control over each country's monetary policies.
Therefore, the participating countries no longer control their own monetary
policies by directing independent interest rates for their currencies. The
national governments of the participating countries, however, have retained the
authority to set tax and spending policies and public debt levels.
The change to the euro as a single currency is new and untested. It is not
possible to predict the impact of the euro on currency values or on the business
or financial condition of European countries and issuers, and issuers in other
regions, whose securities the Fund may hold, or the impact, if any, on Fund
performance. In the first two years of the euro's existence, the exchange rates
of the euro versus many of the world's major currencies steadily declined. In
this environment, U.S. and other foreign investors experienced erosion of their
investment returns on their euro-denominated securities. The transition and the
elimination of currency risk among EMU countries may change the economic
environment and behavior of investors, particularly in European markets, but the
impact of those changes cannot be assessed at this time.
RISK OF DECLINE IN NAV DUE TO REPURCHASES The NAV may decline as a result of the
Fund's sales of portfolio securities to finance a repurchase offer. The Fund may
be required to sell portfolio securities to raise cash to finance a Repurchase
Offer, which may cause the market prices of the Fund's portfolio securities, and
hence the Fund's NAV, to decline. If such a decline occurs, the Fund cannot
predict its magnitude or whether such a decline would be temporary or continue
until or beyond the Repurchase Pricing Date. Because the price per share to be
paid in the Repurchase Offer will depend upon the NAV per share as determined on
the actual pricing date, the consideration received by tendering shareholders
would be reduced if the decline continued until the actual pricing date. In
addition, the sale of portfolio securities will increase the Fund's transaction
expenses, and the Fund may receive proceeds from the sale of portfolio
securities that are less than their valuations by the Fund. Accordingly, because
of the Repurchase Offer, the Fund's NAV per share may decline more than it
otherwise might, thereby reducing the amount of proceeds received by tendering
shareholders and the NAV per share for non-tendering shareholders.
WARRANTS AND OTHER EQUITY SECURITIES The Fund may acquire warrants and other
equity securities in connection with or incidental to the Fund's other
investment activities. The Fund may also acquire such securities as a result of
a restructuring of Corporate Loans and/or Corporate Debt Securities. Such
securities may be considered illiquid. It is expected that warrants and other
equity securities will comprise a small percentage (typically less that 5%) of
the Fund's assets. Nevertheless, fluctuations in the value of such securities as
may be held by the Fund could result in a decline in the Fund's NAV.
PORTFOLIO MANAGEMENT AND OTHER CONSIDERATIONS In the event that short-term
interest rates increase or other market conditions change, the Fund's leverage
could adversely affect holders of Common Shares, as noted above. If such changes
occur or are anticipated, the Fund may attempt to shorten the average maturity
of its investment portfolio. This would tend to decrease the negative impact of
leverage on holders of Common Shares. To do this, the Fund would purchase
securities with generally shorter maturities.
ANTI-TAKEOVER PROVISIONS The Declaration of Trust contains terms that limit the
ability of other entities to acquire control of the Fund or to change the Board.
These provisions may prevent you from selling your Common Shares at a premium
because a third party will be discouraged from attempting to obtain control of
the Fund. See "Description of Common Shares - Certain Anti-Takeover Provisions
of the Declaration of Trust."
WHO MANAGES THE FUND?
THE BOARD. The Board oversees the management of the Fund and elects its
officers. The officers are responsible for the Fund's day-to-day operations.
INVESTMENT MANAGER. Franklin Advisers, Inc., One Franklin Parkway, San Mateo,
CA 94403-1906 manages the Fund's assets. The manager also performs similar
services for other funds. It is wholly owned by Resources, a publicly owned
company engaged in the financial services industry through its subsidiaries.
Charles B. Johnson and Rupert H. Johnson, Jr. are the principal shareholders
of Resources. Together, the manager and its affiliates manage over $247
billion in assets. Please see "Investment Management and Other Services" and
"Miscellaneous Information" in the SAI for information on securities
transactions.
PORTFOLIO MANAGERS.
RICHARD C. D'ADDARIO, SENIOR VICE PRESIDENT OF FRANKLIN ADVISERS, INC.
Mr. D'Addario has been a manager of the Fund since 2000. He joined Franklin
Templeton Investments in 1996.
CHAUNCEY F. LUFKIN, EXECUTIVE VICE PRESIDENT OF FRANKLIN ADVISERS, INC.
Mr. Lufkin has been a manager of the Fund since its inception. He joined
Franklin Templeton Investments in 1990.
RICHARD S. HSU CFA, PORTFOLIO MANAGER OF FRANKLIN ADVISERS, INC.
Mr. Hsu has been a manager of the Fund since 2000. He joined Franklin
Templeton Investments in 1996.
MANAGEMENT FEES. For the fiscal year ended July 31, 2002, management fees before
any reduction were 0.80% of the average net assets of the Fund. Under an
agreement by the manager to reduce its fees to reflect reduced services
resulting from the Fund's investing in a Franklin Templeton money fund, the Fund
paid 0.78% of its average net assets to the manager for its services. This
reduction is required by the Fund's Board and an exemptive order by the
Securities and Exchange Commission.
ADMINISTRATIVE SERVICES. FT Services provides certain administrative services
and facilities for the Fund. Under its agreement with the Fund, FT Services is
entitled to a monthly fee equal to an annual rate of 0.15% of the Fund's average
daily net assets up to $200 million, 0.135% of average daily net assets over
$200 million up to $700 million, 0.10% of average daily net assets over $700
million up to $1.2 billion, and 0.075% of average daily net assets over $1.2
billion. During the fiscal year ended July 31, 2002, administration fees totaled
0.10%. Please see "Investment Management and Other Services" in the SAI for more
information.
SHAREHOLDER SERVICING AND TRANSFER AGENT. Investor Services, a wholly owned
subsidiary of Resources, is the Fund's shareholder servicing agent and acts as
the Fund's transfer agent and dividend-paying agent. Investor Services is
compensated at an annual rate of 0.40% of the Fund's average daily net assets.
The Fund also may reimburse Investor Services for certain out-of-pocket
expenses.
PORTFOLIO TRANSACTIONS BY THE FUND
The manager tries to obtain the best execution on all transactions. If the
manager believes more than one broker or dealer can provide the best execution,
it may consider research and related services and the sale of Common Shares, as
well as shares of other funds in Franklin Templeton Investments, when selecting
a broker or dealer.
The Fund engages in trading when the manager has concluded that the sale of a
security owned by the Fund and/or the purchase of another security can enhance
principal and/or increase income. A security may be sold to avoid any
prospective decline in market value, or a security may be purchased in
anticipation of a market rise. Consistent with the Fund's investment goal, a
security also may be sold and a comparable security purchased coincidentally in
order to take advantage of what is believed to be a disparity in the normal
yield and price relationship between the two securities.
The Fund's annual portfolio turnover rate is not expected to exceed 100%. The
rate may vary greatly from year to year and will not be a limiting factor when
the manager deems portfolio changes appropriate. Although the Fund generally
does not intend to trade for short-term profits, the securities held by the Fund
will be sold whenever the manager believes it is appropriate to do so. Sales
will be made without regard to the length of time the security may have been
held. Large Common Share repurchases by the Fund during the quarterly or
discretionary Repurchase Offers may require the Fund to liquidate portions of
its securities holdings for cash to repurchase the Common Shares. The
liquidation of such holdings may result in a higher than expected annual
portfolio turnover rate. A 100% annual portfolio turnover rate would occur if
the lesser of the value of purchases or sales of the Fund's securities for a
year (excluding purchases of U.S. Treasury and other securities with a maturity
at the date of purchase of one year or less) were equal to 100% of the average
monthly value of the securities, excluding short-term investments, held by the
Fund during such year. Higher portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs that the Fund will
bear directly.
Please see "How Does the Fund Buy Securities for Its Portfolio?" in the SAI
for more information.
INVESTMENT PERFORMANCE INFORMATION
From time to time, the Fund advertises its performance. Performance information
may include its current yield, current distribution rate or total return for
specific time periods.
The current yield of the Fund shows the income generated by an investment in the
Fund over a stated period. The current distribution rate shows the dividends or
distributions paid to the Fund's shareholders. This rate is usually computed by
annualizing the monthly distribution paid per share during a certain period and
dividing that amount by the current maximum offering price. Total return is the
change in value of an investment over a given period. Total return assumes any
dividends and capital gains are reinvested.
Performance figures will reflect the imposition of the Early Withdrawal Charge
but additional performance figures that are calculated without reflecting the
Early Withdrawal Charge may be presented.
Performance figures are always based on the Fund's past performance and do not
guarantee future results. The Fund's yield and distribution rate are expected to
fluctuate. Total return will also vary, depending on market conditions, the
Corporate Loans, Corporate Debt Securities and other securities that the Fund
owns, the Fund's operating expenses and the amount of capital gains or losses
during the period. For a more detailed description of how the Fund calculates
its performance figures, please see "How Does the Fund Measure Performance?" in
the SAI.
HOW TO BUY COMMON SHARES
CONTINUOUS OFFERING
The Fund continuously offers Common Shares through Distributors and other
Securities Dealers that have entered into dealer agreements with Distributors.
The Fund or Distributors may suspend the continuous offering of Common Shares at
any time without prior notice. Similarly, the Fund or Distributors may resume
the offering at any time. If there is a suspension of the offering of Common
Shares, shareholders who reinvest their distributions in additional Common
Shares will be permitted to continue to make those reinvestments.
During the continuous offering, the Fund offers Common Shares at the public
offering price, which is the Net Asset Value per share next determined after
Distributors receives your purchase order and payment. As of November 5, 2002,
the Net Asset Value per share for Common Shares was $8.01. For purchase orders
and payments received by Distributors or Securities Dealers prior to the close
of business on the NYSE (generally, 1:00 p.m., Pacific time) (including orders
received after the close of business on the previous business day), the offering
price will be the Net Asset Value determined as of the close of business on the
NYSE on that day. For purchases by wire, if the purchase order is received by
1:00 p.m., Pacific time, and the bank receives the wired payment by 3:00 p.m.,
Pacific time, on the same day, the offering price will be the Net Asset Value
determined as of the close of business on the NYSE on that day. If Distributors
or a Securities Dealer receives your purchase order and payment after the close
of business on the NYSE, the order is considered received on the next business
day. Any order may be rejected by Distributors or the Fund.
In the course of a Repurchase Offer, Distributors or an affiliate may
inadvertently acquire a small amount (expected to be less than 5%) of Common
Shares which it may wish to resell. The Common Shares repurchased in these
circumstances will not be subject to any investment restriction, and the Common
Shares may be resold in a subsequent Repurchase Offer. This inadvertent
acquisition would result from the administrative complexities that arise because
a Repurchase Offer is confined to a specific percentage of the outstanding
Common Shares, and the Common Shares tendered by shareholders during a
particular Repurchase Offer may exceed the percentage limit of that Repurchase
Offer. In that situation, the Fund is required to repurchase Common Shares on a
pro rata basis, as described below. See "Periodic Offers By the Fund to
Repurchase Common Shares From Shareholders."
OPENING YOUR ACCOUNT
To open your account, please follow the steps below. This will help avoid any
delays in processing your request. PLEASE KEEP IN MIND THAT THE FUND DOES NOT
CURRENTLY ALLOW INVESTMENTS BY MARKET TIMERS.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The Fund's minimum
investments are:
MINIMUM INVESTMENTS
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INITIAL ADDITIONAL
-----------------------------------------------------------------------------
Regular accounts $1,000 $50
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Automatic investment plans $50 ($25 $50 ($25
for a for a
Coverdell Coverdell
Education Education
Savings Savings
Account) Account)
-----------------------------------------------------------------------------
UGMA/UTMA ACCOUNTS $100 $50
We reserve the right to change the amount of these minimums for certain
purchases. We also reserve the right to restrict or refuse any order to buy
Common Shares, including any purchases under the exchange privilege.
3. Carefully complete and sign the enclosed account application, including the
optional shareholder privileges section. To save time, you can sign up now for
services you may want on your account by completing the appropriate sections of
the application (see "Services to Help You Manage Your Account" on page 58). For
example, if you would like to link one of your bank accounts to your fund
account so that you may use electronic funds transfer to and from your bank
account to buy and sell shares, please complete the bank information section of
the application. We will keep your bank information on file for future purchases
and redemptions.
4. Make your investment using the table below.
METHOD STEPS TO FOLLOW
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For an initial investment:
Return the application to the Fund with your
BY MAIL check made payable to the Fund.
For additional investments:
Send a check made payable to the Fund. Please
include your account number on the check.
------------------------------------------------------------------------------
1. Call Shareholder Services or, if that
number is busy, call 1-650/312-2000 collect,
to receive a wire control number and wire
instructions. You need a new wire control
BY WIRE number every time you wire money into your
account. If you do not have a currently
1-800/632-2301 effective wire control number, we will return
(or the money to the bank, and we will not credit
1-650/312-2000 the purchase to your account.
collect)
2. For an initial investment you must also
return your signed application to the Fund.
IMPORTANT DEADLINES: If we receive your call before
1:00 p.m. Pacific time and the bank receives the wired
funds and reports the receipt of wired funds to the fund
by 3:00 p.m. Pacific time, we will credit the purchase
to your account that day. If we receive your call after
1:00 p.m. or the bank receives the wire after 3:00 p.m.,
we will credit the purchase to your account the
following business day.
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THROUGH YOUR
INVESTMENT
REPRESENTATIVE Contact your investment representative
------------------------------------------------------------------------------
BY PHONE/ONLINE OPENING AN ACCOUNT: If you have another Franklin
Templeton account with your bank account
(Up to $100,000 information on file, you may open a new account
per shareholder by phone. At this time, a new account may not be
per day) opened online.
1-800/632-2301 To make a same day investment, your phone order must be
received and accepted by us by 1:00 p.m.
franklintempleton.com Pacific time or the close of the New York Stock
Exchange, whichever is earlier.
NOTE: CERTAIN
ACCOUNT TYPES ARE ADDING TO AN ACCOUNT: Before requesting a
NOT AVAILABLE FOR telephone or online purchase into an existing
ONLINE ACCOUNT account, please make sure we have your bank
ACCESS account information on file. If we do not have
this information, you will need to send written
instructions with your bank's name and address, a
voided check or savings account deposit slip, and a
signature guarantee if the bank and Fund accounts do
not have at least one common owner.
If you have online access, you will be able to add** or
change bank account information that we can use to
process additional purchases into your Franklin
Templeton Account.
To make a same day investment, your phone or online
order must be received and accepted by us by 1:00 p.m.
Pacific time or the close of the New York Stock
Exchange, whichever is earlier.
------------------------------------------------------------------------------
**These online services should be available in January 2003.
MAY I BUY COMMON SHARES IN CONNECTION WITH RETIREMENT PLANS?
Retirement plan investors should be aware of the following features of the Fund
which may impact their decision as to whether the Fund is an appropriate
investment for a retirement plan. Common Shares are not liquid; unlike open-end
mutual fund shares, they are not redeemable on each day that the Fund is open
for business; and unlike traditional closed-end funds, Common Shares of the Fund
do not trade on any exchange and thus cannot readily be sold. Although the Fund
has adopted policies to provide quarterly Repurchase Offers, these Repurchase
Offers may not provide shareholders with the degree of liquidity they desire or
may require for tax purposes. Additionally, even during a Repurchase Offer
shareholders may not be able to have all of the Common Shares they wish to
tender be repurchased by the Fund. If the number of Common Shares tendered by
all shareholders exceeds the repurchase amount authorized by the Board, the Fund
may not be able to repurchase all Common Shares submitted and thus may
repurchase Common Shares on a pro rata basis. The Fund also imposes an Early
Withdrawal Charge on the proceeds payable to shareholders from the Fund's
repurchase of Common Shares tendered by shareholders within 18 months of their
purchase. Certain waivers to this Early Withdrawal Charge are discussed below.
The features described above could result in a retirement plan paying an Early
Withdrawal Charge and/or not being able to comply with mandatory distribution
requirements. Accordingly, retirement plan investors may wish to limit the
percentage of plan assets, for example, to 10%, that is invested in the Fund.
The Fund does not monitor retirement plan requirements for any investor. Please
consult your legal, tax or retirement plan specialist before choosing a
retirement plan or electing to invest in the Fund through a retirement plan.
Your investment representative or advisor can help you make investment decisions
within your plan.
Plan documents are required for all retirement plans. Bank and Trust can provide
the plan documents for you and serve as custodian or trustee.
Bank and Trust can provide you with brochures containing important information
about its plans. These plans require separate applications and their policies
and procedures may be different than those described in this prospectus. For a
retirement plan brochure or application, call Retirement Services.
PAYMENTS TO SECURITIES DEALERS
The payments described below may be made to Securities Dealers who initiate and
are responsible for purchases of Common Shares. The payments are subject to the
sole discretion of Distributors, and are paid by Distributors or one of its
affiliates and not by the Fund or its shareholders.
1. For purchases of Common Shares - 1.00% of the dollar amount of Common Shares
sold by the Securities Dealer. This payment consists of 0.75% of sales
commission and 0.25% of service fee (for the first year's services). For
purchases of $3 million or more where the Securities Dealer has waived this
payment, the Common Shares purchased will qualify for a waiver of the Early
Withdrawal Charge. In these circumstances Distributors will pay Securities
Dealers quarterly at an annual rate of up to 0.50% of the dollar amount
invested beginning immediately after the Common Shares are purchased.
2. Purchases by trust companies and bank trust departments, and Eligible
Governmental Authorities - up to 0.25% of the amount invested.
A Securities Dealer may receive only one of these payments for each qualifying
purchase. For Securities Dealers who receive payments described in paragraph 1
above, if Common Shares remain outstanding for at least eighteen months from the
date of their original purchase, Distributors will, beginning in the thirteenth
month, compensate the Securities Dealer quarterly at an annual rate of 0.50% of
the value of the Common Shares sold by the Securities Dealer and remaining
outstanding.
Broker-dealers or others who have entered into an agreement with Distributors
for clients participating in comprehensive fee programs will not receive the
payment described in paragraph 1 above for Common Shares sold. Beginning
immediately after the Common Shares are purchased, they will, however, be
eligible to receive quarterly payments at an annual rate of 0.50% of the value
of the Common Shares sold and remaining outstanding.
The total compensation paid to selected Securities Dealers and Distributors,
including, but not limited to, the compensation paid at the time of purchase,
the quarterly payments mentioned above and the Early Withdrawal Charge will not
amount to more than 8.00% of the initial gross proceeds of the offering and will
comply with the National Association of Securities Dealers, Inc. Conduct Rule
regarding sales charges of open-end investment companies.
FOR INVESTORS OUTSIDE THE U.S.
The distribution of this prospectus and the offering of Fund shares may be
limited in many jurisdictions. An investor who wishes to buy Common Shares of
the Fund should determine, or have a broker-dealer determine, the applicable
laws and regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to obtain
information on the rules applicable to these transactions.
PERIODIC OFFERS BY THE FUND TO
REPURCHASE COMMON SHARES FROM SHAREHOLDERS
The Fund is not aware of any currently existing secondary market for Common
Shares and does not anticipate that a secondary market will develop for Common
Shares. A secondary market is a market, exchange facility or system for quoting
bid and asking prices where securities such as the Common Shares can be readily
bought and sold among holders of the securities after they are initially
distributed. Without a secondary market, Common Shares are not liquid, which
means that they are not readily marketable. However, the Fund has taken action
to provide liquidity to shareholders. The Fund has adopted share repurchase
policies as fundamental policies. This means the policies may not be changed
without the vote of the holders of a majority of the Fund's outstanding voting
securities. These policies provide that each quarter, the Fund will make a
Repurchase Offer to repurchase a portion of the outstanding Common Shares from
shareholders who request repurchases. The Fund will suspend or delay a
Repurchase Offer only if certain regulatory requirements (described in the
notice of the Repurchase Offer) are met. See "Suspension or Postponement of
Repurchase Offer." The price of the repurchases of Common Shares normally will
be the Net Asset Value per share determined as of the close of business (1:00
p.m. Pacific time) on the date the Repurchase Offer ends or within a maximum of
fourteen days after the Repurchase Offer ends as described below.
REPURCHASE PROCEDURES. At the beginning of each Repurchase Offer, the Fund will
send to its shareholders a written notification about the Repurchase Offer, how
they may request that the Fund repurchase their Common Shares and the deadline
for shareholders to provide their repurchase requests to Investor Services (the
"Repurchase Request Deadline"), which is the date the Repurchase Offer ends. The
time between the notification to the shareholders and the Repurchase Request
Deadline may vary from no more than six weeks to no less than three weeks. For
each Repurchase Offer the Fund will establish the Repurchase Request Deadline
based on factors, such as market conditions, liquidity of the Fund's assets and
shareholder servicing considerations. The repurchase price of the Common Shares
will be the Net Asset Value as of the close of the NYSE on the date on which the
repurchase price of the Common Shares will be determined (the "Repurchase
Pricing Date"). It is anticipated that normally the Repurchase Pricing Date will
be the same date as the Repurchase Request Deadline, and if so, the Repurchase
Request Deadline will be set for a time no later than the close of the NYSE on
such date. The Fund has determined that the Repurchase Pricing Date may occur no
later than the fourteenth day after the Repurchase Request Deadline or the next
business day if the fourteenth day is not a business day. Within such fourteen
day period, the Fund may use an earlier Repurchase Pricing Date under certain
circumstances.
The Board may establish other policies for repurchases of Common Shares that are
consistent with the 1940 Act and other pertinent laws. Once every two years, the
Board may, if it chooses, make an additional Repurchase Offer for repurchase of
Common Shares in addition to regular quarterly Repurchase Offers. Common Shares
tendered by shareholders by any Repurchase Request Deadline will be repurchased
subject to the aggregate repurchase amounts established for that Repurchase
Request Deadline. Repurchase proceeds will be paid to shareholders, in cash,
within seven days after each Repurchase Pricing Date. The end of the seven days
is referred to as the "Repurchase Payment Deadline."
REPURCHASE AMOUNTS. The Board, in its sole discretion, will determine the number
of Common Shares that the Fund will offer to repurchase (the "Repurchase Offer
Amount") for a given Repurchase Request Deadline. The Repurchase Offer Amount
will be at least 5% and no more than 25% of the total number of Common Shares
outstanding on the Repurchase Request Deadline. A Repurchase Offer is expected
to conclude near the end of every calendar quarter each year.
If shareholders tender more than the Repurchase Offer Amount for a given tender
Offer, the Fund may repurchase an additional amount of Common Shares of up to 2%
of the Common Shares outstanding on the Repurchase Request Deadline. If Fund
shareholders tender more Common Shares than the Fund decides to repurchase,
whether the Repurchase Offer Amount or the Repurchase Offer Amount plus the 2%
additional Common Shares, the Fund will repurchase the Common Shares on a pro
rata basis, rounded down to the nearest full share. The Fund may, however,
accept all Common Shares tendered by shareholders who own less than one hundred
Common Shares and who tender all their Common Shares, before accepting on a pro
rata basis Common Shares tendered by other shareholders.
NOTICES TO SHAREHOLDERS. Notice of each quarterly Repurchase Offer (and any
additional discretionary repurchase offers) will be sent to each beneficial
owner of Common Shares between twenty-one and forty-two days before each
Repurchase Request Deadline. The notice will include detailed instructions on
how to tender Common Shares. The notice will state the Repurchase Offer Amount.
The notice will also identify the dates of the Repurchase Request Deadline,
latest Repurchase Pricing Date, and latest Repurchase Payment Deadline. The
notice will state that the NAV may fluctuate between the Repurchase Request
Deadline and the Repurchase Pricing Date, if such dates do not coincide, and the
possibility that the Fund may use an earlier Repurchase Pricing Date than the
latest Repurchase Pricing Date under certain circumstances. The notice will
describe (i) the procedures for you to tender your Common Shares, (ii) the
procedures for the Fund to repurchase Common Shares on a pro rata basis, (iii)
the circumstances in which the Fund may suspend or postpone a Repurchase Offer,
and (iv) the procedures that will enable you to withdraw or modify your tenders
of Common Shares prior to the Repurchase Request Deadline.
REPURCHASE PRICE. The current Net Asset Value of the Common Shares is computed
daily and will be computed daily on the five business days before a Repurchase
Request Deadline. The Board has determined that the time at which the Net Asset
Value will be computed will be as of the close of the NYSE. You may call Fund
Information at 1-800/DIAL BEN to learn the Net Asset Value per share. The notice
of the repurchase offer will give the Net Asset Value per share as of a recent
date, and a toll-free number for information regarding the Repurchase Offer.
During the period from notification to shareholders of a Repurchase Offer until
the Repurchase Pricing Date, the Fund will maintain liquid assets equal to 100%
of the Repurchase Offer Amount.
SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Fund will not suspend or
postpone a Repurchase Offer except if a majority of the Board, including a
majority of the Board members who are not "interested persons" of the Fund, as
defined in the 1940 Act (Independent Trustees), vote to do so, and only (a) if
the Repurchase Offer would cause the Fund to lose its status as a regulated
investment company under Subchapter M of the Code; (b) for any period during
which the NYSE or any market in which the securities owned by the Fund are
principally traded is closed, other than customary weekend and holiday closings,
or during which trading in such market is restricted; (c) for any period during
which any emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable, or during which it is not
reasonably practicable for the Fund fairly to determine its NAV; or (d) for such
other periods as the SEC may by order permit for the protection of shareholders
of the Fund. The Fund will send to its shareholders notice of any suspension or
postponement and notice of any renewed repurchase offer after a suspension or
postponement.
SPECIAL CONSIDERATIONS OF REPURCHASES. As required by the 1940 Act, a majority
of the Board consists of Independent Trustees. In addition, the Independent
Trustees will select and nominate any additional Independent Trustees.
The Fund has arranged a credit facility with a bank under which it may borrow to
finance the repurchase of Common Shares through Repurchase Offers. Any such
borrowings will comply with the Fund's investment restrictions on borrowing. See
"What Are the Risks of Investing in the Fund? - Effects of Borrowing and
Leverage" above, and "Investment Restrictions" in the SAI.
Because there likely will not be a secondary market for Common Shares, quarterly
and any additional discretionary Repurchase Offers will provide the only source
of liquidity for shareholders. If a secondary market were to develop for Common
Shares, however, the market price per share of the Common Shares could, at
times, vary from the Net Asset Value per share. A number of factors could cause
these differences, including relative demand and supply of Common Shares and the
performance of the Fund. Repurchase Offers for Common Shares at Net Asset Value
would be expected to reduce any spread or gap that might develop between Net
Asset Value and market price. However, there is no guarantee that these actions
would cause Common Shares to trade at a market price that equals or approximates
Net Asset Value per share.
Although the Board believes that Repurchase Offers will generally benefit
shareholders, the Fund's repurchase of Common Shares will decrease the Fund's
total assets. The Fund's expense ratio also may increase as a result of
Repurchase Offers (assuming the repurchases are not offset by the issuance of
additional Common Shares). Such Repurchase Offers also may result in less
investment flexibility for the Fund depending on the number of Common Shares
repurchased and the success of the Fund's continuous offering of Common Shares.
In addition, when the Fund borrows money for the purpose of financing the
repurchase of Common Shares in a Repurchase Offer, interest on the borrowings
will reduce the Fund's net investment income. It is the Board's announced policy
(which the Board may change) not to repurchase Common Shares in a Repurchase
Offer over the minimum amount required by the Fund's fundamental policies
regarding Repurchase Offers if the Board determines that the repurchase is not
in the Fund's best interest.
Repurchases through Repurchase Offers may significantly reduce the asset
coverage of any borrowings or outstanding senior securities. The Fund may not
repurchase Common Shares if the repurchases result in its asset coverage levels
falling below the levels required by the 1940 Act. As a result, in order to
repurchase all Common Shares tendered, the Fund may have to repay all or part of
its outstanding borrowings or redeem all or part of its outstanding senior
securities to maintain the required asset coverage. See "What Are the Risks of
Investing in the Fund? - Effects of Borrowing and Leverage." Also, the size of
any particular Repurchase Offer may be limited (beyond the minimum amount
required for the Fund's fundamental policies) for the reasons discussed above or
as a result of liquidity concerns.
To complete a Repurchase Offer for the repurchase of Common Shares, the Fund may
be required to sell portfolio securities. This may cause the Fund to realize
gains or losses at a time when the manager would otherwise not do so.
The Board will consider other means of providing liquidity for shareholders if
Repurchase Offers are ineffective in enabling the Fund to repurchase the amount
of Common Shares tendered by shareholders. These actions may include an
evaluation of any secondary market that may exist for Common Shares, and a
determination of whether that market provides liquidity for shareholders. If the
Board determines that a secondary market (if any) failed to provide liquidity
for shareholders, the Board intends to consider all available options to provide
liquidity. One possibility that the Board may consider is listing the Common
Shares on a major domestic stock exchange or arranging for the quotation of
Common Shares on an over-the-counter market. Alternatively, the Fund might
repurchase Common Shares periodically in open-market or private transactions,
provided the Fund can do so on favorable investment terms. The Board will cause
the Fund to take any action the Board deems necessary or appropriate to provide
liquidity for the shareholders in light of the specific facts and circumstances.
The Fund's repurchase of tendered Common Shares is a taxable event. The Fund
will pay all costs and expenses associated with the making of any Repurchase
Offer. An Early Withdrawal Charge will be imposed on certain Common Shares that
have been held for less than eighteen months and are accepted for repurchase
pursuant to a Repurchase Offer, subject to certain waivers. See "Early
Withdrawal Charge" below.
In accordance with applicable rules of the SEC in effect at the time of the
offer, the Fund also may make other offers to repurchase Common Shares that it
has issued.
EARLY WITHDRAWAL CHARGE
The Early Withdrawal Charge will be imposed on the proceeds payable to
shareholders from the Fund's repurchase of certain Common Shares tendered by
shareholders in a Repurchase Offer. Repurchased Common Shares that were
purchased by the shareholder and held for less than eighteen months are subject
to the Early Withdrawal Charge. The Early Withdrawal Charge will not be imposed
on Common Shares that were acquired through the reinvestment of distributions,
or Common Shares that were purchased more than one year prior to repurchase by
the Fund in a Repurchase Offer. The Early Withdrawal Charge is paid to
Distributors and is imposed to recover offering and distribution expenses
incurred by Distributors. The Early Withdrawal Charge is 1% of the Net Asset
Value of the tendered Common Shares on the Repurchase Pricing Date or the Net
Asset Value of the Common Shares at the time of purchase, whichever is less.
In determining whether an Early Withdrawal Charge is payable, the Fund will
repurchase Common Shares in the following order: first, Common Shares that have
been held more than eighteen months or that are otherwise exempt from imposition
of the Early Withdrawal Charge; and second, if there are not enough of these
Common Shares to meet your request, Common Shares subject to the Early
Withdrawal Charge in the order they were purchased.
WAIVERS OF THE EARLY WITHDRAWAL CHARGE. The Early Withdrawal Charge may be
waived under certain circumstances. Certain distributions, payments or
redemption proceeds that you receive and use to buy Common Shares of the Fund
will exempt those Common Shares from the Early Withdrawal Charge if you invest
them in those Common Shares within 365 days of their repurchase or redemption
date. They include:
1. Dividend and capital gain distributions from any Franklin Templeton fund
(Class A, Advisor or Class Z only).
2. Annuity payments received under either an annuity option or from death
benefit proceeds, only if the annuity contract offers as an investment
option the Franklin Templeton Variable Insurance Products Trust. You should
contact your tax advisor for information on any tax consequences that may
apply.
3. Redemption proceeds from the sale of shares of any Franklin Templeton fund
(Class A, Advisor or Class Z only) if you were originally subject to an
initial or Contingent Deferred Sales Charge at the time of purchase or
qualified to purchased shares at Net Asset Value and you reinvest the money
in Common Shares. If the proceeds are from the redemption of Class A shares,
you must have held the originally purchased Class A shares for 18
consecutive months or more. This waiver does not apply to exchanges.
The Early Withdrawal Charge will not be waived if the shares were subject to an
Early Withdrawal Charge or a Contingent Deferred Sales Charge when they were
repurchased or redeemed. We will, however, credit your account in Common Shares,
at the current Net Asset Value, in proportion to the amount reinvested for any
Early Withdrawal Charge or Contingent Deferred Sales Charge paid in connection
with the earlier repurchase or redemption, but barring any other applicable
waivers, your Common Shares will be subject to the Early Withdrawal Charge if
you tender them for repurchase and the repurchase occurs within eighteen months.
If you immediately placed your repurchase or redemption proceeds in a Franklin
Bank CD, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date the CD matures, including any rollover.
Also, various individuals and institutions may buy Common Shares of the Fund
without being subject to the Early Withdrawal Charge, including:
1. Trust companies and bank trust departments investing assets held in a
fiduciary, agency, advisory, custodial or similar capacity and over which the
trust companies and bank trust departments or other plan fiduciaries or
participants, in the case of certain retirement plans, have full or shared
investment discretion. We may accept orders for these accounts by telephone
or other means of electronic data transfer directly from the bank or trust
company, with payment by federal funds received by the close of business on
the next business day following the order.
2. An Eligible Governmental Authority. Please consult your legal and
investment advisors to determine if an investment in the Fund is
permissible and suitable for you and the effect, if any, of payments by
the Fund on arbitrage rebate calculations.
3. Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for clients
participating in comprehensive fee programs. The minimum initial investment
is $250.
4. Registered Securities Dealers and their affiliates, for their investment
accounts only.
5. Qualified registered investment advisors who buy through a broker-dealer or
service agent who has entered into an agreement with Distributors.
6. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer.
7. Officers, trustees, directors and full-time employees of the Franklin
Templeton funds or Franklin Templeton Investments, and their family members,
consistent with our then-current policies. The minimum initial investment is
$100.
8. Any investor who is currently a Class Z shareholder of Franklin Mutual
Series Fund Inc. (Mutual Series), or who is a former Mutual Series Class Z
shareholder who had an account in any Mutual Series fund on October 31,
1996, or who sold his or her shares of Mutual Series Class Z within the
past 365 days.
9. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer.
10. Accounts managed by Franklin Templeton Investments.
11. Certain unit investment trusts and their holders reinvesting distributions
from the trusts.
We also waive the Early Withdrawal Charge for:
o Account Fees
o Redemptions following the death of the shareholder or beneficial owner
o Purchases of $2 million or more if the Securities Dealer of record received
a payment from Distributors of 0.50% or less in connection with the
purchase.
If you qualify for a waiver from the Early Withdrawal Charge, please fill in the
applicable blank on the repurchase offer/request form you receive as
notification of the Repurchase Offer or, if your Common Shares are held in
street name or nominee name, include a written statement with your instructions
to the broker, dealer or other institution holding such Common Shares for you
regarding the Repurchase Offer, explaining which privilege described above
applies. If you do not fill in the applicable blank or include this statement,
the Fund cannot guarantee you will receive the waiver.
EXCHANGES
We offer a wide variety of funds. If you would like, you can move your
investment in Common Shares from your fund account to an existing or new account
in another Franklin Templeton fund (an "exchange"). Because it is technically a
sale and a purchase of shares, an exchange is a taxable transaction. You may
request an exchange into another Franklin Templeton fund in conjunction with
submitting your Common Shares for repurchase by the Fund during a quarterly or
discretionary Repurchase Offer. YOU MAY EXCHANGE YOUR COMMON SHARES FOR SHARES
OF ANOTHER FRANKLIN TEMPLETON FUND ONLY IN CONJUNCTION WITH REPURCHASE OFFERS,
AND ONLY IF YOU HAVE HELD THE COMMON SHARES THAT YOU WISH TO EXCHANGE FOR
EIGHTEEN MONTHS. SHAREHOLDERS OF ANOTHER FRANKLIN TEMPLETON FUND MAY, HOWEVER,
EXCHANGE THEIR SHARES FOR COMMON SHARES OF THE FUND ON A CONTINUOUS BASIS EACH
BUSINESS DAY.
Before making an exchange, please read the prospectus of the fund you are
interested in. This will help you learn about the fund, its investment goal and
policies, and its rules and requirements for exchanges. For example, some
Franklin Templeton funds do not accept exchanges and others may have different
investment minimums.
Exchanges will be completed at Net Asset Value. Shareholders in Class A shares
of other Franklin Templeton funds may exchange their shares for Common Shares.
We will not assess a Contingent Deferred Sales Charge at the time you exchange
shares of such other funds. Any such shares subject to a Contingent Deferred
Sales Charge at the time of exchange, however, will be subject to the Early
Withdrawal Charge for any remaining time such shares would have been subject to
the Contingent Deferred Sales Charge up to one year after the original purchase.
You may request an exchange over the phone (1-800-632-2301) provided that you do
not hold share certificates for the Common Shares or other Franklin Templeton
fund shares you want to exchange. If your shares are held in street or nominee
name, please contact your Securities Dealer to request an exchange by telephone.
Otherwise, appropriate written instructions, signed by all registered owners,
must accompany your exchange request. When you submit your repurchase request
during a Repurchase Offer, please be sure to fill in the applicable blank on the
repurchase offer/request form you receive as in your notification of the
Repurchase Offer, or if your Common Shares are held in street name or nominee
name, include a written request with your instructions to the broker, dealer or
other institution holding such Common Shares for you regarding the Repurchase
Offer.
You must also include any outstanding share certificates for the Common Shares
you want to exchange.
EXCHANGE RESTRICTIONS
Please be aware that the following restrictions apply to exchanges:
o You may exchange your Common Shares only for Class A shares of another
Franklin Templeton fund.
o You must have owned the Common Shares that you wish to exchange into another
Franklin Templeton fund for eighteen months before you may exchange shares
(unless those Common Shares were purchased by an exchange from a Class A
Franklin Templeton fund).
o YOU MAY EXCHANGE YOUR COMMON SHARES ONLY IN CONJUNCTION WITH A REPURCHASE
OFFER.
o You must meet the applicable minimum investment amount of the fund you are
exchanging into, or exchange 100% of your Common Shares.
o Generally exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee. You may,
however, exchange Common Shares from a fund account requiring two or more
signatures into an identically registered money fund account requiring only
one signature for all transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT
WANT THIS OPTION TO BE AVAILABLE ON YOUR ACCOUNT. Additional procedures may
apply. Please see "Transaction Procedures and Special Requirements."
o The fund you are exchanging into must be eligible for sale in your state.
o We may modify or discontinue our exchange policy if we give you 60 days'
written notice.
o Currently, the Fund does not allow investments by Market Timers.
Because excessive trading can hurt Fund performance, operations and
shareholders, the Fund reserves the right to revise or terminate the exchange
privilege, limit the amount or number of exchanges, reject any exchange, or
restrict or refuse purchases if (i) the Fund or its manager believes the Fund
would be harmed or unable to invest effectively, or (ii) the Fund receives or
anticipates simultaneous orders that may significantly affect the Fund.
Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange Common Shares.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
The Fund declares dividends from its net investment income. The Fund's net
investment income is reduced by interest on the Fund's borrowings, and dividends
or interest on any senior securities issued by the Fund. Dividends are declared
daily (on business days) and paid monthly to holders of Common Shares. Capital
gains, if any, are distributed at least annually to shareholders, usually in
December. Common Shares accrue dividends beginning the day after we receive your
money or settlement of a wire trade for purchase of shares, whichever is later,
and continues to accrue until your request that the Fund repurchase your shares
is processed after the Repurchase Request Deadline.
Under the 1940 Act, the Fund may not incur indebtedness unless the Fund has
asset coverage of at least 300% of the aggregate outstanding indebtedness
immediately after the borrowing. Also, the Fund may not declare any dividend or
other distribution on any class of its capital stock or purchase any of its
capital stock, unless the Fund has, at the time of either the declaration or the
purchase, asset coverage of at least 300% of the aggregate indebtedness, after
deducting the amount of the distribution or purchase price, as applicable. This
latter limitation - and a limitation on the Fund's ability to declare cash
dividends or other distributions on Common Shares while any shares of preferred
stock are outstanding - may impair the Fund's ability to maintain its
qualification for taxation as a regulated investment company. See "What Are the
Risks of Investing in the Fund? - Effects of Borrowing and Leverage" and "How
Taxation Affects the Fund and Its Shareholders."
Dividend payments are not guaranteed, are subject to the Board's discretion and
may vary with each payment. THE FUND DOES NOT PAY "INTEREST" OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN ITS SHARES.
If you buy Common Shares shortly before the Fund deducts a capital gain
distribution from its Net Asset Value, please keep in mind that you will receive
a portion of the price you paid back in the form of a taxable distribution.
Dividends and other distributions will be taxable to shareholders whether
they are reinvested in Common Shares or received in cash. See "How Taxation
Affects the Fund and Its Shareholders."
DISTRIBUTION OPTIONS
You may receive your distributions from the Fund in any of these ways:
1. BUY ADDITIONAL COMMON SHARES OF THE FUND - You may buy additional Common
Shares of the Fund (without imposition of an Early Withdrawal Charge) by
reinvesting capital gain distributions, or both dividend and capital gain
distributions. This is a convenient way to accumulate additional Common
Shares and maintain or increase your earnings base.
2. BUY CLASS A SHARES OF OTHER FRANKLIN TEMPLETON FUNDS - You may direct your
distributions to buy Class A shares of another Franklin Templeton fund
(without a sales charge or imposition of a Contingent Deferred Sales
Charge). Many shareholders find this a convenient way to diversify their
investments. Please note that distributions may only be directed to an
existing account.
3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both dividend
and capital gain distributions in cash. If you have the money sent to
another person or to a checking or savings account, you may need a signature
guarantee. If you send the money to a checking or savings account, please
see "Electronic Fund Transfers" under "Services to Help You Manage Your
Account."
TO SELECT ONE OF THESE OPTIONS, PLEASE COMPLETE SECTION 3 OF THE ACCOUNT
APPLICATION OR TELL YOUR INVESTMENT REPRESENTATIVE WHICH OPTION YOU PREFER. IF
YOU DO NOT SELECT AN OPTION, WE WILL AUTOMATICALLY REINVEST DIVIDEND AND CAPITAL
GAIN DISTRIBUTIONS IN COMMON SHARES OF THE FUND. You may change your
distribution option at any time by notifying us by mail or phone. Please allow
at least seven days before the reinvestment date for us to process the new
option. For Bank and Trust retirement plans, special forms are required to
receive distributions in cash.
HOW TAXATION AFFECTS THE FUND AND ITS SHAREHOLDERS
TAX CONSIDERATIONS In general, if you are a taxable investor, Fund distributions
are taxable to you as either ordinary income or capital gains. This is true
whether you reinvest your distributions in additional Common Shares or receive
them in cash. Any capital gains the Fund distributes are taxable as long-term
capital gains no matter how long you have owned your shares. Every January, you
will receive a statement that shows the tax status of distributions you received
for the previous year.
BACKUP WITHHOLDING
By law, the Fund must withhold a portion of your taxable distributions and
redemption proceeds unless you:
o provide your correct social security or taxpayer identification number,
o certify that this number is correct,
o certify that you are not subject to backup withholding, and
o certify that you are a U.S. person (including a U.S. resident alien).
The Fund must also withhold if the IRS instructs it to do so. When withholding
is required, the amount will be 30% of any distributions or proceeds paid in
calendar years 2002 or 2003.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY The Fund has elected to
be treated as a regulated investment company under Subchapter M of the Internal
Revenue Code (Code). It has qualified as a regulated investment company for its
most recent fiscal year, and intends to continue to qualify during the current
fiscal year. To remain qualified, it must meet certain qualification tests as
specified by the Code, including distributing at least 90% of its fiscal year
income. The Fund's limitation on its ability to declare and pay cash dividends
and other distributions on its Common Shares may impair its ability to maintain
its qualification as a regulated investment company. If the Fund were no longer
qualified, the Fund would be subject to federal, and possibly state, corporate
taxes on its taxable income and gains, and distributions to you would be taxed
as ordinary income dividends to the extent of the Fund's earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENTS To avoid federal excise taxes, the Code
requires the Fund to distribute to you by December 31 of each year, at a
minimum, the following amounts:
o 98% of its taxable ordinary income earned during the calendar year;
o 98% of its capital gain net income earned during the twelve month period
ending October 31; and
o 100% of any undistributed amounts of these categories of income or gain
from the prior year.
While the Fund intends to declare and pay these distributions in December (or to
pay them in January, in which case you must treat them as received in December),
it can give no assurances that its distributions will be sufficient to eliminate
all taxes. The Fund's limitation on its ability to declare and pay cash
dividends and other distributions on its Common Shares may impair its ability to
avoid these federal excise taxes.
SALE OR EXCHANGE OF SHARES: A tender of your Common Shares for repurchase or
exchange will be a taxable transaction for federal income tax purposes. In
general, the transaction will be treated as a sale or exchange of your Common
Shares, if the repurchase or exchange (a) completely terminates your interest in
the Fund, (b) is a distribution that is "substantially disproportionate," or (c)
is treated as a distribution that is "not essentially equivalent to a dividend."
A complete termination of a shareholder's interest generally requires that the
shareholder dispose of all Common Shares directly owned or attributed to him or
her. A "substantially disproportionate" distribution generally requires a
reduction of more than 20% in the shareholder's proportionate interest in the
Fund after all Common Shares are tendered. A distribution "not essentially
equivalent to a dividend" requires that there be a "meaningful reduction" in the
shareholder's interest, which should be the case if the shareholder has a
minimal interest in the Fund, exercises no control over Fund affairs, and
suffers a reduction in his or her proportionate interest. If, however, a tender
of less than all of your Common Shares does not qualify for sale or exchange
treatment, the purchase proceeds may be treated as a deemed dividend
distribution.
The Fund intends to take the position that tendering shareholders will qualify
for sale or exchange treatment. If the transaction is treated as a sale or
exchange for tax purposes, any gain or loss recognized would be treated as a
capital gain or loss by shareholders that hold their Common Shares as a capital
asset. The individual tax rate on any gain from a tender of your Common Shares
for repurchase or exchange will depend on your marginal tax rate and on how long
you have held your Common Shares.
If the transaction is not treated as a sale or exchange, the amount received
upon a tender of Common Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the Fund's
earnings and profits for its taxable year and the shareholder's tax basis in the
Common Shares. There is also a risk that non-tendering shareholders may be
considered to have received a deemed distribution that may be a taxable dividend
in whole or in part.
Fund distributions and gains from the sale of your Common Shares generally
are subject to state and local taxes. Non-U.S. investors may be subject to
U.S. withholding or estate tax, and are subject to special U.S. tax
certification requirements. You should consult your tax advisor about the
federal, state, local or foreign tax consequences of your investment in the
Fund.
DESCRIPTION OF COMMON SHARES
The Fund is authorized to issue an unlimited number of its shares of beneficial
interest, the Common Shares. The Fund's Common Shares may be offered in multiple
classes. Although the Board does not presently intend to do so, it may classify
and reclassify any unissued Common Shares at any time. For example, the Board is
permitted to set or change the preferences, conversion or other rights, voting
powers, restrictions, dividend limitations or terms and conditions of repurchase
of the Fund's Common Shares. The description of Common Shares and the discussion
under "Certain Anti-Takeover Provisions of the Declaration of Trust" below are
subject to the terms of the Trust's Declaration of Trust and Bylaws.
COMMON SHARES
Common Shares do not have preemptive, conversion, exchange or redemption rights.
Each Common Share has equal voting, dividend, distribution and liquidation
rights. Both the outstanding Common Shares (i.e., the Common Shares issued prior
to the date of this prospectus) and the Common Shares offered by this prospectus
(once they are issued) are fully paid and nonassessable. Shareholders are
entitled to one vote per share.
The Fund has noncumulative voting rights. This gives holders of more than 50% of
the Common Shares voting the ability to elect all of the members of the Board.
If this happens, holders of the remaining Common Shares voting will not be able
to elect anyone to the Board.
The Board has approved the offering of Common Shares that are being offered by
this prospectus. The 1940 Act requires that Common Shares be sold at a price
equal to the then-current Net Asset Value (not including underwriting discounts
and commissions, which do not apply to the Common Shares). There are exceptions
to this requirement, such as an offering to existing shareholders or if a
majority of the holders of the Fund's outstanding securities approve it. Common
Shares will usually be held in book-entry form. However, a shareholder may
request physical share certificates by writing to the Fund. See "Transaction
Procedures and Special Requirements - Share Certificates" below.
CERTAIN ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST
The Declaration of Trust includes provisions that limit (i) the ability of other
entities or persons to acquire control of the Fund and (ii) the Fund's freedom
to engage in certain transactions. These terms may be regarded as
"anti-takeover" provisions. Under Delaware law and the Declaration of Trust, the
affirmative vote of the holders of at least a majority of the Common Shares
entitled to be cast is required to approve the Fund's consolidation with another
business entity, a merger of the Fund with or into another business trust, a
statutory share exchange and the dissolution of the Fund. In addition, the
affirmative vote of the holders of at least 66 2/3% (which is higher than the
vote required under Delaware law or the 1940 Act) of the Fund's outstanding
Common Shares is required generally to authorize any of the following
transactions:
o merger, consolidation or statutory share exchange of the Fund with or into
any other business trust;
o issuance of any securities of the Fund to any person or entity for cash;
o sale, lease or exchange of all or any substantial part of the Fund's assets
to any entity or person (except assets having an aggregate market value of
less than $1,000,000); or
o sale, lease or exchange to the Fund, in exchange for Fund securities, of any
assets of any entity or person (except assets having an aggregate fair
market value of less than $1,000,000).
However, this type of vote is not required when, under certain conditions, the
Board approves the transaction. Although in certain cases involving merger,
consolidation or statutory share exchange, the affirmative vote of the holders
of a majority of the Fund's outstanding Common Shares would nevertheless be
required. The Declaration of Trust is on file with the SEC and you may request a
copy from the SEC for a more detailed explanation of these terms.
The provisions of the Declaration of Trust described above and the Fund's right
to make a Repurchase Offer for its Common Shares may deprive shareholders of
opportunities to sell their Common Shares at a premium over Net Asset Value.
This is because a third party will be discouraged from attempting to obtain
control of the Fund by making a Repurchase offer for shares of the Trust or
similar transaction. The overall impact of these provisions is to reduce the
possibility of a merger or of a shareholder that is the beneficial owner of more
than 5% of the outstanding shares of the Fund assuming control of the Fund
either directly or indirectly through affiliates. These terms, at the same time,
present advantages. The provisions likely will require persons seeking control
of the Fund to negotiate with its management regarding the price to be paid and
facilitating the continuity of the Fund's management, investment goal and
policies. The Board has considered these anti-takeover provisions and concluded
that they are in the best interest of the Fund and its shareholders.
NET ASSET VALUE AND SHARES OUTSTANDING
The following table sets forth, for each of the Fund's fiscal quarters ending on
the dates set forth below during the two most recent fiscal years of the Fund
and since the beginning of the current fiscal year, the high and low Net Asset
Value per share for Common Shares during the periods:
QUARTERLY PERIOD ENDING HIGH LOW
October 31, 1999 $10.04 $ 9.92
January 31, 2000 $ 9.96 $ 9.92
April 30, 2000 $ 9.98 $ 9.86
July 31, 2000 $ 9.87 $ 9.84
October 31, 2000 $ 9.86 $ 9.75
January 31, 2001 $ 9.75 $ 9.61
April 30, 2001 $ 9.62 $ 9.30
July 31, 2001 $ 9.43 $ 9.24
October 31, 2001 $ 9.28 $ 8.74
January 31, 2002 $ 8.94 $ 8.69
April 30, 2002 $ 8.84 $ 8.65
July 30, 2002 $ 8.82 $ 8.31
October 31, 2002 $ 8.28 $ 8.01
As of November 5, 2002, the Net Asset Value per share for Common Shares was
$8.01.
The following table sets forth certain information with respect to Common Shares
as of November 5, 2002:
(1) (2) (3) (4)
AMOUNT
OUTSTANDING
AMOUNT HELD BY EXLUSIVE OF
FUND FOR AMOUNT SHOWN
TITLE OF CLASS AMOUNT AUTHORIZED OWN ACCOUNT UNDER (3)
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Common Shares of
beneficial
interest Unlimited N/A 177,584,904
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
SHARE PRICE
You buy Common Shares at the Net Asset Value per share. The Net Asset Value we
use when you buy Common Shares is the one next calculated after we receive your
purchase request in proper form. If you buy Common Shares through your
Securities Dealer, however, we will use the Net Asset Value next calculated
after your Securities Dealer receives your request, which is promptly
transmitted to the Fund. The Net Asset Value we use when you tender Common
Shares for repurchase by the Fund is the Net Asset Value per share determined as
of the close of the NYSE on the Repurchase Pricing Date.
Neither Distributors nor Securities Dealers are permitted to withhold placing
orders to benefit themselves by a price change. Distributors is required to
advise the Fund promptly of all purchase orders and cause payments for Common
Shares to be delivered promptly to the Fund.
HOW AND WHEN SHARES ARE PRICED
The Fund is open for business each day the NYSE is open. We determine the Net
Asset Value per share as of the close of the NYSE, normally 1:00 p.m. Pacific
time.
To calculate Net Asset Value per share, the Fund's assets are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of Common Shares outstanding. The Fund's assets are valued
as described under "How Are Fund Shares Valued?" in the SAI.
WRITTEN INSTRUCTIONS
Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:
o Your name,
o The Fund's name,
o A description of the request,
o For exchanges, the name of the fund you are exchanging into,
o Your account number,
o The dollar amount or number of Common Shares, and
o A telephone number where we may reach you during the day, or in the evening
if preferred.
REPURCHASE OFFERS-TELEPHONE INSTRUCTIONS
Generally, in a Repurchase Offer, requests to tender Common Shares with a value
of $100,000 or less can be made over the phone (1-800-632-2301) provided that
you do not hold share certificates and you have not changed your address by
phone or online** within the last 15 days. You may not tender over the phone
more than $100,000 in Common Shares during any single Repurchase Offer period.
If your shares are held in street or nominee name, please contact your
Securities Dealer to tender your Common Shares by telephone. Otherwise, written
instructions with respect to your tender of Common Shares in a Repurchase Offer
must be completed in the manner described, and on the appropriate forms
included, in the notification to shareholders of the Repurchase Offer.
If you qualify for a waiver from the Early Withdrawal Charge, please notify our
representative when you request to tender Common Shares over the phone. If you
do not indicate that you qualify for this waiver, the Fund cannot guarantee that
you will receive the waiver.
**These online services should be available in January 2003.
SIGNATURE GUARANTEES
For our mutual protection, we require a signature guarantee in the following
situations:
1. You wish to sell over $100,000 worth of Common Shares,
2. You want the proceeds to be paid to someone other than the registered
owners,
3. The proceeds are not being sent to the address of record, preauthorized
bank account, or preauthorized brokerage firm account,
4. We receive instructions from an agent, not the registered owners,
5. We believe a signature guarantee would protect us against potential claims
based on the instructions received.
A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker, credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.
SHARE CERTIFICATES
We will credit your Common Shares to your Fund account. We do not issue share
certificates unless you specifically request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed, you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.
Any outstanding share certificates must be returned to the Fund if you want to
sell or exchange the Common Shares. The certificates should be properly
endorsed. You can do this either by signing the back of the certificate or by
completing a share assignment form. For your protection, you may prefer to
complete a share assignment form and to send the certificate and assignment form
in separate envelopes.
ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS
When you open an account, we need you to tell us how you want your Common Shares
registered. How you register your account will affect your ownership rights and
ability to make certain transactions. If you have questions about how to
register your account, you should consult your investment representative or
legal advisor. Please keep the following information in mind when registering
your account.
JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account as "joint tenants with rights of survivorship" unless you tell us
otherwise. An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, we cannot accept instructions to change owners on the account unless all
owners agree in writing, even if the law in your state says otherwise. If you
would like another person or owner to sign for you, please send us a current
power of attorney.
GIFTS AND TRANSFERS TO MINORS. You may set up a custodial account for a minor
under your state's Uniform Gifts/Transfers to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.
TRUSTS. You should register your account as a trust only if you have a valid
written trust document. This avoids future disputes or possible court action
over who owns the account.
REQUIRED DOCUMENTS. For corporate, partnership and trust accounts, please send
us the following documents when you open your account. This will help avoid
delays in processing your transactions while we verify who may sign on the
account.
TYPE OF ACCOUNT DOCUMENTS REQUIRED
------------------------------------------------------------------------------
CORPORATION Corporate Resolution
----------------------------------------------------------------------
PARTNERSHIP 1. The pages from the partnership agreement
that identify the general partners, or
2. A certification for a partnership agreement
------------------------------------------------------------------------------
TRUST 1. The pages from the trust document that
identify the trustees, or
2. A certification for trust
------------------------------------------------------------------------------
STREET OR NOMINEE ACCOUNTS. If you have Common Shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the Common
Shares to the street or nominee name account of another Securities Dealer. Both
dealers must have an agreement with Distributors or we cannot process the
transfer. Contact your Securities Dealer to initiate the transfer. We will
process the transfer after we receive authorization in proper form from your
delivering Securities Dealer. Accounts may be transferred electronically through
the NSCC. For accounts registered in street or nominee name, we may take
instructions directly from the Securities Dealer or your nominee.
IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE
If there is a dealer or other representative of record on your account, he or
she will be able to obtain your account information, conduct transactions for
your account, and also will receive copies of all notifications and statements
and other information about your account directly from the Fund.
SERVICES TO HELP YOU MANAGE YOUR ACCOUNT
AUTOMATIC INVESTMENT PLAN
This plan offers a convenient way for you to invest in the Fund by automatically
transferring money from your checking or savings account each month to buy
Common Shares. To sign up, visit us online at franklintempleton.com** or
complete the appropriate section of your account application and mail it to
Investor Services. If you are opening a new account, please include the minimum
initial investment of $50 ($25 for an Education IRA) with your application.
AUTOMATIC PAYROLL DEDUCTION
You may invest in the Fund automatically by transferring money from your
paycheck to the Fund by electronic funds transfer. If you are interested,
indicate on your application that you would like to receive an Automatic Payroll
Deduction Program kit.
CUMULATIVE QUANTITY DISCOUNTS
You may include the cost or current value (whichever is higher) of your Common
Shares when determining if you may buy Class A shares of another Franklin
Templeton fund at a discount. You also may include the cost or current value
(whichever is higher) of your Common Shares towards the completion of a Letter
of Intent established in connection with the purchase of Class A shares of
another Franklin Templeton fund at a discount.
ELECTRONIC FUND TRANSFERS
You may choose to have dividend and capital gain distributions from the Fund
sent directly to a checking or savings account. If the account is with a bank
that is a member of the Automated Clearing House, the payments may be made
automatically by electronic funds transfer. If you choose this option, please
allow at least fifteen days for initial processing. We will send any payments
made during that time to the address of record on your account.
TELEFACTS(R)
From a touch-tone phone, you may call our TeleFACTS(R) system (day or night) at
1-800/247-1753 to:
o obtain information about your account;
o obtain price and performance information about any Franklin Templeton
fund; and
o request duplicate statements and deposit slips for Franklin Templeton
accounts.
You will need the Fund's code number to use TeleFACTS(R). The Fund's code number
is 020.
STATEMENTS, REPORTS AND PROSPECTUSES TO SHAREHOLDERS
We will send you the following statements, reports and prospectuses on a regular
basis:
o Statements reflecting transactions in your account, including additional
purchases and dividend reinvestments. PLEASE VERIFY THE ACCURACY OF YOUR
STATEMENTS WHEN YOU RECEIVE THEM.
o You also will receive the Fund's financial reports every six
months as well as an annual updated prospectus. To reduce Fund expenses,
we try to identify related shareholders in a household and send only one
copy of the financial reports and prospectus. This process, called
"householding," will continue indefinitely unless you instruct us
otherwise. If you prefer not to have these documents householded, please
call us at 1-800/632-2301. At any time you may view current prospectuses
and financial reports on our website.
If you choose, you may receive your statements, financial reports and
prospectuses through electronic delivery (please see "Telephone/Online
Privileges" below).
TELEPHONE/ONLINE PRIVILEGES
You will automatically receive telephone/online privileges when you open your
account, allowing you to obtain or view your account information, and conduct a
number of transactions by phone or online, including: buy, sell, or exchange
shares in connection with a Repurchase Offer; use electronic funds transfer to
buy or sell shares of most funds; change your address; add or change your bank
account information (online only) **; add or change account services (including
distribution options, and automatic investment plans). Online sell and exchange
privileges are not available for this Fund. The Fund may modify, suspend, or
terminate telephone/online privileges at any time.
To view your account information or request online transactions, you will first
need to register for these services at the shareholder section of our website at
franklintempleton.com. You will be asked to accept the terms of an online
agreement(s) and establish a password for online services. If you are registered
for online services, you may enroll online in Franklin Templeton's electronic
delivery program for your shareholder documents. This will allow you to receive
electronic delivery (through our website) of most funds' prospectuses,
annual/semiannual reports to shareholders, and proxy statements, as well as your
account(s) statements and trade confirmations, and discontinue receiving your
paper copies through the U.S. mail. Using our shareholder website means you are
consenting to sending and receiving personal financial information over the
Internet, so you should be sure you are comfortable with the risks.
As long as we follow reasonable security procedures and act on instructions we
reasonably believe are genuine, we will not be responsible for any losses that
may occur from unauthorized requests. We will request passwords or other
information, and also may record calls. To help safeguard your account, keep
your password confidential and verify the accuracy of your confirmation
statements immediately after you receive them. Contact us immediately if you
believe someone has obtained unauthorized access to your account or password.
For transactions done over the Internet, we recommend the use of an Internet
browser with 128-bit encryption. Certain methods of contacting us (such as by
phone or by Internet) may be unavailable or delayed during periods of unusual
market activity. OF COURSE, YOU CAN DECLINE TELEPHONE BUY, SELL, OR EXCHANGE
PRIVILEGES ON YOUR ACCOUNT APPLICATION, OR CHOOSE NOT TO REGISTER FOR ONLINE
PRIVILEGES. IF YOU HAVE TELEPHONE/ONLINE PRIVILEGES ON YOUR ACCOUNT AND WANT TO
DISCONTINUE THEM, PLEASE CONTACT US FOR INSTRUCTIONS. You may reinstate these
privileges at any time in writing, including online registration with respect to
online privileges.
NOTE: We discourage you from including confidential or sensitive information in
any Internet communication to us. If you do choose to send email (encrypted or
not) to us over the Internet, you are accepting the associated risks of lack of
confidentiality.
The Fund may modify, suspend, or terminate telephone/online privileges at any
time.
JOINT ACCOUNT RISK WITH TELEPHONE/ONLINE PRIVILEGES
You will automatically receive telephone/online privileges when you open your
account. If your account has more than one registered owner, telephone/online
privileges allow the Fund to accept online registration for online services
(including electronic delivery of shareholder documents) and transaction
instructions online or by telephone from only one registered owner. This means
that ANY ONE REGISTERED OWNER ON YOUR ACCOUNT, ACTING ALONE AND WITHOUT THE
CONSENT OF ANY OTHER REGISTERED OWNER, may give the Fund instructions by
telephone, online or in writing (subject to any limitations in telephone or
online privileges) to:
o Exchange shares from a jointly registered Fund account requiring all
registered owner signatures into an identically registered money fund account
that only requires one registered owner's signature to redeem shares;
o Redeem Fund shares and direct the redemption proceeds to a bank account that
may or may not be owned by you and, if owned by you jointly with someone
else, only requires one person to withdraw funds by check or otherwise;
o Add**/change the bank account to which Fund share redemption proceeds may be
sent, which bank account may not be owned by you;
o Purchase Fund shares by debiting a bank account that may be owned by
you; and
o Add**/change the bank account that may be debited for Fund share purchases,
which new account may be owned by you.
If you do NOT want another registered owner on your account to be able to issue
these kinds of instructions to the Fund without your consent, you must instruct
the Fund to deny/terminate online privileges and the ability to issue such
instructions by telephone so that these types of instructions will only be
accepted in writing signed by all account owners. This decision will apply to
any other fund into which you may exchange your jointly owned Fund shares. Any
later decision to permit these types of instructions by telephone and/or online
will need to be given to the Fund in a written instruction signed by all
registered owners.
INSTITUTIONAL ACCOUNTS
Additional methods of buying Common Shares of the Fund may be available to
institutional accounts. Institutional investors also may be required to complete
an institutional account application. For more information, call Institutional
Services.
AVAILABILITY OF THESE SERVICES
The services above are available to most shareholders. If, however, your Common
Shares are held by a financial institution, in a street name account, or
networked through the NSCC, the Fund may not be able to offer these services
directly to you. Please contact your investment representative.
**These online services should be available in January 2003.
WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?
If you have any questions about your account, you may write to Investor Services
at P.O. Box 997151, Sacramento, CA 95899-9983. The Fund, Distributors and the
manager are located at One Franklin Parkway, P.O. Box 7777, San Mateo, CA 94403.
You also may contact us by phone at one of the numbers listed below. For your
protection and to help ensure we provide you with quality service, all calls may
be monitored or recorded.
HOURS (PACIFIC TIME,
DEPARTMENT NAME TELEPHONE NUMBER MONDAY THROUGH FRIDAY)
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Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
6:30 a.m. to 2:30 p.m.(Saturday)
Fund Information 1-800/DIAL BEN 5:30 a.m. to 5:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m.(Saturday)
Retirement Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Advisor Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
FTI Institutional Services 1-800/321-8563 6:00 a.m. to 4:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
TeleFACTS(R)(automated) 1-800/247-1753 (around-the-clock access)
ADDITIONAL GENERAL INFORMATION
LEGAL MATTERS. Certain legal matters in connection with the Common Shares
offered by this prospectus will be passed on for the Fund by Stradley, Ronon,
Stevens & Young, LLP.
FURTHER INFORMATION. Further information concerning Common Shares and the
Fund may be found in the Fund's Registration Statement, filed electronically
with the SEC.
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
How Does the Fund Invest Its Assets?........................2
What Are the Risks of Investing in the Fund?................5
Investment Restrictions.....................................5
Officers and Trustees.......................................6
Investment Management and Other Services...................11
How Does the Fund Buy Securities for Its Portfolio?........12
How Do I Buy and Exchange Common Shares?...................13
How Are Common Shares Valued?..............................14
Additional Information on Distributions and Taxes..........15
The Fund's Underwriter.....................................17
How Does the Fund Measure Performance?.....................17
Miscellaneous Information..................................20
Financial Statements.......................................20
Useful Terms and Definitions...............................20
USEFUL TERMS AND DEFINITIONS
1940 ACT - The Investment Company Act of 1940, as amended. The 1940 Act governs
the operations of the Fund.
AGENT BANK - A Lender that administers a Corporate Loan on behalf of all Lenders
on a Corporate Loan. The Agent Bank typically is responsible for the collection
of principal and interest and fee payments from the Borrower, and distributes
these payments to the other Lenders. The Agent Bank is usually responsible for
enforcing the terms of the Corporate Loan. The Agent Bank is compensated for
these services.
ASSIGNMENT - An interest in a portion of a Corporate Loan. The purchaser of an
Assignment steps into the shoes of the original Lender. An Assignment from a
Lender gives the Fund the right to receive payments directly from the Borrower
and to enforce its rights as a Lender directly against the Borrower.
BANK AND TRUST - Franklin Templeton Bank and Trust. Bank and Trust is an
affiliate of Distributors and is a wholly owned subsidiary of Resources.
BOARD - The Board of Trustees of the Trust
BORROWER - A corporation that borrows money under a Corporate Loan or issues
Corporate Debt Securities. The Borrower is obligated to make interest and
principal payments to the Lender of a Corporate Loan or to the holder of a
Corporate Debt Security.
CD - Certificate of deposit
CD RATE - The interest rate currently available on certificates of deposit
CLASS A, CLASS B, CLASS C, ADVISOR CLASS AND CLASS Z - Certain funds in the
Franklin Templeton funds offer multiple classes of shares. The different classes
have proportionate interests in the same portfolio of investment securities.
They differ, however, primarily in their sales charge structures and Rule 12b-1
plans.
CODE - Internal Revenue Code of 1986, as amended
COMMON SHARES - Shares of beneficial interest in the Fund
CONTINGENT DEFERRED SALES CHARGE - A sales charge of 1% that may apply if you
sell Class A shares of a Franklin Templeton fund within eighteen months.
CORPORATE DEBT SECURITIES - Obligations issued by corporations in return for
investments by securityholders. In exchange for their investment in the
corporation, securityholders receive income from the corporation and the return
of their investments. The corporation typically pledges to the securityholders
collateral which will become the property of the securityholders in case the
corporation Defaults in paying interest or in repaying the amount of the
investments to securityholders.
CORPORATE LOAN - A loan made to a corporation. In return, the corporation makes
payments of interest and principal to the Lenders. The corporation typically
pledges collateral which becomes the property of the Lenders, in case the
corporation Defaults in paying interest or principal on the loan. Corporate
Loans include Assignments of Corporate Loans.
DECLARATION OF TRUST - The Agreement and Declaration of Trust of the Fund, which
is the basic charter document of the Fund.
DEFAULT - Failure to pay an obligation that is owed. For example, a Borrower
that has Defaulted on a Corporate Loan has failed to make interest or principal
payments that were due to the Lender.
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the Fund's principal
underwriter is a wholly owned subsidiary of Resources. The SAI lists the
Fund's officers and Board members who are affiliated with Distributors. See
"Officers and Trustees." Distributors is located at One Franklin Parkway, San
Mateo, CA 94403-1906.
EARLY WITHDRAWAL CHARGE - A charge of 1% that may apply to Common Shares that
have been held for less than eighteen months and that are repurchased by the
Fund in a Repurchase Offer. Certain waivers of this charge may apply.
ELIGIBLE GOVERNMENTAL AUTHORITY - Any state or local government or any
instrumentality, department, authority or agency thereof that has determined the
Fund is a legally permissible investment.
EQUITY SECURITIES - Securities which entitle the holder to participate in a
company's general operating success or failure. Public trading for Equity
Securities is typically a stock exchange but trading also can take place between
broker-dealers. Equity Securities generally take the form of common stock or
preferred stock.
FLOATING INTEREST RATE(S) - One of the following: (i) a variable interest rate
which adjusts to a base interest rate, such as LIBOR or the CD Rate on set
dates; or (ii) an interest rate that floats at a margin above a generally
recognized base lending interest rate such as the Prime Rate of a designated
U.S. bank.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in Franklin
Templeton Investments except Franklin Templeton Variable Insurance Products
Trust and Templeton Capital Accumulator Fund.
FRANKLIN TEMPLETON INVESTMENTS - All registered investment companies and other
accounts managed by various subsidiaries of Franklin Resources, Inc., a publicly
owned holding company
FT SERVICES - Franklin Templeton Services, LLC, the Fund's administrator
ILLIQUID - Illiquid property or securities cannot be sold within seven days, in
the ordinary course of business, at approximately the valued price.
INTEREST COVERAGE RATIO - A ratio which is used to show how many times interest
has been earned. This is of use particularly to long-term lenders. It is the sum
of the pre-tax net income and interest expense, divided by the interest expense.
INTERMEDIATE PARTICIPANT - A Lender, Participant or Agent Bank interposed
between the Fund and a Borrower, when the Fund invests in a Corporate Loan
through a Participation Interest.
INVESTOR SERVICES - Franklin Templeton Investor Services, LLC, the Fund's
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LENDER - The party that loans money to a corporation under a Corporate Loan. A
Corporate Loan in which the Fund may invest is often negotiated and structured
by a group of Lenders. The Lenders typically consist of commercial banks, thrift
institutions, insurance companies, finance companies or other financial
institutions. The Fund acts as a Lender when it directly invests in a Corporate
Loan or when it purchases an Assignment.
LEVERAGE RATIO - A ratio of a company's debt to equity. This ratio is commonly
used by lenders to determine the amounts they are willing to lend to a borrower.
LIBOR - The London InterBank Offered Rate, the interest rate that the most
creditworthy international banks charge each other for large loans.
MARKET TIMERS - Market Timers generally include market timing or asset
allocation services, accounts administered so as to buy, sell or exchange shares
based on predetermined market indicators, or any person or group whose
transactions seem to follow a timing pattern or whose transactions include
frequent or large exchanges.
MOODY'S - Moody's Investors Service
NET ASSET VALUE (NAV) - The net asset value of an investment company is
determined by deducting the company's liabilities from the total assets of the
company. The net asset value per share is determined by dividing the net asset
value of the company by the number of shares outstanding.
NRSRO - A nationally recognized statistical rating organization, such as S&P
or Moody's
NSCC - National Securities Clearing Corporation
NYSE - New York Stock Exchange
PRIME RATE - The interest rate charged by leading U.S. banks on loans to
their most creditworthy customers
REPURCHASE OFFERS - The quarterly offers by the Fund to repurchase a designated
percentage of the outstanding Common Shares owned by the Fund's shareholders.
Once every two years the Board may determine in its sole discretion to have one
additional Repurchase Offer in addition to the regular quarterly Repurchase
Offers.
REPURCHASE PAYMENT DEADLINE - The date by which the Fund must pay shareholders
for Common Shares repurchased in a Repurchase Offer, as stated in the
shareholder notification. The Repurchase Payment Deadline may be no later than
seven days after the Repurchase Pricing Date.
REPURCHASE PRICING DATE - The date on or after the Repurchase Request Deadline
on which the Fund determines the Net Asset Value applicable to the repurchase of
Common Shares in a Repurchase Offer, as scheduled in the shareholder
notification or, under certain circumstances, an earlier date than the scheduled
date, but not earlier than the Repurchase Request Deadline. As set by
fundamental policy of the Fund, the Repurchase Pricing Date must occur not later
than the fourteenth day after the Repurchase Request Deadline or the next
business day, if the fourteenth day is not a business day.
REPURCHASE REQUEST DEADLINE - The date by which Investor Services, on behalf of
the Fund, must receive the shareholders' requests for repurchase of their Common
Shares in conjunction with a Repurchase Offer, as stated in the shareholder
notification.
RESOURCES - Franklin Resources, Inc.
S&P(R) - Standard & Poor's Ratings Group
SEC - Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the Fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
TELEFACTS(R)- Franklin Templeton's automated customer servicing system
TRUST - the Franklin Floating Rate Trust
UNSECURED CORPORATE LOANS AND UNSECURED CORPORATE DEBT SECURITIES - Corporate
Loans and Corporate Debt Securities that are not backed by collateral. Thus, if
a Borrower Defaults on an Unsecured Corporate Loan or Unsecured Corporate Debt
Security, it is unlikely that the Fund would be able to recover the full amount
of the principal and interest due.
WARRANT - A security that gives the holder the right, but not the obligation, to
subscribe for newly created securities of the issuer or a related company at a
fixed price either at a certain date or during a set period.
WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the Fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
APPENDIX
DESCRIPTION OF RATINGS
CORPORATE BOND RATINGS
MOODY'S
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large, fluctuation of protective elements may be of greater amplitude, or
there may be other elements present that make the long-term risks appear
somewhat larger.
A - Bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.
BAA - Bonds rated Baa are considered medium-grade obligations. They are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. These
bonds lack outstanding investment characteristics and, in fact, have speculative
characteristics as well.
BA - Bonds rated Ba are judged to have predominantly speculative elements and
their future cannot be considered well assured. Often the protection of interest
and principal payments is very moderate and, thereby, not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing. These issues may be in default or
there may be present elements of danger with respect to principal or interest.
CA - Bonds rated Ca represent obligations that are speculative to a high degree.
These issues are often in default or have other marked shortcomings.
C - Bonds rated C are the lowest rated class of bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment standing.
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; modifier 2 indicates a mid-range ranking; and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.
S&P
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,
differ from AAA issues only in a small degree.
A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.
BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While these bonds will likely have some quality and protective
characteristics, they are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C - Bonds rated C are typically subordinated debt to senior debt that is
assigned an actual or implied CCC- rating. The C rating also may reflect the
filing of a bankruptcy petition under circumstances where debt service payments
are continuing. The C1 rating is reserved for income bonds on which no interest
is being paid.
D - Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
COMMERCIAL PAPER RATINGS
MOODY'S
Moody's commercial paper ratings are opinions of the ability of issuers to repay
punctually their promissory obligations not having an original maturity in
excess of nine months. Moody's employs the following designations, all judged to
be investment grade, to indicate the relative repayment capacity of rated
issuers:
P-1 (PRIME-1): Superior capacity for repayment.
P-2 (PRIME-2): Strong capacity for repayment.
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment
is very strong. A "plus" (+) designation indicates an even stronger
likelihood of timely payment.
A-2: Capacity for timely payment on issues with this designation is strong.
The relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
FRANKLIN FLOATING RATE TRUST
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 1, 2002
[Insert Franklin Templeton Investments logo]
P.O. BOX 997151
SACRAMENTO, CA 95899-9983 1-800/DIAL BEN(R)
TABLE OF CONTENTS
How Does the Fund Invest Its Assets?...................................... 2
What Are the Risks of Investing in the Fund?.............................. 5
Investment Restrictions................................................... 5
Officers and Trustees..................................................... 6
Investment Management and Other Services.................................. 11
How Does the Fund Buy Securities for Its Portfolio?....................... 12
How Do I Buy and Exchange Common Shares?.................................. 13
How Are Common Shares Valued?............................................. 14
Additional Information on Distributions and Taxes......................... 15
The Fund's Underwriter.................................................... 17
How Does the Fund Measure Performance?.................................... 17
Miscellaneous Information................................................. 20
Financial Statements...................................................... 20
Useful Terms and Definitions.............................................. 20
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When reading this SAI, you will see certain terms beginning with capital
letters. This means the term is explained under "Useful Terms and
Definitions."
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Franklin Floating Rate Trust is a non-diversified closed-end investment company.
Its goal is to provide as high a level of current income and preservation of
capital as is consistent with investment primarily in senior secured Corporate
Loans and Corporate Debt Securities with Floating Interest Rates. Franklin
Advisers, Inc., the Fund's investment manager, uses its credit analysis to
select suitable investments for the Fund. The Fund seeks to achieve its goal by
investing at least 80% of its net assets in such loans or debt securities that
are rated B or higher by an NRSRO or, if unrated, determined to be of comparable
quality by the manager. Net Assets for the 80% policy include the amount of any
borrowings for investment purposes.
The Prospectus, dated December 1, 2002, which we may amend from time to time,
contains the basic information you should know before investing in the Fund. For
a free copy, call 1-800/DIAL BEN.
THIS SAI IS NOT A PROSPECTUS. IT CONTAINS INFORMATION IN ADDITION TO AND IN MORE
DETAIL THAN SET FORTH IN THE PROSPECTUS. THIS SAI IS INTENDED TO PROVIDE YOU
WITH ADDITIONAL INFORMATION REGARDING THE ACTIVITIES AND OPERATIONS OF THE FUND,
AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
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INVESTMENT COMPANY SHARES, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
O ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
O ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK;
O ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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HOW DOES THE FUND INVEST ITS ASSETS?
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The following gives more detailed information about the Fund's investment
policies and the types of securities that it may buy. Please read this
information together with the section "What Kinds of Securities Does the Fund
Purchase?" in the Prospectus.
INVESTMENT GOAL AND POLICIES The Fund's investment goal is described in the
Prospectus in the section entitled "What Kinds of Securities Does The Fund
Purchase?"
RESTRICTIVE COVENANTS The Borrower under a Corporate Loan and the issuer of a
Corporate Debt Security must comply with various restrictive covenants contained
in any Corporate Loan agreement between the Borrower and the lending syndicate
or in any trust indenture or comparable document in connection with a Corporate
Debt Security. A restrictive covenant is a promise by the Borrower to not take
certain actions which may impair the rights of Lenders. These covenants, in
addition to requiring the scheduled payment of interest and principal, may
include restrictions on dividend payments and other distributions to
shareholders, provisions requiring the Borrower to maintain specific financial
ratios or relationships and limits on total debt. In addition, a covenant may
require the Borrower to prepay the Corporate Loan or Corporate Debt Security
with any excess cash flow. Excess cash flow generally includes net cash flow
after scheduled debt service payments and permitted capital expenditures, among
other things, as well as the proceeds from asset dispositions or sales of
securities. A breach of a covenant (after giving effect to any cure period) in a
Corporate Loan agreement which is not waived by the Agent Bank and the lending
syndicate normally is an event of acceleration. This means that the Agent Bank
has the right to demand immediate repayment in full of the outstanding Corporate
Loan. Acceleration may also occur in the case of the breach of a covenant in a
Corporate Debt Security document.
DESCRIPTION OF FLOATING OR VARIABLE INTEREST RATES The rate of interest payable
on floating or variable rate Corporate Loans or Corporate Debt Securities is
established as the sum of a base lending rate plus a specified margin. These
base lending rates generally are LIBOR, the Prime Rate of a designated U.S.
bank, the CD Rate, or another base lending rate used by commercial lenders. The
interest rate on Prime Rate-based Corporate Loans and Corporate Debt Securities
floats daily as the Prime Rate changes, while the interest rate on LIBOR-based
and CD-based Corporate Loans and Corporate Debt Securities is reset
periodically, typically between 30 days and one year.
Certain of the floating or variable rate Corporate Loans and Corporate Debt
Securities in which the Fund will invest may permit the Borrower to select an
interest rate reset period of up to one year. A portion of the Fund's
investments may consist of Corporate Loans with interest rates that are fixed
for the term of the loan. Investment in Corporate Loans and Corporate Debt
Securities with longer interest rate reset periods or fixed interest rates may
increase fluctuations in the Fund's Net Asset Value as a result of changes in
interest rates. However the Fund may attempt to hedge all of its fixed rate
Corporate Loans and Corporate Debt Securities against interest rate fluctuations
by entering into interest rate swap transactions. The Fund also will attempt to
maintain a portfolio of Corporate Loans and Corporate Debt Securities that will
have a dollar weighted average period to the next interest rate adjustment of no
more than 90 days.
Corporate Loans and Corporate Debt Securities traditionally have been structured
so that Borrowers pay higher margins when they elect LIBOR and CD-based borrower
options, in order to permit Lenders to obtain generally consistent yields on
Corporate Loans and Corporate Debt Securities, regardless of whether Borrowers
select the LIBOR or CD-based options, or the Prime-based option. In recent
years, however, the differential between the lower LIBOR and CD base rates and
the higher Prime Rate base rates prevailing in the commercial bank markets has
widened to the point where the higher margins paid by Borrowers for LIBOR and
CD-based pricing options do not currently compensate for the differential
between the Prime Rate and the LIBOR and CD base rates. Consequently, Borrowers
have increasingly selected the LIBOR-based pricing option, resulting in a yield
on Corporate Loans and Corporate Debt Securities that is consistently lower than
the yield available from the Prime Rate-based pricing option. This trend will
significantly limit the ability of the Fund to achieve a net return to
shareholders that consistently approximates the average published Prime Rate of
leading U.S. banks. Because changes to this trend are inherently unpredictable,
the manager cannot predict whether or not the trend will continue.
FOREIGN CURRENCY SWAPS Foreign currency swaps involve the exchange by the Fund
with another party of the right to receive foreign currency (paid under a
Corporate Loan or Corporate Debt Security) for the right to receive U.S.
dollars. The Fund will enter into a foreign currency swap only if, at the time
of entering into the transaction, the counterparty's outstanding debt
obligations are investment grade. This means they are rated BBB or A-3 or higher
by S&P or Baa or P-3 or higher by Moody's, or determined by the manager to be of
comparable quality. The amounts of U.S. dollar payments to be received by the
Fund and the foreign currency payments to be received by the counterparty are
fixed at the time the swap arrangement is entered into. This locks in the Fund's
right to receive payments under a Corporate Loan or Corporate Debt Security in a
predetermined amount of U.S. dollars. In this way, the swap protects the Fund
from the fluctuations in exchange rates. If there is a counterparty default, the
Fund will have contractual remedies pursuant to the swap arrangements. However,
if a replacement swap arrangement is unavailable or if the Fund is unable to
recover damages from the defaulting counterparty, the Fund's right to foreign
currency payments under the loan will be subject to fluctuations based upon
changes in the applicable exchange rate. If the Borrower defaults on or prepays
the underlying Corporate Loan or Corporate Debt Security, the Fund may be
required pursuant to the swap arrangements to compensate the counterparty for
fluctuations in exchange rates adverse to the counterparty. In the event of such
a default or prepayment, the Fund will either maintain specified asset coverages
of at least 300% with respect to the amount of compensation that must be paid to
the counterparty, marked to market daily, or set aside in a segregated account
an amount of cash or other liquid assets at least equal to the amount of
compensation that must be paid to the counterparty marked to market daily.
LOANS OF PORTFOLIO SECURITIES To generate additional income, the Fund may lend
certain of its portfolio securities to qualified banks and broker-dealers. These
loans may not exceed 33 1/3% of the value of the Fund's total assets, measured
at the time of the most recent loan. This limitation is a fundamental policy,
which means it may not be changed without the approval of the holders of a
majority of the Fund's Common Shares. For each loan, the borrower must maintain
with the Fund's custodian collateral (consisting of any combination of cash,
securities issued by the U.S. government and its agencies and instrumentalities,
or irrevocable letters of credit) with a value at least equal to 100% of the
current market value of the loaned securities. The Fund retains all or a portion
of the interest received on investment of the cash collateral or receives a fee
from the borrower. The Fund also continues to receive any distributions paid on
the loaned securities. The Fund may terminate a loan at any time and obtain the
return of the securities loaned within the normal settlement period for the
security involved.
Where voting rights with respect to the loaned securities pass with the lending
of the securities, the manager intends to call the loaned securities to vote
proxies, or to use other practicable and legally enforceable means to obtain
voting rights, when the manager has knowledge that, in its opinion, a material
event affecting the loaned securities will occur or the manager otherwise
believes it necessary to vote. As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in collateral in the event of
default or insolvency of the borrower. The Fund will loan its securities only to
parties who meet creditworthiness standards approved by the Fund's Board of
Trustees, i.e., banks or broker-dealers that the manager has determined present
no serious risk of becoming involved in bankruptcy proceedings within the time
frame contemplated by the loan.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS There is no limit on the amount of
assets in which the Fund may invest on a when-issued basis. For a general
description of "when-issued" and "delayed delivery" transactions, see the
Prospectus.
No income accrues to the Fund prior to the date the Fund actually takes delivery
of the interests or securities. These interests and securities are subject to
market fluctuation before delivery to the Fund. The value of the interests or
securities at delivery may be more or less than their purchase price. By the
time delivery occurs, better yields may be generally available than the yields
on the interests or securities obtained pursuant to such transactions.
In when-issued and delayed delivery transactions, the Fund relies on the buyer
or seller, as the case may be, to complete the transaction. Therefore, if the
other party fails to complete the transaction the Fund may miss an advantageous
price or yield. When the Fund is the buyer in such a transaction, it will either
maintain specified asset coverage of at least 300% of the amount equal to the
purchase price, until it makes payment, or maintain, in a segregated account, an
amount equal to the purchase price, until it makes payment. This amount will be
in the form of cash or other liquid assets. The Fund will generally make
commitments to purchase such interests or securities on a when-issued basis with
the intention of acquiring such interests or securities. The Fund may, however,
find it advisable to sell them before the settlement date. The Fund will not
engage in when-issued and delayed delivery transactions for the purpose of
investment leverage.
INTEREST RATE SWAPS The Fund usually will enter into interest rate swaps on a
net basis. This means that the Fund will receive or pay, as the case may be,
only the difference between the two payments. The net amount of the Fund's
obligations over its entitlements, if any, with respect to each interest rate
swap will be accrued on a daily basis. The Fund will then either maintain
specified asset coverages of at least 300% with respect to an amount at least
equal to the accrued net obligation, marked to market daily, or set aside in a
segregated account an amount at least equal to the accrued net obligation marked
to market daily. The amount in the segregated account will be in the form of
cash or other liquid assets. If the interest rate swap transaction is entered
into on other than a net basis, the full amount of the Fund's obligations will
be accrued on a daily basis, and the Fund will segregate an amount equal to the
Fund's full obligations.
The Fund will not enter into any interest rate hedging transaction unless the
manager considers the credit quality of the unsecured senior debt or the
claims-paying ability of the other party to be investment grade. If there is a
default by the counterparty to such a transaction, bankruptcy and insolvency
laws could affect the Fund's rights as a creditor. In recent years, the swap
market has grown substantially and many portions of the swap market have become
relatively liquid, in comparison with other similar instruments traded in the
interbank market. However, there can be no assurance that the Fund will be able
to terminate an interest rate swap or be able to sell or offset interest rate
caps or floors that it has purchased.
The use of interest rate hedges is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio transactions. If the manager is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance
of the Fund would diminish compared with what it would have been if these
investment techniques were not used.
Since interest rate transactions are individually negotiated, the manager
expects to achieve an acceptable degree of correlation between the Fund's rights
to receive interest on Participation Interests and its rights and obligations to
receive and pay interest pursuant to interest rate swaps.
EFFECTS OF LEVERAGE - PREFERRED SHARES The Fund also may issue one or more
series of preferred shares, although it has no current intention to do so. There
is a risk that the costs of issuing additional classes of securities may exceed
the income and appreciation, if any, on assets acquired with the offering
proceeds. If this occurs, the use of leverage will reduce the investment
performance of the Fund compared with what it would have been without leverage.
The costs associated with such offerings include interest payments, fees and
dividends. The issuance of additional classes of preferred shares involves
offering expenses and other costs. Also, it may limit the Fund's freedom to pay
dividends on Common Shares or to engage in other activities.
Leverage creates certain risks for holders of Common Shares. Leveraging by the
Fund creates an opportunity for greater total return but, at the same time,
increases exposure to losses. The Net Asset Value of Common Shares may be more
volatile than if the Fund were not leveraged. These risks may be reduced through
the use of preferred stock that has Floating Interest Rates.
REPURCHASE AGREEMENTS The Fund generally will have a portion of its assets in
cash or cash equivalents for a variety of reasons, including waiting for a
special investment opportunity or taking a defensive position. To earn income on
this portion of its assets, the Fund may enter into repurchase agreements. Under
a repurchase agreement, the Fund agrees to buy securities guaranteed as to
payment of principal and interest by the U.S. government or its agencies from a
qualified bank or broker-dealer and then to sell the securities back to the bank
or broker-dealer after a short period of time (generally, less than seven days)
at a higher price. The bank or broker-dealer must transfer to the Fund's
custodian securities with an initial market value of at least 102% of the dollar
amount invested by the Fund in each repurchase agreement. The manager will
monitor the value of such securities daily to determine that the value equals or
exceeds the repurchase price. Repurchase agreements may involve risks in the
event of default or insolvency of the bank or broker-dealer, including possible
delays or restrictions upon the Fund's ability to sell the underlying
securities. The Fund will enter into repurchase agreements only with parties who
meet certain creditworthiness standards, i.e., banks or broker-dealers that the
manager has determined present no serious risk of becoming involved in
bankruptcy proceedings within the time frame contemplated by the repurchase
transaction.
CURRENCY CONVERSIONS Loans to U.S. subsidiaries of non-U.S. Borrowers and to
U.S. Borrowers with significant non-U.S. dollar-denominated revenues may
provide for conversion of all or part of the loan from a U.S.
dollar-denominated obligation into a foreign currency obligation at the
option of the Borrower. The Fund may invest in Corporate Loans and Corporate
Debt Securities which have been converted into non-U.S. dollar-denominated
obligations only when provision is made for payments to the Lenders in U.S.
dollars pursuant to foreign currency swap arrangements.
Temporary Investments When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner by holding all or a substantial portion
of its assets in cash, cash equivalents or other high quality short-term
investments. Unfavorable market or economic conditions may include excessive
volatility or a prolonged general decline in the securities markets, the
securities in which the Fund normally invests, or the economy.
Temporary defensive investments generally may include securities rated Baa, BBB,
P-3 or A-3, secured and unsecured short term debt obligations, cash, cash
equivalents and other high-quality short-term investments. To the extent allowed
by exemptions granted under the 1940 Act and the Fund's other investment
policies and restrictions, the manager also may invest the Fund's assets in
shares of one or more money market funds managed by the manager or its
affiliates. The manager also may invest in these types of securities or hold
cash while looking for suitable investment opportunities or to maintain
liquidity as required for Repurchase Offers
WHAT ARE THE RISKS OF INVESTING IN THE FUND?
-------------------------------------------------------------------------------
The following provides more detailed information about some of the Fund's risks.
You should read it together with the section in the Prospectus entitled "What
Are the Risks of Investing in the Fund?"
COLLATERAL IMPAIRMENT Corporate Loans and Corporate Debt Securities (excluding
Unsecured Corporate Loans and Unsecured Corporate Debt Securities) will be
secured unless (i) the Fund's security interest in the collateral is invalidated
for any reason by a court or (ii) the collateral is fully released with the
consent of the Agent Bank and Lenders or under the terms of a loan agreement as
the creditworthiness of the Borrower improves.
There are risks which may cause the collateral to be insufficient in the event
that a Borrower defaults on a loan. Although the terms of Corporate Loans and
Corporate Debt Securities require that collateral be maintained at a value at
least equal to 100% of the amount of such loan or debt security, the value of
the collateral may decline subsequent to the Fund's investment. To the extent
that collateral consists of the stock of the Borrower's subsidiaries or other
affiliates, the Fund will be subject to the risk that this stock will decline in
value. Such a decline, whether as a result of bankruptcy proceedings or
otherwise, could cause the Corporate Loan or Corporate Debt Security to be under
collateralized or unsecured. In most credit agreements, there is no formal
requirement to pledge additional collateral.
There is also the risk that the collateral may be difficult to liquidate. In
fact, a majority of the collateral may be Illiquid. Consequently, the Fund might
not receive payments to which it is entitled. This may result in a decline in
the value of the investment and, in turn, a decline in the Net Asset Value of
the Fund's Common Shares.
There may be temporary periods when the principal asset held by a Borrower is
the stock of a related company, which may not legally be pledged to secure a
Corporate Loan or Corporate Debt Security. On occasions when the stock cannot be
pledged, the Corporate Loan or Corporate Debt Security will be temporarily
unsecured until the stock can be pledged or is exchanged for or replaced by
other assets, which will be pledged as security for the Corporate Loan or
Corporate Debt Security. However, the Borrower's ability to dispose of such
securities, other than in connection with a pledge or replacement, will be
strictly limited for the protection of the holders of Corporate Loans.
If a Borrower becomes involved in bankruptcy proceedings, the Fund's access to
the collateral may be limited by bankruptcy and other laws. A court may find
that the Fund's interest in the collateral is invalid or it may find that other
creditors of the Borrower should be paid before the Fund. Such action by a court
could be based on a number of legal theories. For example, faulty loan
documentation or faulty official filings could lead to an invalidation by a
court. Corporate Loans or Corporate Debt Securities made in connection with a
highly leveraged transaction are at increased risk. In the event that a court
reaches such a decision, it is unlikely that the Fund would be able to recover
the full amount of the principal and interest due on the Corporate Loan or
Corporate Debt Security.
INVESTMENT RESTRICTIONS
-------------------------------------------------------------------------------
The Fund has adopted the following restrictions as fundamental policies. Prior
to issuance of any preferred stock, these restrictions may not be changed
without the approval of a majority of the Fund's outstanding Common Shares.
Under the 1940 Act, this means the lesser of (i) 67% of the Common Shares
represented at a meeting at which more than 50% of the outstanding Common Shares
are represented or (ii) more than 50% of the outstanding Common Shares.
Following the issuance of a class of preferred stock, the following investment
restrictions may not be changed without the approval of a majority of the
outstanding Common Shares and of the preferred stock, voting together as a
class, and the approval of a majority of the outstanding shares of preferred
stock, voting separately by class. None of the following restrictions shall be
construed to prevent the Fund from investing all of its assets in another
management investment company with an investment goal, policies and restrictions
that are substantially the same as the investment goal, policies and
restrictions of the Fund. The Fund MAY NOT:
1. Borrow money or issue senior securities, except as permitted by Section 18 of
the 1940 Act and except to the extent that the Fund's investment in foreign
currency swaps, when-issued and delayed delivery securities, interest rate
hedging transactions and Corporate Loans in connection with revolving credit
facilities may be deemed senior securities.
2. Underwrite securities of other issuers except insofar as the Fund may be
deemed an underwriter under the 1933 Act in selling portfolio securities.
3. Make loans to other persons, except that the Fund may invest in loans
(including Assignments and Participation Interests, and including secured or
unsecured corporate loans), purchase debt securities, enter into repurchase
agreements, and lend its portfolio securities.
4. Invest more than 25% of its total assets in the securities of issuers in any
one industry; provided that this limitation shall not apply with respect to
obligations issued or guaranteed by the U.S. government or by its agencies or
instrumentalities; and provided further that the Fund will invest more than 25%
and may invest up to 100% of its assets in securities of issuers in the industry
group consisting of financial institutions and their holding companies,
including commercial banks, thrift institutions, insurance companies and finance
companies. For purposes of this restriction, the term "issuer" includes the
Borrower, the Agent Bank and any Intermediate Participant (as defined under
"What Kinds of Securities Does the Fund Purchase? - Description of Participation
Interests and Assignments" in the Prospectus).
5. Purchase any securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities. The purchase of Corporate Loans, Corporate Debt
Securities, and other investment assets with the proceeds of a permitted
borrowing or securities offering will not be deemed to be the purchase of
securities on margin.
6. Buy or sell real estate (other than (i) interests in real estate investment
trusts, (ii) loans or securities that are secured, directly or indirectly, by
real estate, or (iii) securities issued by companies that invest or deal in real
estate), provided that the Fund may hold for prompt sale and sell real estate or
interests in real estate to which the Fund may gain an ownership interest
through the forfeiture of collateral securing loans or debt securities held by
the Fund.
7. Buy or sell commodities or commodity contracts (other than financial
futures), provided that forward foreign currency exchange contracts shall not be
deemed to be commodity contracts.
If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in the value or liquidity of
portfolio securities or the amount of assets will not be considered a violation
of any of the foregoing restrictions, except that with respect to borrowing, if
the borrowing exceeds the Fund's percentage restriction on borrowing, the Fund
will reduce its borrowing within three days to no more than the percentage
restriction.
OFFICERS AND TRUSTEES
-------------------------------------------------------------------------------
The Trust has a Board of Trustees. Each Trustee will serve until that person's
successor is elected and qualified. The Board has the responsibility for the
overall management of the Fund, including general supervision and review of the
Fund's investment activities. The Board, in turn, elects the officers of the
Fund who are responsible for administering the Fund's day-to-day operations. The
name, age and address of the officers and Board members, as well as their
affiliations, positions held with the trust, and principal occupations during
the past five years are shown below.
INDEPENDENT BOARD MEMBERS
----------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY OTHER
NAME, AGE LENGTH OF BOARD DIRECTORSHIPS
AND ADDRESS POSITION TIME SERVED MEMBER* HELD
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
FRANK H. Trustee Since 106 None
ABBOTT, III 1997
(81)
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President and Director, Abbott Corporation (an investment company); and FORMERLY, Director,
MotherLode Gold Mines Consolidated (gold mining) (until 1996) and Vacu-Dry Co.
(food processing) (until 1996).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
HARRIS J. Trustee Since 133 Director, Bar-S Foods
ASHTON (70) 1997 (meat packing company).
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding
company) (until 2002); and President, Chief Executive Officer and Chairman of the Board,
General Host Corporation (nursery and craft centers) (until 1998).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
S. JOSEPH Trustee Since 134 None
FORTUNATO 1997
(70)
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Member of the law firm of Pitney, Hardin, Kipp & Szuch.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
EDITH E. Trustee Since 82 Director, Amerada Hess
HOLIDAY (50) 1998 Corporation (exploration
One Franklin and refining of oil and
Parkway gas); Hercules
San Mateo, Incorporated (chemicals,
CA 94403-1906 fobers and resins);
Beverly Enterprises, Inc.
(health care); H.J. Heinz
Company (processed foods
and allied products); RTI
International Metals, Inc.
(manufacture and
distribution of titanium);
and Canadian National
Railway (railroad)
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Assistant to the President of the United States
and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury
Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public
Affairs and Public Liaison-United States Treasury Department (1988-1989).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
FRANK W.T. Trustee Since 106 Director, The California
LAHAYE (73) 1997 Center for Land Recycling
One Franklin (redevelopment).
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture
Management Company (venture capital).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
GORDON S. Trustee Since 133 Director, White Mountains
MACKLIN (74) 1997 Insurance Group, Ltd.
One Franklin (holding company); Martek
Parkway Biosciences Corporation;
San Mateo, WorldCom, Inc.
CA 94403-1906 (communications services);
MedImmune, Inc.
(biotechnology);
Overstock.com
(Internet services); and
Spacehab, In.
(aerospace services).
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and FORMERLY,
Chairman, White River Corporation (financial services) (until 1998) and Hambrecht & Quist Group
(investment banking) (until 1992); and President, National Association of Securities Dealers,
Inc. (until 1987).
----------------------------------------------------------------------------------------------
INTERESTED BOARD MEMBERS AND OFFICERS
-----------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY OTHER
NAME, AGE LENGTH OF BOARD DIRECTORSHIPS
AND ADDRESS POSITION TIME SERVED MEMBER* HELD
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
**CHARLES B. Trustee Since 133 None
JOHNSON (69) and 1997
One Franklin Chairman
Parkway the Board
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, Chief Executive Officer, Member - Office of the Chairman and Director,
Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director,
Fiduciary Trust Company International; officer and/or director or trustee, as the case may be,
of some of the other subsidiaries of Franklin Resources, Inc.; and officer of 45 of the
investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
**RUPERT H. Trustee, Trustee 116 None
JOHNSON, JR. President and
(62) and Chief President
One Franklin Executive since
Parkway Officer - 1997 and
San Mateo, Investment Chief
CA 94403-1906 Management Executive
Officer -
Investment
Management
since
October
2002
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.;
Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin
Advisers, Inc. and Franklin Investment Advisory Services, Inc.; Senior Vice President,
Franklin Advisory Services, LLC; officer and/or director or trustee, as the case may be, of
some of the other subsidiaries of Franklin Resources, Inc.; and officer of 48 of the
investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
HARMON E. Vice Since Not None
BURNS (57) President 1997 Applicable
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice
President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President,
Franklin Advisers, Inc.; Director, Franklin Investment Advisory Services, Inc.; and officer
and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin
Resources, Inc. and of 48 of the investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
RICHARD Vice Since Not None
D'ADDARIO President March Applicable
(53) 2002
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Senior Vice President and Director of Research, Franklin Advisers, Inc.; and officer of three
of the investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
MARTIN L. Vice Since Not None
FLANAGAN (42) President 1997 Applicable
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Member - Office of the President, Chief Financial Officer and Chief Operating
Officer, Franklin Resources, Inc.; Senior Vice President and Chief Financial Officer, Franklin
Mutual Advisers, LLC; Executive Vice President, Chief Financial Officer and Director,
Templeton Worldwide, Inc.; Executive Vice President and Chief Operating Officer, Templeton
Investment Counsel, LLC; Executive Vice President and Director, Franklin Advisers, Inc.;
Executive Vice President, Franklin Investment Advisory Services, Inc. and Franklin Templeton
Investor Services, LLC; Chief Financial Officer, Franklin Advisory Services, LLC; Chairman,
Franklin Templeton Services, LLC; and officer and/or director of some of the other subsidiaries
of Franklin Resources, Inc. and of 49 of the investment companies in Franklin Templeton
Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
JIMMY D. Senior Vice Since Not None
GAMBILL President October Applicable
(55) and Chief 2002
500 East Executive
Broward Officer-Finance
Blvd. and
Suite 2100 Administration
Fort
Lauderdale,
FL 33394-3091
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton
Services, LLC; and officer of some of the investment companies in Franklin
Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
DAVID P. Vice Since Not None
GOSS (55) President 2000 Applicable
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Associate General Counsel, Franklin Resources, Inc.; President, Chief Executive Officer and
Director, Property Resources, Inc. and Franklin Properties, Inc.; officer and/or director of
some of the other subsidiaries of Franklin Resources, Inc.; officer of 50 of the investment
companies in Franklin Templeton Investments; and FORMERLY, President, Chief Executive Officer
and Director, Property Resources Equity Trust (until 1999) and Franklin Select Realty Trust
(until 2000).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
BARBARA J. Vice Since Not None
GREEN (55) President 2000 Applicable
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President and Deputy General Counsel, Franklin Resources, Inc.; and Senior Vice
President, Templeton Worldwide, Inc. and officer of one of the other subsidiaries of Franklin
Resources, Inc., and of 50 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior
Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow,
Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
CHAUNCEY F. Vice Since Not None
LUFKIN (44) President 1997 Applicable
One Franklin
Parkway
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.; and officer of two of
the investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
KIMBERLEY Treasurer Treasurer Not None
MONASTERIO and Chief Since Applicable
(38) Financial 2000 and
One Franklin Officer Chief
Parkway Financial
San Mateo, Officer
CA 94403-1906 since
October
2002
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Senior Vice President, Franklin Templeton Services, LLC; and officer of 34 of the investment
companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
MURRAY L. Vice Since Not None
SIMPSON (65) President 2000 Applicable
One Franklin and
Parkway Secretary
San Mateo,
CA 94403-1906
----------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or
director of some of the subsidiaries of Franklin Resources, Inc.; officer of 50 of the
investment companies in Franklin Templeton Investments; and FORMERLY, Chief Executive Officer
and Managing Director, Templeton Franklin Investment Services (Asia) Limited (until 2000);
and Director, Templeton Asset Management Ltd. (until 1999).
----------------------------------------------------------------------------------------------
*We base the number of portfolios on each separate series of the registered
investment companies comprising the Franklin Templeton Investments fund complex.
These portfolios have a common investment adviser or affiliated investment
advisers.
**Charles B. Johnson and Rupert H. Johnson, Jr. are considered interested
persons of the Trust under the federal securities laws due to their
positions as officers and directors and major shareholders of Franklin
Resources, Inc., which is the parent company of the Trust's adviser and
distributor.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers.
Board members who are not interested persons of the Fund or the manager are not
currently paid by the Fund although they may receive fees in the future. Board
members who serve on the audit committee of the Trust and other funds in
Franklin Templeton Investments receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Trust. Members of a
committee are not separately compensated for any committee meeting held on the
day of Board meeting. Noninterested trustees also may serve as directors or
trustees of other investment companies in Franklin Templeton Investments and may
receive fees from these funds for their services. The fees payable to
noninterested trustees by the Trust are subject to reductions resulting from fee
caps limiting the amount of fees payable to trustees who serve on other boards
within Franklin Templeton Investments. The following table provides the total
fees paid to noninterested trustees by Franklin Templeton Investments.
NUMBER OF BOARDS IN
TOTAL FEES RECEIVED FRANKLIN TEMPLETON
FROM FRANKLIN INVESTMENTS ON WHICH
NAME TEMPLETON INVESTMENTS* EACH SERVES**
------------------------------------------------------------------------------
Frank H. Abbott, III 163,675 28
Harris J. Ashton 353,221 44
S. Joseph Fortunato 352,380 45
Edith E. Holiday 254,670 24
Frank W. T. LaHaye 154,197 28
Gordon S. Macklin 353,221 44
*For the calendar year ended December 31, 2001.
**We base the number of boards on the number of registered investment companies
in Franklin Templeton Investments. This number does not include the total number
of series or portfolios within each investment company for which the Board
members are responsible.
Noninterested Board members are reimbursed for expenses incurred in connection
with attending Board meetings, paid pro rata by each fund in Franklin Templeton
Investments for which they serve as director or trustee. No officer or Board
member received any other compensation, including pension or retirement
benefits, directly or indirectly from the Fund or other funds in Franklin
Templeton Investments. Certain officers or Board members who are shareholders of
Franklin Resources, Inc. (Resources) may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to its
subsidiaries.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as is
consistent with their individual financial goals. In February 1998, this policy
was formalized through adoption of a requirement that each Board member invest
one-third of fees received for serving as a director or trustee of a Templeton
fund in shares of one or more Templeton funds and one-third of fees received for
serving as a director or trustee of a Franklin fund in shares of one or more
Franklin funds until the value of such investments equals or exceeds five times
the annual fees paid such Board member. Investments in the name of family
members or entities controlled by a Board member constitute fund holdings of
such Board member for purposes of this policy, and a three-year phase-in period
applies to such investment requirements for newly elected Board members. In
implementing such policy, a Board member's fund holdings existing on February
27, 1998, are valued as of such date with subsequent investments valued at cost.
The following tables provide the dollar range of equity securities beneficially
owned by the Board members of the Trust on December 31, 2001.
INDEPENDENT BOARD MEMBERS
-------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN
ALL FUNDS
OVERSEEN BY THE
BOARD MEMBER IN
THE FRANKLIN
NAME OF THE BOARD DOLLAR RANGE OF EQUITY TEMPLETON FUND
MEMBER SECURITIES IN THE FUND COMPLEX
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Frank H. Abbott, III None Over $100,000
-------------------------------------------------------------------------------
Harris J. Ashton $1 - $10,000 Over $100,000
-------------------------------------------------------------------------------
S. Joseph Fortunato $1 - $10,000 Over $100,000
-------------------------------------------------------------------------------
Edith E. Holiday $1 - $10,000 Over $100,000
-------------------------------------------------------------------------------
Frank W.T. LaHaye None Over $100,000
-------------------------------------------------------------------------------
Gordon S. Macklin None Over $100,000
-------------------------------------------------------------------------------
INTERESTED BOARD MEMBERS
-------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN
ALL FUNDS
OVERSEEN BY THE
BOARD MEMBER IN
THE FRANKLIN
NAME OF THE BOARD DOLLAR RANGE OF EQUITY TEMPLETON FUND
MEMBER SECURITIES IN THE FUND COMPLEX
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Charles B. Johnson Over $100,000 Over $100,000
-------------------------------------------------------------------------------
Rupert H. Johnson, Jr. None Over $100,000
-------------------------------------------------------------------------------
BOARD COMMITTEES The Board maintains two standing committees: the Audit
Committee and the Nominating Committee. The Audit Committee is generally
responsible for recommending the selection of the Trust's independent
auditors, including evaluating their independence and meeting with such
auditors to consider and review matters relating to the Trust's financial
reports and internal accounting. The Audit Committee is comprised of the
following Independent Trustees of the Trust: Frank H. Abbott, III and Frank
W.T. LaHaye. The Nominating Committee is comprised of the following
Independent Trustees of the Trust: Frank H. Abbot, III, Harris J. Ashton, S.
Joseph Fortunato, Frank W.T. LaHaye and Gordon S. Macklin.
The Trust's Nominating Committee sets trustees' fees and is responsible for the
nomination of trustees to the Board. When vacancies arise or elections are held,
the Committee considers qualified nominees, including those recommended by
shareholders who provide a written request to the Board, care of the Trust's
address at:
P.O. Box 997151
Sacramento, CA 95899-9983
During the fiscal year ended July 31, 2002,the Audit Committee met twice and the
Nominating Committee did not meet.
INVESTMENT MANAGEMENT AND OTHER SERVICES
-------------------------------------------------------------------------------
INVESTMENT MANAGER AND SERVICES PROVIDED. The Fund's investment manager is
Franklin Advisers, Inc. The manager provides investment research and portfolio
management services, including the selection of securities for the Fund to buy,
hold or sell and the selection of brokers through whom the Fund's portfolio
transactions are executed. The manager's activities are subject to the review
and supervision of the Board to whom the manager renders periodic reports of the
Fund's investment activities. The manager and its officers, directors and
employees are covered by fidelity insurance for the protection of the Fund.
The manager and its affiliates manage numerous other investment companies and
accounts. The manager may give advice and take action with respect to any of the
other funds it manages, or for its own account, that may differ from action
taken by the manager on behalf of the Fund. Similarly, with respect to the Fund,
the manager is not obligated to recommend, buy or sell, or to refrain from
recommending, buying or selling any security that the manager and access
persons, as defined by applicable federal securities laws, may buy or sell for
its or their own account or for the accounts of any other fund. The manager is
not obligated to refrain from investing in securities held by the Fund or other
funds it manages.
The Fund, its manager and principal underwriter have each adopted a code of
ethics, as required by federal securities laws. Under the code of ethics,
employees who are designated as access persons may engage in personal securities
transactions, including transactions involving securities that are being
considered for the Fund or that are currently held by the Fund, subject to
certain general restrictions and procedures. The personal securities
transactions of access persons of the Fund, its manager and principal
underwriter will be governed by the code of ethics. The code of ethics is on
file with, and available from, the SEC.
During the past fiscal year, the Board, including a majority of non-interested
or independent trustees, approved renewal of the Fund's management agreement. In
reaching this decision, the Board took into account information furnished
throughout the year at regular Board meetings, as well as information
specifically furnished for a Board meeting held annually to specifically
consider such renewal. Information furnished throughout the year included
reports on the Fund's investment performance, expenses, portfolio composition
and sales and redemptions, along with related financial statements, information
about the scope and quality of services provided by the manager and its
affiliates, as well as periodic reports relating to compliance with the Fund's
investment policies and restrictions. The information furnished annually to the
Board also included special reports prepared by an independent third party
analyst comparing the Fund's investment performance, and expenses with those of
other mutual funds deemed comparable to the Fund as selected by the independent
third party analyst as well as information relating to the manager's
profitability.
In considering such material, the independent Board members received assistance
and advice from and met separately with independent counsel. Based upon its
review of such material and information together with such other information as
it deemed relevant, the Board, including a majority of independent trustees,
concluded that continuance of the management agreement was appropriate and in
the best interest of Fund shareholders. In reaching this decision, the Board
took into account a combination of factors, including the following:
o PERFORMANCE. Performance of the Fund was considered in reference to a peer
group of closed-end loan participating funds as selected by the independent
third party analyst. In evaluating performance, attention was given to both
the short term and long term performance of the Fund in comparison with this
peer group, in comparison to those particular indices relevant to closed-end
loan participation funds, and to the Fund's compliance with its specific
investment objectives and investment restrictions.
o EXPENSES. In considering the reasonableness of expenses, consideration was
given to the advisory fee level and breakpoints charged the Fund in relation
to those within the relevant peer group of closed-end loan participation
funds, as selected by the independent third party analyst. Emphasis is placed
on the Fund's overall comparative expense ratio within such peer group in
view of the various other functions, such as underwriting, transfer agency
and shareholder servicing provided the Fund under separate agreements with
the manager and its affiliates, and the manager's management of custodian
relationships.
o QUALITY OF SERVICES. In considering the scope and quality of investment
management services, consideration was given to the manager's continuing need
to attract and retain qualified investment management staff, the portfolio
research and management process, and the record of compliance with Fund
investment policies and restrictions, as well as the code of ethics which
governs personal securities trading by Fund management. Consideration was
also given to the scope and quality of the various other functions, such as
underwriting, transfer agency and shareholder servicing provided the Fund
under separate agreements with the manager and its affiliates. In performing
this evaluation, the Board considers factors such as the level of
expenditures in and improvements and enhancements of services provided, as
well as data and reports evidencing or measuring the various levels of
services provided. In addition to third party data and reports, the trustees,
all of whom have significant investments in one or more of the Franklin
Templeton family of funds, check on and informally report from time to time
on, the level of service personally experienced by them as shareholders. The
Board also considered the benefit to Fund shareholders of investing in a fund
that is part of a large family of funds offering a variety of investment
choices and shareholder services.
o MANAGER'S PROFITABILITY. The trustees considered the manager's level of
profitability in providing management and other services to the Franklin
Templeton funds, including the Fund. In doing so, the trustees considered
materials and reports prepared annually by the manager which address
profitability from its overall U.S. fund business, as well as from services
provided the individual funds, including the Fund. The Board reviews and
discusses in detail the basis on which such reports are prepared and reviews
the reasonableness of the cost allocation methodology utilized with the
Fund's independent auditors. The Board also considers the extent to which the
manager may potentially achieve economies of scale and possibly derive other
ancillary benefits from Fund operations, including the allocation of Fund
brokerage and the use of "soft" commission dollars to pay for research and
other similar services. The trustees also considered the manager's
profitability in comparison with available industry data.
MANAGEMENT FEES. The Fund pays its own operating expenses. These expenses
include the manager's management fees; taxes, if any; custodian, legal and
auditing fees; the fees and expenses of Board members who are not members of,
affiliated with, or interested persons of the manager; fees of any personnel not
affiliated with the manager; insurance premiums; trade association dues;
expenses of obtaining quotations for calculating the Fund's Net Asset Value; and
printing and other expenses that are not expressly assumed by the manager.
The Fund pays the manager a fee equal to an annual rate of 0.80% of the average
daily net assets of the Fund. The fee is computed daily according to the terms
of the management agreement.
For the last three fiscal years ended July 31, the Fund paid the following
management fees:
MANAGEMENT FEES PAID ($)
-------------------------------------------
2002 17,761,855/1
2001 22,910,174/1
2000 14,368,694
----------
1. Management fees before any advance waiver totaled $18,329,053, and
$23,501,886, for 2002 and 2001 respectively. Under an agreement by the manager
to reduce its fees to reflect reduced services resulting from the Fund's
investments in a Franklin Templeton money fund, the Fund paid the management
fees shown.
----------
ADMINISTRATIVE SERVICES. FT Services provides certain administrative services
and facilities for the Fund. These include preparing and maintaining books,
records, and tax and financial reports, and monitoring compliance with
regulatory requirements. FT Services is wholly owned by Resources and is an
affiliate of the Fund's manager and principal underwriter.
The Fund pays FT Services a monthly fee equal to an annual rate of 0.15% of the
Fund's average daily net assets up to $200 million, 0.135% of average daily net
assets over $200 million up to $700 million, 0.10% of average daily net assets
over $700 million up to $1.2 billion, and 0.075% of average daily net assets
over $1.2 billion.
During the last three fiscal years ended July 31, the Fund paid FT Services the
following administration fees:
ADMINISTRATION FEES PAID ($)
------------------------------------------
2002 2,293,349
2001 2,775,902
2000 1,952,261
SHAREHOLDER SERVICING AGENT. The Fund will reimburse Investor Services for
certain out-of-pocket expenses, which may include payments by Investor Services
to entities, including affiliated entities, that provide sub-shareholder
services, recordkeeping and/or transfer agency services to beneficial owners of
the Fund. The amount of reimbursements for these services will not exceed the
fee payable by the Fund to Investor Services in connection with maintaining
shareholder accounts.
CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, New York 10286, acts as custodian of the securities and other assets of
the Fund. The custodian does not participate in decisions relating to the
purchase and sale of portfolio securities.
AUDITOR. PricewaterhouseCoopers LLP, 333 Market Street, San Francisco,
California 94105, is the Fund's independent auditor. During the fiscal year
ended July 31, 2002, the auditor's services consisted of rendering an opinion on
the financial statements of the Fund included in the Fund's Annual Report to
Shareholders for the fiscal year ended July 31, 2002.
HOW DOES THE FUND
BUY SECURITIES FOR ITS PORTFOLIO?
-------------------------------------------------------------------------------
The manager selects brokers and dealers to execute the Fund's portfolio
transactions in accordance with criteria set forth in the management agreement
and any directions that the Board may give.
When placing a portfolio transaction, the manager seeks to obtain prompt
execution of orders at the most favorable net price. For portfolio transactions
on a securities exchange, the amount of commission paid by the Fund is
negotiated between the manager and the broker executing the transaction. The
determination and evaluation of the reasonableness of the brokerage commissions
paid are based to a large degree on the professional opinions of the persons
responsible for placement and review of the transactions. These opinions are
based on the experience of these individuals in the securities industry and
information available to them about the level of commissions being paid by other
institutional investors of comparable size. The manager will ordinarily place
orders to buy and sell over-the-counter securities on a principal rather than
agency basis with a principal market maker unless, the manager believes that
trading on a principal basis will not provide best execution. Purchases of
portfolio securities from underwriters will include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers will include a
spread between the bid and ask price.
The manager may pay certain brokers commissions that are higher than those
another broker may charge, if the manager determines in good faith that the
amount paid is reasonable in relation to the value of the brokerage and research
services it receives. This may be viewed in terms of either the particular
transaction or the manager's overall responsibilities to client accounts over
which it exercises investment discretion. The services that brokers may provide
to the manager include, among others, supplying information about particular
companies, markets, countries, or local, regional, national or transnational
economies, statistical data, quotations and other securities pricing
information, and other information that provides lawful and appropriate
assistance to the manager in carrying out its investment advisory
responsibilities. These services may not always directly benefit the Fund. They
must, however, be of value to the manager in carrying out its overall
responsibilities to its clients.
It is not possible to place a dollar value on the special executions or on the
research services the manager receives from dealers effecting transactions in
portfolio securities. The allocation of transactions in order to obtain
additional research services permits the manager to supplement its own research
and analysis activities and to receive the views and information of individuals
and research staffs of other securities firms. As long as it is lawful and
appropriate to do so, the manager and its affiliates may use this research and
data in their investment advisory capacities with other clients. If the Fund's
officers are satisfied that the best execution is obtained, the sale of the
Fund's Common Shares, as well as shares of other funds in Franklin Templeton
Investments, also may be considered a factor in the selection of broker-dealers
to execute the Fund's portfolio transactions.
Because Distributors is a member of the NASD, Distributors may sometimes receive
certain fees when the Fund tenders portfolio securities pursuant to a
tender-offer solicitation. As a means of recapturing brokerage for the benefit
of the Fund, any portfolio securities tendered by the Fund will be tendered
through Distributors if it is legally permissible to do so. In turn, the next
management fee payable to the manager will be reduced by the amount of any fees
received by Distributors in cash, less any costs and expenses incurred in
connection with the tender.
If purchases or sales of securities of the Fund and one or more other investment
companies or clients supervised by the manager are considered at or about the
same time, transactions in these securities will be allocated among the several
investment companies and clients in a manner deemed equitable to all by the
manager, taking into account the respective sizes of the funds and the amount of
securities to be purchased or sold. In some cases this procedure could have a
detrimental effect on the price or volume of the security so far as the Fund is
concerned. In other cases it is possible that the ability to participate in
volume transactions may improve execution and reduce transaction costs to the
Fund.
During the last three fiscal years ended July 31, the Fund paid the following
brokerage commissions:
BROKERAGE COMMISSIONS ($)
------------------------------------------
2002 87,142
2001 0
2000 0
As of July 31, 2002, the Fund did not own securities of its regular
broker-dealers.
HOW DO I BUY AND EXCHANGE COMMON SHARES?
-------------------------------------------------------------------------------
The Fund continuously offers Common Shares through Securities Dealers who have
an agreement with Distributors.
Securities laws of states where the Fund offers Common Shares may differ from
federal law. Banks and financial institutions that sell Common Shares of the
Fund may be required by state law to register as Securities Dealers.
When you buy Common Shares, if you submit a check or a draft that is returned
unpaid to the Fund we may impose a $10 charge against your account for each
returned item.
ADDITIONAL INFORMATION ON EXCHANGING COMMON SHARES
As described in "Exchanges" in the Prospectus, the ability to exchange Common
Shares is subject to certain qualifications. If you request the exchange of the
total value of your account, accrued but unpaid income dividends and capital
gain distributions will be reinvested in the Fund at the Net Asset Value on the
date of the exchange, and then the entire share balance will be exchanged into
the new fund. Backup withholding and information reporting may apply.
Information regarding the possible tax consequences of an exchange is included
in the tax section in this SAI and in the Prospectus.
If a substantial number of shareholders should tender their Common Shares in a
Repurchase Offer with a request for an exchange, the Fund might have to sell
portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the exchange
privilege may result in periodic large inflows of money. If this occurs, it is
the Fund's general policy to initially invest this money in short-term,
interest-bearing money market instruments, unless it is believed that attractive
investment opportunities consistent with the Fund's investment goal exists
immediately. Money initially invested in short-term money market instruments
will then be withdrawn and invested in portfolio securities in as orderly a
manner as is possible when attractive investment opportunities arise.
The proceeds from the sale of shares of an investment company generally are not
available until the seventh day following the sale. The funds you are seeking to
exchange into may delay issuing shares pursuant to an exchange until that
seventh day. The tender of Common Shares to complete an exchange will be
effected at Net Asset Value as of the close of the NYSE on the Repurchase
Pricing Date of the repurchase Tender Offer if the request for exchange is
received in proper form prior to the close of the NYSE on the Repurchase Request
Deadline. The exchange of Common Shares is subject to certain restrictions. See
"Exchanges" in the Prospectus.
GENERAL INFORMATION
If dividend checks are returned to the Fund marked "unable to forward" by the
postal service, we will consider this a request by you to change your dividend
option to reinvest all distributions. The proceeds will be reinvested in
additional Common Shares at Net Asset Value until we receive new instructions.
Distribution or repurchase checks sent to you do not earn interest or any other
income during the time the checks remain uncashed. Neither the Fund nor its
affiliates will be liable for any loss caused by your failure to cash such
checks. The Fund is not responsible for tracking down uncashed checks, unless a
check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to find
you from your account. These costs may include a percentage of the account when
a search company charges a percentage fee in exchange for its location services.
All checks, drafts, wires and other payment mediums used to buy Common Shares of
the Fund must be denominated in U.S. dollars. We may, in our sole discretion,
either (a) reject any order to buy Common Shares denominated in any other
currency or (b) honor the transaction or make adjustments to your account for
the transaction as of a date and with a foreign currency exchange factor
determined by the drawee bank. We may deduct any applicable banking charges
imposed by the bank from your account.
SPECIAL SERVICES. Investor Services may pay certain financial institutions that
maintain omnibus accounts with the Fund on behalf of numerous beneficial owners
for recordkeeping operations performed with respect to such owners. For each
beneficial owner in the omnibus account, the Fund may reimburse Investor
Services an amount not to exceed the fee that the Fund normally pays Investor
Services. These financial institutions also may charge a fee for their services
directly to their clients.
There are special procedures for banks and other institutions that wish to open
multiple accounts. An institution may open a single master account by filing one
application form with the Fund, signed by personnel authorized to act for the
institution. Individual sub-accounts may be opened when the master account is
opened by listing them on the application, or by providing instructions to the
Fund at a later date. These sub-accounts may be registered either by name or
number. The Fund's investment minimums apply to each sub-account. The Fund will
send confirmation and account statements for the sub-accounts to the
institution.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
HOW ARE COMMON SHARES VALUED?
-------------------------------------------------------------------------------
We calculate the Net Asset Value per share as of the close of the NYSE, normally
1:00 p.m. Pacific time, each day that the NYSE is open for trading. As of the
date of this SAI, the Fund is informed that the NYSE observes the following
holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
For the purposes of determining the Net Asset Value of Common Shares, the Fund's
cash and uninvested assets plus the value of the securities and any other assets
(including interest accumulated but not yet received) held by the Fund minus all
liabilities (including accrued expenses) is divided by the total number of
Common Shares outstanding at such time. Expenses, including the fees payable to
the manager, are accrued daily.
The manager, subject to guidelines adopted and periodically reviewed by the
Board, values Corporate Loans and Corporate Debt Securities, for which there are
no readily available market quotations, at fair value, which approximates market
value. In valuing a Corporate Loan or Corporate Debt Security, the manager
considers, among other factors, (i) the creditworthiness of the Borrower and any
Intermediate Participants, (ii) the current interest rate period until next
interest rate reset and maturity of the Corporate Loan or Corporate Debt
Security, (iii) recent prices in the market for instruments of similar quality,
rate, and (iv) the period until next interest rate reset and maturity. The
manager believes that Intermediate Participants selling Corporate Loans or
otherwise involved in a Corporate Loan transaction may tend, in valuing
Corporate Loans for their own accounts, to be less sensitive to interest rate
and credit quality changes and, accordingly, the manager may not rely solely on
such valuations in valuing the Corporate Loans for the Fund's account.
In addition, in valuing the Corporate Loan and Corporate Debt Securities held by
the Fund, the manager may also consider available prices or quotations, if any,
provided by banks, dealers or pricing services which may represent the prices at
which secondary market transactions in the Corporate Loans and Corporate Debt
Securities have or could have occurred. Because the secondary market in
Corporate Loans and Corporate Debt Securities has not fully developed, the
manager currently may not rely solely on such prices or quotations. To the
extent that an active secondary market in Corporate Loans and Corporate Debt
Securities develops to a reliable degree, or exists in similar loans or
instruments, the manager may rely to an increasing extent on such prices and
quotations. When the manager relies on such prices and quotations, it values
Corporate Loans and Corporate Debt Securities at the mean between the bid and
asked price as provided by available pricing sources.
Non-loan portfolio securities (other than short-term obligations but including
listed issues) may be valued on the basis of prices furnished by one or more
pricing services which determine prices for normal, institutional-size trading
units of such securities using market information, transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders. In certain circumstances, non-loan
portfolio securities are valued at the last sale price on the exchange that is
the primary market for such securities, or the mean between the bid and the
asked price for those securities for which the over-the-counter market is the
primary market or for listed securities in which there were no sales during the
day.
The value of interest rate swaps, caps and floors is determined in accordance
with a formula and then confirmed periodically by obtaining a bank quotation.
Positions in options are valued at the last sale price on the market where any
such option is principally traded. Obligations with remaining maturities of 60
days or less are valued at amortized cost unless this method no longer produces
fair valuations. Repurchase agreements are valued at cost plus accrued interest.
Rights or warrants to acquire stock or stock acquired pursuant to the exercise
of a right or warrant, may be valued taking into account various factors such as
original cost to the Fund, earnings and net worth of the issuer, market prices
for securities of similar issuers, assessment of the issuer's future prosperity,
liquidation value or third party transactions involving the issuer's securities.
Securities for which there exist no price quotations or valuations and all other
assets are valued at fair value as determined in good faith by or on behalf of
the Board.
ADDITIONAL INFORMATION
ON DISTRIBUTIONS AND TAXES
-------------------------------------------------------------------------------
DISTRIBUTIONS OF NET INVESTMENT INCOME The Fund receives income generally in the
form of dividends and interest on its investments. This income, less expenses
incurred in the operation of the Fund, constitutes the Fund's net investment
income from which dividends may be paid to you. If you are a taxable investor,
any income dividends the Fund pays are taxable to you as ordinary income.
DISTRIBUTIONS OF CAPITAL GAINS
CAPITAL GAIN DISTRIBUTIONS. The Fund may realize capital gains and losses on the
sale or other disposition of its portfolio securities. Distributions from net
short-term capital gains are taxable to you as ordinary income. Distributions
from net long-term capital gains are taxable to you as long-term capital gains,
regardless of how long you have owned your Common Shares. Any net capital gains
realized by the Fund generally are distributed once each year, and may be
distributed more frequently, if necessary, to reduce or eliminate excise or
income taxes on the Fund.
TAXATION OF FIVE YEAR GAINS.
o SHAREHOLDERS IN THE 10 AND 15% FEDERAL BRACKETS. If you are in the 10 or 15%
individual income tax bracket, capital gain distributions are generally
subject to a maximum rate of tax of 10%. However, if you receive
distributions from the Fund's sale of securities held for more than five
years, these gains are subject to a maximum rate of tax of 8%. The Fund will
inform you in January of the portion of any capital gain distributions you
received for the previous year that was five year gains qualifying for this
reduced tax rate.
o SHAREHOLDERS IN HIGHER FEDERAL BRACKETS. If you are in a higher individual
income tax bracket (the 27% or higher bracket in 2002 and 2003), capital gain
distributions are generally subject to a maximum rate of tax of 20%.
BEGINNING IN THE YEAR 2006, any distributions from the Fund's sale of
securities purchased after January 1, 2001 and held for more than five years
will be subject to a maximum rate of tax of 18%.
INVESTMENTS IN FOREIGN SECURITIES The next two paragraphs describe tax
considerations that are applicable to funds that invest in foreign securities or
foreign currency transactions.
EFFECT OF FOREIGN WITHHOLDING TAXES. To the extent that the Fund invests in
foreign securities, it may be subject to foreign withholding taxes on income
from certain of these securities. This, in turn, could reduce the Fund's income
dividends paid to you.
EFFECT OF FOREIGN DEBT INVESTMENTS AND HEDGING ON DISTRIBUTIONS. Most foreign
exchange gains realized on the sale of debt securities are treated as ordinary
income by the Fund. Similarly, foreign exchange losses realized on the sale of
debt securities generally are treated as ordinary losses. These gains when
distributed are taxable to you as ordinary income, and any losses reduce the
Fund's ordinary income otherwise available for distribution to you. This
treatment could increase or decrease the Fund's ordinary income distributions to
you, and may cause some or all of the Fund's previously distributed income to be
classified as a return of capital. A return of capital generally is not taxable
to you, but reduces the tax basis of your shares in the Fund. Any return of
capital in excess of your basis, however, is taxable as a capital gain.
INFORMATION ON THE AMOUNT AND TAX CHARACTER OF DISTRIBUTIONS The Fund will
inform you of the amount of your income dividends and capital gain distributions
at the time they are paid, and will advise you of their tax status for federal
income tax purposes shortly after the close of each calendar year. If you have
not owned your Common Shares for a full year, the Fund may designate and
distribute to you, as ordinary income or capital gains, a percentage of income
that may not be equal to the actual amount of each type of income earned during
the period of your investment in the Fund. Distributions declared in December
but paid in January are taxable to you as if paid in December.
REPURCHASE OFFERS OF COMMON SHARES A tender of your Common Shares for repurchase
and exchanges of your Common Shares for shares in another Franklin Templeton
fund are taxable transactions for federal and state income tax purposes. In
general, the tax law requires that you recognize a gain or loss in an amount
equal to the difference between your tax basis and the repurchase proceeds you
receive in exchange for your Common Shares, subject to the rules described
below. If you hold your Common Shares as a capital asset, the gain or loss that
you realize will be capital gain or loss and will be long-term or short-term,
generally depending on how long you have held your Common Shares. Any loss
incurred on the repurchase or exchange of Common Shares held for six months or
less will be treated as a long-term capital loss to the extent of any long-term
capital gains distributed to you by the Fund on those Common Shares. All or a
portion of any loss that you realize upon the repurchase or exchange of your
Common Shares will be disallowed to the extent that you buy other Common Shares
in the Fund (through reinvestment of dividends or otherwise) within 30 days
before or after you tender your Common Shares for repurchase or exchange. Any
loss disallowed under these rules will be added to your tax basis in the new
Common Shares you buy.
If, however, you tender for repurchase or exchange less than all of your Common
Shares in the Fund, other rules may apply. In general, a tender or exchange of
less than all of your Common Shares in the Fund will not qualify for sale or
exchange treatment unless either (i) you reduce by more than 20% (measured
before and after the Repurchase Offer) your percentage ownership in the Fund, or
(ii) the receipt by you of the repurchase proceeds is not essentially equivalent
to a dividend under a facts and circumstances test. Under attribution rules, you
may be considered to own stock owned by certain members of your family and
others in making these determinations. If a repurchase or exchange does not
qualify for sale or exchange treatment, the repurchase proceeds will be taxable
to you as an ordinary dividend to the extent of the Fund's earnings and profits.
Distributions in excess of earnings and profits will be a nontaxable
distribution to the extent of, and will be applied against and reduce, your
basis in your Common Shares. Distributions in excess of earnings and profits and
basis will be taxable as capital gain distributions.
There is also a risk that nontendering shareholders may be considered to have
received a deemed dividend distribution in the event that repurchase proceeds
paid to shareholders participating in a Repurchase Offer do not qualify for sale
or exchange treatment.
TAXATION OF FIVE YEAR GAINS.
o SHAREHOLDERS IN THE 10 AND 15% FEDERAL BRACKETS. If you are in the 10 or 15%
individual income tax bracket, gains from the tender of your Common Shares
that are treated as a sale or exchange of your shares are generally subject
to a maximum rate of tax of 10%. However, if you have held your shares for
more than five years, these gains are subject to a maximum rate of tax of 8%.
o SHAREHOLDERS IN HIGHER FEDERAL BRACKETS. If you are in a higher individual
income tax bracket (the 27% or higher bracket in 2002 and 2003), gains from
the tender of your Common Shares that are treated as a sale or exchange of
your shares are generally subject to a maximum rate of tax of 20%. BEGINNING
IN THE YEAR 2006, any gains from the sale of Common Shares purchased after
January 1, 2001, and held for more than five years will be subject to a
maximum rate of tax of 18%. However, if you made an election to mark your
Fund shares to market as of January 2, 2001, any Fund shares that you
acquired before this date will also be eligible for the 18% maximum rate of
tax, BEGINNING IN 2006.
U.S. GOVERNMENT SECURITIES The income earned on certain U.S. government
securities is exempt from state and local personal income taxes if earned
directly by you. States also grant tax-free status to mutual fund dividends paid
to you from interest earned on these securities, subject in some states to
minimum investment or reporting requirements that must be met by a fund. The
income on Fund investments in certain securities, such as repurchase agreements,
commercial paper and federal agency-backed obligations (e.g., Government
National Mortgage Association (GNMA) or Federal National Mortgage Association
(FNMA) securities), generally does not qualify for tax-free treatment. The rules
on exclusion of this income are different for corporations.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS It is anticipated that none or
only a small percentage of the Fund's income dividends will qualify for the
corporate dividends-received deduction. This is because the Fund's income is
primarily from interest earned on its investments, and only dividends received
by the Fund from its investment in certain corporations qualify for the
deduction.
INVESTMENT IN COMPLEX SECURITIES
TAX STRADDLES. The Fund's investment in interest rate or foreign currency
contracts in connection with certain hedging transactions could cause it to hold
offsetting positions in securities. If the Fund's risk of loss with respect to
specific securities in its portfolio is substantially diminished by the fact
that it holds other securities, the Fund could be deemed to have entered into a
tax "straddle" or to hold a "successor position" that would require any loss
realized by it to be deferred for tax purposes.
The Fund may invest in complex securities that could affect whether gains and
losses it recognizes are treated as ordinary income or capital gains, or could
affect the amount, timing and/or tax character of income distributed to you. For
example, the Fund may invest in securities issued or purchased at a discount,
such as zero coupon, step-up or payment-in-kind (PIK) bonds, that could require
it to accrue and distribute income not yet received. In order to generate
sufficient cash to make these distributions, the Fund could be required to sell
securities in its portfolio that it otherwise might have continued to hold.
These rules could affect the amount, timing and/or tax character of income
distributed to you by the Fund.
THE FUND'S UNDERWRITER
-------------------------------------------------------------------------------
Pursuant to an underwriting agreement, Distributors acts as principal
underwriter in a continuous public offering of Common Shares of the Fund. The
underwriting agreement will continue in effect for successive annual periods if
its continuance is specifically approved at least annually by a vote of the
Board or by a vote of the holders of a majority of the Fund's outstanding voting
securities, and in either event by a majority vote of the Board members who are
not parties to the underwriting agreement or interested persons of any such
party (other than as members of the Board), cast in person at a meeting called
for that purpose. The underwriting agreement terminates automatically in the
event of its assignment and may be terminated by either party on 60 days'
written notice.
Distributors pays the expenses of the distribution of Common Shares, including
advertising expenses and the costs of printing sales material and prospectuses
used to offer Common Shares to the public. The Fund pays the expenses of
preparing and printing amendments to its registration statements and
prospectuses (other than those necessitated by the activities of Distributors)
and of sending prospectuses to existing shareholders.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin Templeton
funds and are afforded the opportunity to speak with portfolio managers.
Invitation to these meetings is not conditioned on selling a specific number of
shares. Those who have shown an interest in the Franklin Templeton funds,
however, are more likely to be considered. To the extent permitted by their
firm's policies and procedures, registered representatives' expenses in
attending these meetings may be covered by Distributors.
Distributors received underwriting commissions totaling $1,010,664 for the
fiscal year ended July 31, 2002. This entire amount was received in connection
with payments of the Early Withdrawal Charge on repurchases of Common Shares.
HOW DOES THE FUND MEASURE PERFORMANCE?
-------------------------------------------------------------------------------
Performance quotations are subject to SEC rules. These rules require the use of
standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the SEC.
Average annual total return and current yield quotations used by the Fund are
based on the standardized methods of computing performance mandated by the SEC.
An explanation of these and other methods used by the Fund to compute or express
performance follows. Regardless of the method used, past performance does not
guarantee future results, and is an indication of the return to shareholders
only for the limited historical period used.
TOTAL RETURN
AVERAGE ANNUAL TOTAL RETURN. Average annual total return is determined by
finding the average annual rates of return over specified periods that would
equate an initial hypothetical $1,000 investment to its ending repurchase value.
The calculation assumes the maximum front-end sales charge (in this case, no
charge) is deducted from the initial $1,000 purchase, and income dividends and
capital gain distributions are reinvested at Net Asset Value. The quotation
assumes that all shares in the account are repurchased by the Fund at Net Asset
Value at the end of each period and that all applicable charges and fees are
deducted. If a change is made to the sales charge structure, historical
performance information will be restated to reflect the maximum front-end sales
charge currently in effect. The average annual total returns for the indicated
periods ended July 31, 2002, were:
1 YEAR (%) SINCE INCEPTION (10/10/97) (%)
--------------------------------------------------
-4.85 3.70
These figures will be calculated according to the SEC formula:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending repurchase value of a hypothetical $1,000 payment made at the
beginning of each period at the end of each period
CUMULATIVE TOTAL RETURN. Like average annual total return, cumulative total
return assumes the maximum front-end sales charge is deducted from the initial
$1,000 purchase, income dividends and capital gain distributions are reinvested
at Net Asset Value, the account was completely redeemed at the end of each
period and the deduction of all applicable charges and fees. Cumulative total
return, however, is based on the actual return for a specified period rather
than on the average return over the specified period. The cumulative total
returns for the indicated periods ended July 31, 2002, were:
1 YEAR (%) SINCE INCEPTION (10/10/97) (%)
--------------------------------------------------
-4.85 19.07
YIELD
CURRENT YIELD. Current yield shows the income per share earned by the Fund. It
is calculated by dividing the net investment income per share earned during a
30-day base period by the maximum offering price per share on the last day of
the period and annualizing the result. Expenses accrued for the period include
any fees charged to all shareholders during the base period.
The Fund's yield for the 30-day period ended July 31, 2002, was 7.34%.
This figure was obtained using the following SEC formula:
6
Yield = 2 [(A-B + 1) - 1]
---
cd
where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of
reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per share on the last day of the period
CURRENT DISTRIBUTION RATE
Current yield, which is calculated according to a formula prescribed by the SEC,
is not indicative of the amounts which were or will be paid to shareholders.
Amounts paid to shareholders are reflected in the quoted current distribution
rate. The current distribution rate is usually computed by annualizing the
dividends paid per share during a certain period and dividing that amount by the
current maximum offering price. The current distribution rate differs from the
current yield computation because it may include distributions to shareholders
from sources other than dividends and interest, such as premium income from
option writing and short-term capital gains, and is calculated over a different
period of time. The Fund's current distribution rate for the 30-day period ended
July 31, 2002, was 5.21%.
VOLATILITY
Occasionally statistics may be used to show the Fund's volatility or risk.
Measures of volatility or risk are generally used to compare the Fund's Net
Asset Value or performance to a market index. One measure of volatility is beta.
Beta is the volatility of a fund relative to the total market, as represented by
an index considered representative of the types of securities in which the fund
invests. A beta of more than 1.00 indicates volatility greater than the market
and a beta of less than 1.00 indicates volatility less than the market. Another
measure of volatility or risk is standard deviation. Standard deviation is used
to measure variability of Net Asset Value or total return around an average over
a specified period of time. The idea is that greater volatility means greater
risk undertaken in achieving performance.
OTHER PERFORMANCE QUOTATIONS
The Fund may include in its advertising or sales material information relating
to investment goals and performance results of funds belonging to Franklin
Templeton Investments. Resources is the parent company of the investment
advisors and underwriter of Franklin Templeton Investments.
COMPARISONS
To help you better evaluate how an investment in the Fund may satisfy your
investment goal, advertisements and other materials about the Fund may discuss
certain measures of Fund performance as reported by various financial
publications. Materials also may compare performance (as calculated above) to
performance as reported by other investments, indices, and averages. These
comparisons may include, but are not limited to, the following examples:
a) LIBOR - The London Interbank Offered Rate - the interest rate that the most
creditworthy international banks dealing in Eurodollars charge each other for
large loans.
b) Federal Funds Rate - the interest rate charged by banks with excess reserves
at a Federal Reserve district bank to banks needing overnight loans to meet
reserve requirements.
c) Discount Rate - the interest rate charged by the Federal Reserve to member
banks for loans, using government securities or eligible paper as collateral.
This number provides a floor for interest rates since banks set their loan rates
at a notch above the discount rate.
d) The Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index - a
performance benchmark for the leveraged loan market. The index is a liquid
issues index, designed to measure the performance of a diversified portfolio of
the most actively traded issues in the performing loan sectors of the leveraged
loan market.
e) The Banc of America Securities Leveraged Loan Index - measures the total
return and volatility of syndicated loans. The index captures a broad cross
section of the leveraged loan market. The index includes syndicated loans issued
by either below-investment grade or non-rated companies of at least $100 million
that are actively traded on the secondary market.
f) Dow Jones(R) Composite Average and its component averages - a price-weighted
average of 65 stocks. The average is a combination of the Dow Jones Industrial
Average (30 blue-chip stocks that are generally leaders in their industry), the
Dow Jones Transportation Average (20 transportation stocks), and the Dow Jones
Utilities Average (15 utility stocks involved in the production of electrical
energy).
g) Standard & Poor's(R) 500 Stock Index or its component indices - a
capitalization-weighted index designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries.
h) The New York Stock Exchange composite or component indices - an unmanaged
capitalization-weighted index of all industrial, utilities, transportation, and
finance stocks listed on the NYSE.
i) Lipper, Inc. - Mutual Fund Performance Analysis and Lipper - Fixed Income
Fund Performance Analysis - measure total return and average current yield for
the mutual fund industry and rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions, exclusive of
any applicable sales charges.
j) Mutual Fund Source Book, published by Morningstar, Inc. - analyzes price,
yield, risk, and total return for mutual funds.
k) Financial publications: The WALL STREET JOURNAL, and BUSINESS WEEK, CHANGING
TIMES, FINANCIAL WORLD, FORBES, FORTUNE, and MONEY magazines - provide
performance statistics over specified time periods.
l) Consumer Price Index (or Cost of Living Index), published by the U.S. Bureau
of Labor Statistics - a statistical measure of change, over time, in the price
of goods and services in major expenditure groups.
m) Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates -
historical measure of yield, price, and total return for large and small company
stock, long-term government bonds, Treasury bills, and inflation.
n) Savings and Loan Historical Interest Rates - as published by the FEDERAL
RESERVE H15 REPORT.
o) Historical data supplied by the research departments of CS First Boston
Corporation, JPMorgan Chase Bank, Salomon Smith Barney Inc., Merrill Lynch and
Lehman Brothers(R), Payden & Rygel, Goldman Sachs, Standard and Poor's, and
Handy and Harmon.
p) Morningstar(R) - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect Morningstar's
assessment of the historical risk-adjusted performance of a fund over specified
time periods relative to other funds within its category.
q) Lehman Brothers Aggregate Bond Index or its component indices - measures
yield, price and total return for Treasury, agency, corporate, mortgage and
Yankee bonds.
r) Salomon Smith Barney Composite High Yield Index or its component indices -
measures yield, price and total return for the Long-Term High-Yield Index,
Intermediate-Term High-Yield Index, and Long-Term Utility High-Yield Index.
s) CSFB leveraged Loan Index - designed to mirror the investable universe of
U.S. denominated leveraged loan market.
From time to time, advertisements or information for the Fund may include a
discussion of certain attributes or benefits to be derived from an investment in
the Fund. The advertisements or information may include symbols, headlines, or
other material that highlights or summarizes the information discussed in more
detail in the communication.
Advertisements or information also may compare the Fund's performance to the
return on CDs or other investments. You should be aware, however, that an
investment in the Fund involves the risk of fluctuation of principal value, a
risk generally not present in an investment in a CD issued by a bank. CDs are
frequently insured by an agency of the U.S. government. An investment in the
Fund is not insured by any federal, state or private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to the Fund's portfolio, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not be
identical to the formula used by the Fund to calculate its figures. In addition,
there can be no assurance that the Fund will continue its performance as
compared to these other averages.
MISCELLANEOUS INFORMATION
-------------------------------------------------------------------------------
The Fund may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis to have a
projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by the
College Board.) The Franklin Retirement Planning Guide leads you through the
steps to start a retirement savings program. Of course, an investment in the
Fund cannot guarantee that these goals will be met.
The Fund is a member of Franklin Templeton Investments, one of the largest
mutual fund organizations in the U.S., and may be considered in a program for
diversification of assets. Founded in 1947, Franklin, one of the oldest mutual
fund organizations, has managed mutual funds for over 50 years and now services
approximately 3 million shareholder accounts. In 1992, Franklin, a leader in
managing fixed-income mutual funds and an innovator in creating domestic equity
funds, joined forces with Templeton, a pioneer in international investing. The
Mutual Series team, known for its value-driven approach to domestic equity
investing, became part of the organization four years later. In 2001, the
Fiduciary Trust team, known for providing global investment management to
institutions and high net worth clients worldwide, joined the organization.
Together, Franklin Templeton Investments has over $247 billion in assets under
management for more than 5 million U.S. based mutual fund shareholder and other
accounts. Franklin Templeton Investments offers 107 U.S. based open-end
investment companies to the public. The Fund may identify itself by its CUSIP
number.
Currently, there are more mutual funds than there are stocks listed on the NYSE.
While many of them have similar investment goals, no two are exactly alike. As
noted in the Prospectus, Common Shares of the Fund are generally sold through
Securities Dealers. Investment representatives of such Securities Dealers are
experienced professionals who can offer advice on the type of investment
suitable to your unique goals and needs, as well as the types of risks
associated with such investment.
From time to time, the number of Common Shares held in the "street name"
accounts of various Securities Dealers for the benefit of their clients or in
centralized securities depositories may exceed 5% of the total shares
outstanding. To the best knowledge of the Fund, no other person holds
beneficially or of record more than 5% of the outstanding Common Shares.
In the event of disputes involving multiple claims of ownership or authority to
control your account, the Fund has the right (but has no obligation) to: (a)
freeze the account and require the written agreement of all persons deemed by
the Fund to have a potential property interest in the account, before executing
instructions regarding the account; (b) interplead disputed funds or accounts
with a court of competent jurisdiction; or (c) surrender ownership of all or a
portion of the account to the IRS in response to a Notice of Levy.
FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
The audited financial statements and auditor's report in the Fund's Annual
Report to Shareholders, for the fiscal year ended July 31, 2002, are
incorporated herein by reference (are legally a part of this SAI).
USEFUL TERMS AND DEFINITIONS
-------------------------------------------------------------------------------
1940 ACT - Investment Company Act of 1940, as amended. The 1940 Act governs the
operations of the Fund.
1933 ACT - Securities Act of 1933, as amended
AGENT BANK - A Lender that administers a Corporate Loan on behalf of all Lenders
on a Corporate Loan. The Agent Bank typically is responsible for the collection
of principal and interest and fee payments from the Borrower, and distributes
these payments to the other Lenders. The Agent Bank is usually responsible for
enforcing the terms of the Corporate Loan. The Agent Bank is compensated for
these services.
ASSIGNMENT - An interest in a portion of a Corporate Loan. The purchaser of an
Assignment steps into the shoes of the original Lender. An Assignment from a
Lender gives the Fund the right to receive payments directly from the Borrower
and to enforce its rights as a Lender directly against the Borrower.
BOARD - The Board of Trustees of the Trust
BORROWER - A corporation that borrows money under a Corporate Loan or issues
Corporate Debt Securities. The Borrower is obligated to make interest and
principal payments to the Lender of a Corporate Loan or to the holder of a
Corporate Debt Security.
CD - Certificate of deposit
CD RATE - The interest rate currently available on certificates of deposit
CODE - Internal Revenue Code of 1986, as amended
COMMON SHARES - Shares of beneficial interest in the Fund
CONTINGENT DEFERRED SALES CHARGE - A sales charge of 1% that may apply if you
sell Class A shares in a Franklin Templeton fund within twelve months.
CORPORATE DEBT SECURITIES - Obligations issued by corporations in return for
investments by securityholders. In exchange for their investment in the
corporation, securityholders receive income from the corporation and the return
of their investments. The corporation typically pledges to the securityholders
collateral which will become the property of the securityholders in case the
corporation defaults in paying interest or in repaying the amount of the
investments to securityholders.
CORPORATE LOAN - A loan made to a corporation. In return, the corporation makes
payments of interest and principal to the Lenders. The corporation typically
pledges collateral which becomes the property of the Lenders, in case the
corporation defaults in paying interest or principal on the loan. Corporate
Loans include Participation Interests in Corporate Loans and Assignments of
Corporate Loans.
DECLARATION OF TRUST - The Agreement and Declaration of Trust of the Fund, which
is the basic charter document of the Fund
DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the Fund's principal
underwriter. This SAI lists the Fund's officers and Board members who are
affiliated with Distributors. See "Officers and Trustees." Distributors is
located at One Franklin Parkway, San Mateo, CA 94403-1906.
EARLY WITHDRAWAL CHARGE - A charge of 1% that may apply to Common Shares that
are repurchased by the Fund in a Repurchase Offer within twelve months of the
purchase of the Common Shares. Certain waivers of this charge may apply.
FLOATING INTEREST RATE - One of the following: (i) a variable interest rate
which adjusts to a base interest rate, such as LIBOR or the CD Rate on set
dates; or (ii) an interest rate that floats at a margin above a generally
recognized base lending interest rate such as the Prime Rate of a designated
U.S. bank.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in Franklin
Templeton Investments except Franklin Templeton Variable Insurance Products
Trust and Templeton Capital Accumulator Fund.
FRANKLIN TEMPLETON INVESTMENTS - All registered investment companies and other
accounts managed by various subsidiaries of Resources, a publicly owned holding
company
FT SERVICES - Franklin Templeton Services, LLC, the Fund's administrator
ILLIQUID - Illiquid property or securities cannot be sold within seven days, in
the ordinary course of business, at approximately the valued price.
INTERMEDIATE PARTICIPANT - A Lender, Participant or Agent Bank interposed
between the Fund and a Borrower, when the Fund invests in a Corporate Loan
through a Participation Interest.
INVESTOR SERVICES - Franklin Templeton Investor Services, LLC, the Fund's
shareholder servicing and transfer agent
IRS - Internal Revenue Service
LENDER - The party that loans money to a corporation under a Corporate Loan. A
Corporate Loan in which the Fund may invest is often negotiated and structured
by a group of Lenders. The Lenders typically consist of commercial banks, thrift
institutions, insurance companies, finance companies or other financial
institutions. The Fund acts as a Lender when it directly invests in a Corporate
Loan or when it purchases an Assignment.
LIBOR - The London InterBank Offered Rate, the interest rate that the most
creditworthy international banks charge each other for large loans.
MOODY'S - Moody's Investors Service
NASD - National Association of Securities Dealers, Inc.
NET ASSET VALUE (NAV) - The net asset value of an investment company is
determined by deducting the company's liabilities from the total assets of the
company. The net asset value per share is determined by dividing the net asset
value of the company by the number of shares outstanding.
NRSRO - a nationally recognized statistical rating organization, such as S&P
or Moody's
NYSE - New York Stock Exchange
PARTICIPANT - A holder of a Participation Interest in a Corporate Loan
PARTICIPATION INTEREST - An interest which represents a fractional interest in a
Corporate Loan. The Fund may acquire Participation Interests from a Lender or
other holders of Participation Interests.
PRIME RATE - The interest rate charged by leading U.S. banks on loans to
their most creditworthy customers
PROSPECTUS - The prospectus for the Fund dated December 1, 2002, which we may
amend from time to time
REPURCHASE OFFERS - The quarterly offers by the Fund to repurchase a designated
percentage of the outstanding Common Shares owned by the Fund's shareholders.
Once every two years the Board may determine in its sole discretion to have one
additional Repurchase Offer in addition to the regular quarterly Repurchase
Offers.
REPURCHASE REQUEST DEADLINE - The date by which Investor Services, on behalf of
the Fund, must receive the shareholders' request for repurchase of their Common
Shares in conjunction with a Repurchase Offer, as stated in the shareholder
notification.
REPURCHASE PAYMENT DEADLINE - The date by which the Fund must pay shareholders
for Common Shares repurchased in a Repurchase Offer, as stated in the
shareholder notification. The Repurchase Payment Deadline may be no later than
seven days after the Repurchase Pricing Date.
REPURCHASE PRICING DATE - The date after the Repurchase Request Deadline on
which the Fund determines the Net Asset Value applicable to the repurchase of
Common Shares in a Repurchase Offer, as stated in the shareholder notification
or, under certain circumstances, an earlier date than the scheduled date, but
not earlier than the Repurchase Request Deadline. As set by fundamental policy
of the Fund, the Repurchase Pricing Date must occur not later than the
fourteenth day after the Repurchase Request Deadline or the next business day,
if the fourteenth day is not a business day.
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
S&P(R) - Standard & Poor's Ratings Group
SEC - Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the Fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
UNSECURED CORPORATE LOANS AND UNSECURED CORPORATE DEBT SECURITIES - Corporate
Loans and Corporate Debt Securities that are not backed by collateral. Thus, if
a Borrower Defaults on an Unsecured Corporate Loan or Unsecured Corporate Debt
Security, it is unlikely that the Fund would be able to recover the full amount
of the principal and interest due.
WE/OUR/US - Unless a different meaning is indicated by the context, these terms
refer to the Fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.
FRANKLIN FLOATING RATE TRUST
FORM N-2
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Included in Part A: Financial Highlights.
Included in Part B:
a) Financial Statements incorporated in Part B by reference to the
Registrant's Annual Report to Shareholders dated July 31, 2002
as filed with the SEC on Form N-30D on October 10, 2002:
(i) Financial Highlights
(ii) Statement of Investments, July 31, 2002
(iii) Statement of Assets and Liabilities - July 31, 2002
(iv) Statement of Operations - for the year ended July 31,
2002
(v) Statements of Changes in Net Assets - for the years
ended July 31, 2002 and 2001
(vi) Statement of Cash Flows - for the year ended July 31,
2002
(vii) Reconciliation of Net Investment Income to Net Cash
Provided by Operations Activities - for the year ended
July 31, 2002
(viii) Notes to Financial Statements
(ix) Independent Auditors' Report
(2) Exhibits:
The following exhibits are incorporated by reference herein to the
filings referenced for each exhibit below, except for those exhibits
that are filed herewith, as noted below:
(a) Charter
(i) Agreement and Declaration of Trust dated May 13, 1997
Filing: Post-Effective Amendment No. 1 to Registration
Statement on Form N-2
File No.: 333-65111
Filing Date: November 24, 1998
(ii) Certificate of Amendment of Agreement and Declaration of
Trust of Franklin Floating Rate Trust dated July 19, 2001
Filing: Registration Statement on Form N-2
File No.: 333-74188
Filing Date: November 29, 2001
(iii)Certificate of Trust dated May 13, 1997
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2
File No.: 333-30131
Filing Date: December 8, 1997
(b) By-Laws
Filing: Initial Registration Statement on Form
N-2
File No.: 333-30131
Filing Date: June 27, 1997
(c) Voting Trust Agreement
Not Applicable
(d) (i) Specimen of Stock Certificate
Not Applicable
(ii) Agreement and Declaration of Trust
ARTICLE III - SHARES
SECTIONS 1-7
ARTICLE IV - HOLDERS' VOTING POWERS AND MEETINGS
SECTIONS 1-5
ARTICLE VIII - MISCELLANEOUS
SECTIONS 2-3
By-Laws
ARTICLE II - MEETINGS OF HOLDERS
ARTICLE IX - GENERAL MATTERS
SECTIONS 3-5
PART A: Prospectus
"Description of Common Shares"
(e) Dividend Reinvestment Plan
Not Applicable
(f) Long-Term Debt Instruments
Not Applicable
(g) Investment Advisory Agreements
(i) Investment Advisory Agreement between Registrant and
Franklin Advisers, Inc. dated September 16, 1997
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2
File No.: 333-30131
Filing Date: March 6, 1998
(h) Underwriting Agreement
(i) Amended Distribution Agreement between Registrant and
Franklin/Templeton Distributors, Inc. dated July 1, 1998
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2
File No.: 333-65111
Filing Date: November 24, 1998
(ii) Form of Dealer Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers dated March 1,
1998
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2
File No.: 333-65111
Filing Date: November 24, 1998
(iii)Amendment of Amended Distribution Agreement dated January
12, 1999
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2
File No.: 333-88213
Filing Date: November 23, 1999
(i) Bonus, Profit Sharing, Pension Plans
Not Applicable
(j) Custodian Agreements and Depository Contracts
(i) Master Custody Agreement dated February 16, 1996
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2
File No.: 333-30131
Filing Date: March 6, 1998
(ii) Amendment dated May 7, 1997 to Master Custody Agreement
between Registrant and Bank of New York dated February
16, 1996
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(iii)Amendment dated February 27, 1998 to Master Custody
Agreement between Registrant and Bank of New York dated
February 16, 1996
Filing: Registration Statement on Form N-2
File No.: 333-65111
Filing Date: September 30, 1998
(iv) Amendment dated May 16, 2001 to Master Custody Agreement
between the Registrant and Bank of New York dated
February 16, 1996
Filing: Registration Statement on Form N-2
File No.: 333-74188
Filing Date: November 29, 2001
(v) Amendment dated May 1, 2002, to Exhibit A of the Master
Custody Agreement between the Registrant and Bank of New
York dated February 16, 1996
(vi) Amended and Restated Foreign Custody Manager Agreement
between Registrant and Bank of New York made as of May
16, 2001
Filing: Registration Statement on Form N-2
File No.: 333-74188
Filing Date: November 29, 2001
(vii)Amendment dated April 25, 2002, to Schedule 2 of the
Amended and Restated Foreign Custody Manager Agreement
between Registrant and Bank of New York made as of May 16,
2001
(viii)Terminal Link Agreement between Registrant and Bank of New
York dated February 16, 1996
(k) Other Material Contracts
(i) Fund Administration Agreement between the Registrant and
Franklin Templeton Services, LLC dated January 1, 2001
Filing: Registration Statement on Form N-2
File No.: 333-74188
Filing Date: November 29, 2001
(l) Opinion and Consent of Stradley, Ronon, Stevens & Young, LLP
dated November 26, 2002
Filing: Registration Statement on Form N-2
File No.: 333-74188
Filing Date: November 29, 2001
(m) Non-Resident Officers/Directors - Consent to Service of
Process.
Not Applicable
(n) Other Opinions and Consents
Consent of PricewaterhouseCoopers, LLP dated November 26, 2002.
(o) Omitted Financial Statements
Not Applicable
(p) Agreement Re: Initial Capital
Letter of Investment Intent dated September 16, 1997
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2
File No.: 333-30131
Filing Date: March 6, 1998
(q) Model Retirement Plans
Not Applicable
(r) Code of Ethics of the Registrant and Franklin Advisers, Inc.
dated December 2001
(s) Power of Attorney dated November 12, 2002
ITEM 25. MARKETING ARRANGEMENTS
None
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses already incurred and expected
to be incurred in connection with the issuance and distribution of the
previously registered shares of Registrant under the Securities Act of 1933,
other than underwriting discounts and commissions.
PAID AS OF
JULY 31, 2002 PROJECTED
--------------------------------------------------------------------------
SEC/NASD/BLUE SKY fees $46,800 $37,800
--------------------------------------------------------------------------
Printing and Engraving Expenses 11,031 17,139
--------------------------------------------------------------------------
Legal Fees 0 0
--------------------------------------------------------------------------
Audit Fees 0 0
--------------------------------------------------------------------------
Accounting/Transfer Agent Fees 1,751,091 2,720,672
--------------------------------------------------------------------------
Mailing Expenses 9,426 14,645
==========================================================================
Total 1,818,348 2,790,256
--------------------------------------------------------------------------
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
Not Applicable
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
51,157 record holders as of September 30, 2002
ITEM 29. INDEMNIFICATION.
Under Article III, Section 7 of Registrant's Agreement and Declaration of
Trust, if any shareholder or former shareholder of Registrant (each, a
"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 Registrant against all loss and expense arising from such claim or demand.
Under Article VII, Section 2 of Registrant's Agreement and Declaration of Trust,
the Trustees of Registrant (each, a "Trustee," and collectively, the "Trustees")
shall not be responsible or liable in any event for any neglect or wrong-doing
of any officer, agent, employee, the investment manager or principal underwriter
of the Registrant, nor shall any Trustee be responsible for the act or omission
of any other Trustee, and the Registrant 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 Registrant; provided that nothing
contained in Registrant's Agreement and Declaration of Trust shall indemnify,
hold harmless or protect any Trustee from or against any liability to the
Registrant or any Shareholder to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") 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 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court or appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
(a) Franklin Advisers, Inc.
See "Who Manages the Fund?"
The officers and directors of Franklin Advisers, Inc. (Advisers), Registrants'
manager, also serve as officers and/or directors/trustee for (1) Advisers'
corporate parent, Franklin Resources, Inc., and/or (2) other investment
companies in Franklin Templeton Investments. For additional information please
see Part B and Schedules A and D of Form ADV of Advisers (SEC File 801-26292)
incorporated herein by reference, which sets forth the officers and directors of
Advisers 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 31. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, are kept by the
Registrant or its shareholder services agent, Franklin Templeton Investor
Services, LLC, both of whose address is One Franklin Parkway, San Mateo, CA
94403-1906.
ITEM 32. MANAGEMENT SERVICES
Not Applicable
ITEM 33. UNDERTAKINGS
(1) Registrant undertakes to suspend the offering of its shares until
it amends its Prospectus if-
(a) Subsequent to the effective date of its Registration Statement,
the net asset value declines more than 10% from its net asset
value as of the effective date of the Registration Statement; or
(b) The net asset value increases to an amount greater than its net
proceeds as stated in the Prospectus.
(2) Registrant undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement:
(1) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(2) to reflect in the prospectus any facts or events after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(3) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) that, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of those securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(3) Registrant further undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business
days of receipt of a written or oral request, any Statement of
Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
486(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Mateo, and the State of California, on the 26th
day of November, 2002.
FRANKLIN FLOATING RATE TRUST
(Registrant)
By: /s/David P. Goss
--------------------
David P. Goss,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
RUPERT H. JOHNSON, JR.* Trustee & Chief
---------------------- Executive November 26, 2002
Rupert H. Johnson, Jr. Officer-Investment
Management
JIMMY D. GAMBILL* Chief Executive
----------------------- Officer-Finance and November 26, 2002
Jimmy D. Gambill Administration
KIMBERLEY H. MONASTERIO* Chief Financial November 26, 2002
------------------------ Officer
Kimberley H. Monasterio
FRANK H. ABBOTT, III* Trustee November 26, 2002
---------------------
Frank H. Abbott, III
HARRIS J. ASHTON* Trustee November 26, 2002
-----------------
Harris J. Ashton
S. JOSEPH FORTUNATO* Trustee November 26, 2002
--------------------
S. Joseph Fortunato
EDITH E. HOLIDAY* Trustee November 26, 2002
-----------------
Edith E. Holiday
CHARLES B. JOHNSON* Trustee November 26, 2002
-------------------
Charles B. Johnson
FRANK W. T. LAHAYE* Trustee November 26, 2002
-------------------
Frank W. T. LaHaye
GORDON S. MACKLIN* Trustee November 26, 2002
------------------
Gordon S. Macklin
*By: /s/David P. Goss
--------------------
David P. Goss
Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
FRANKLIN FLOATING RATE TRUST
REGISTRATION STATEMENT
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
EX-99.2(a)(i) Agreement and Declaration *
of Trust dated May 13, 1997
EX-99.2(a)(ii) Certificate of Amendment of *
Agreement and Declaration of Trust
of Franklin Floating Rate Trust
dated July 19, 2001
EX-99.2(a)(iii) Certificate of Trust dated May 13, *
1997
EX-99.2(b) By-Laws *
EX-99.2(g)(i) Investment Advisory Agreement *
between Registrant and Franklin
Advisers, Inc. dated September 16,
1997
EX-99.2(h)(i) Amended Distribution Agreement *
between Registrant and
Franklin/Templeton Distributors,
Inc. dated July 1, 1998
EX-99.2(h)(ii) Forms of Dealer Agreements *
between Franklin/Templeton
Distributors, Inc. and
Securities Dealers
EX-99.2(h)(iii) Amendment of Amended Distribution *
Agreement dated January 12, 1999
EX-99.2(j)(i) Master Custody Agreement dated *
February 16, 1996
EX-99.2(j)(ii) Amendment dated May 7, 1997 to *
Master Custody Agreement between
Registrant and Bank of New York
dated February 16, 1996
EX-99.2(j)(iii) Amendment dated February 27, 1998 to *
Master Custody Agreement between
Registrant and Bank of New York
dated February 16, 1996
EX-99.2(j)(iv) Amendment dated May 16, 2001, to *
Master Custody Agreement between
Registrant and Bank of New York
dated February 16, 1996
EX-99.2(j)(v) Amendment dated May 1, 2002, to Attached
Exhibit A of the Master Custody
Agreement between the Registrant
and Bank of New York dated February
16, 1996
EX-99.2(j)(vi) Amended and Restated Foreign Custody *
Manager Agreement between Registrant
and Bank of New York made as of May
16, 2001
EX-99.2(j)(vii) Amendment dated April 25, 2002, to Attached
Schedule 2 of the Amended and Restated
Foreign Custody Manager Agreement
between Registrant and Bank of New York
made as of May 16, 2001
EX-99.2(j)(viii) Terminal Link Agreement between Attached
Registrant and Bank of New York
dated February 16, 1996
EX-99.2(k)(i) Fund Administration Agreement *
between Registrant and Franklin
Templeton Services, LLC dated
January 1, 2001
EX-99.2(l) Opinion and Consent of Stradley, *
Ronon, Stevens & Young, LLP dated
November 26, 2002
EX-99.2(n) Consent of PricewaterhouseCoopers, Attached
LLP
EX-99.2(p) Letter of Investment Intent dated *
September 16, 1997
EX-99.2(r) Code of Ethics Attached
EX-99.2(s) Power of Attorney dated Attached
November 12, 2002
*Incorporated by Reference