485BPOS 1 filing565.htm PRIMARY DOCUMENT  

 

 

As filed with the Securities and Exchange Commission on April 29, 2013.

 

File Nos.

002-30203

811-01608

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No.  

 

Post-Effective Amendment No.

58

[X]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No.

42

[X]

 

FRANKLIN HIGH INCOME TRUST

(Exact Name of Registrant as Specified in Charter)

 

ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code (650) 312-2000

 

craig s. tyle, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906

(Name and Address of Agent for Service of Process)

 

Approximate Date of Proposed Public Offering:

 

It is proposed that this filing will become effective (check appropriate box):

 

[ ] immediately upon filing pursuant to paragraph (b)

[X] on May 1, 2013 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

 

If appropriate, check the following box:

 

 

[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

EXPLANATORY NOTE

This Amendment No. 58 (Amendment) to the Registration Statement of Franklin High Income Trust (Registrant) on Form N-1A (File No. 811-01608) is being filed under the Securities Act of 1933, as amended (1933 Act), to amend and supplement Amendment No.56 to the Registrant’s Registration Statement on Form N-1A filed with the U.S. Securities and Exchange Commission (Commission) on September 27, 2012 under the 1940 Act (Accession No. 0001379491-12-000767) (Amendment No. 40), as pertaining to the Part A and Part B of the Franklin High Income Fund series of the Registrant (Fund). The Part A and the Part B of the Fund, as filed in Amendment No. 56, are incorporated herein by reference.

 


 

 

105 P-2 05/13

SUPPLEMENT DATED MAY 1, 2013

TO THE PROSPECTUS DATED OCTOBER 1, 2012

OF

FRANKLIN HIGH INCOME FUND

Franklin High Income Trust

 

The prospectus is amended as follows:

 

I.  The Fund will begin offering Class R6 shares on or about May 1, 2013. Therefore, on or about May 1, 2013, the Fund will offer five classes of shares, Class A, Class C, Class R, Class R6 and Advisor Class.

 

II.  The “Fund Summary – Shareholder Fees” table, “Annual Fund Operating Expenses” table and “Example” table beginning on page 2 are replaced with the following:

 

SHAREHOLDER FEES (fees paid directly from your investment)

 

 

   

Class A 

Class C 

Class R 

Class R61 

Advisor Class 

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price) 

4.25% 

None 

None 

None 

None 

Maximum Deferred Sales Charge (Load) (as percentage of the lower of original purchase price or sale proceeds) 

None 

1.00% 

None 

None 

None 

1.      The Fund began offering Class R6 shares on May 1, 2013.

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)

 

   

Class A 

Class C 

Class R 

Class R6 

Advisor Class 

Management fees 

0.47% 

0.47% 

0.47% 

0.47% 

0.47% 

Distribution and service (12b-1) fees 

0.15% 

0.65% 

0.50% 

None 

None 

Other expenses1 

0.15% 

0.15% 

0.15% 

0.03% 

0.15% 

Acquired fund fees and expenses2 

0.01% 

0.01% 

0.01% 

0.01% 

0.01% 

Total annual Fund operating expenses 

0.78% 

1.28% 

1.13% 

0.51% 

0.63% 

Fee waiver and/or expense reimbursement3 

-0.01% 

-0.01% 

-0.01% 

-0.01% 

-0.01% 

Total annual Fund operating expenses after fee waiver and/or expense reimbursement2 

0.77% 

1.27% 

1.12% 

0.50% 

0.62% 

1. Other expenses for Class R6 represent an estimate of expenses, including the effect of this Class' lower shareholder servicing fees.

2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the Fund and do not include acquired fund fees and expenses.

1

 


 

 

3. Management has contractually agreed in advance to reduce its fee as a result of the Fund's investment in a Franklin Templeton money fund (acquired fund) for at least the next 12-month period. Contractual fee waiver and/or expense reimbursement agreements may not be terminated during the term set forth above.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example reflects adjustments made to the Fund’s operating expenses due to the fee waiver and/or expense reimbursement by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

   

1 Year 

3 Years 

5 Years 

10 Years 

Class A   

$ 500 

$ 663 

$ 839 

$ 1,349 

Class C   

$ 229 

$ 405 

$ 701 

$ 1,545 

Class R   

$ 114 

$ 358 

$ 621 

$ 1,374 

Class R6   

$ 51 

$ 164 

$ 286 

$ 643 

Advisor Class   

$ 63 

$ 201 

$ 350 

$ 786 

If you do not sell your shares: 

 

 

 

 

Class C   

$ 129 

$ 405 

$ 701 

$ 1,545 

III. The “Fund Summary – Portfolio Turnover” section beginning on page 4 is revised with the following:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 22.52% of the average value of its portfolio.

IV. The “Fund Summary – Performance” section beginning on page 6 is revised with the following:

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund's performance from year to year for Class A shares. The table shows how the Fund's average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempleton.com or by calling (800) DIAL BEN/342-5236.

The secondary index in the table below shows how the Fund's performance compares to a group of securities that aligns more closely with the Fund's investment strategies.

Sales charges are not reflected in the bar chart, and if those charges were included, returns would be less than those shown.

2

 


 

 

CLASS A ANNUAL TOTAL RETURNS

 

 

Best Quarter: 

Q2'09 

18.22% 

Worst Quarter: 

Q4'08 

-14.25% 

As of March 31, 2013, the Fund's year-to-date return was 2.66%. 

 

AVERAGE ANNUAL TOTAL RETURNS
(figures reflect sales charges)

For the periods ended December 31, 2012

 

   

1 Year 

5 Years 

10 Years 

Franklin High Income Fund - Class A   

 

 

 

         Return Before Taxes 

10.58% 

7.95% 

10.01% 

         Return After Taxes on Distributions 

7.86% 

4.96% 

7.09% 

         Return After Taxes on Distributions and Sale of Fund Shares 

6.76% 

4.93% 

6.88% 

Franklin High Income Fund - Class C   

13.99% 

8.38% 

9.97% 

Franklin High Income Fund - Class R   

15.08% 

8.50% 

10.16% 

Franklin High Income Fund - Advisor Class   

15.26% 

9.02% 

10.61% 

Credit Suisse High Yield Index (index reflects no deduction for fees, expenses or taxes) 

14.71% 

9.53% 

10.25% 

Lipper High Current Yield Funds Classification Average (index reflects no deduction for fees, expenses or taxes) 

14.72% 

8.01% 

8.90% 

Performance information for Class R6 shares is not shown because it had not commenced operations as of the date of this prospectus.

Historical performance for Class R shares prior to their inception is based on the performance of Class A shares. Class R performance has been adjusted to reflect differences in sales charges and 12b-1 expenses between classes.

3

 


 

 

The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A and after-tax returns for other classes will vary.

V. The “Fund Details – Management – Special Servicing Agreement” section on page 22 is deleted in its entirety.

VI. The “Fund Details - Financial Highlights” tables beginning on page 26 are updated to include figures for the six months ended November 30, 2012:

 

Six Months Ended
November 30, 2012

Year Ended May 31,

 

Class A

 

(unaudited)

2012

2011

2010

2009

2008

 

Per share operating performance

 

(for a share outstanding throughout the period)

 

Net asset value, beginning of period

 

$1.97

$2.05

$1.89

$1.66

$2.01

$2.17

 

Income from investment operationsa:

 

 

Net investment incomeb

 

0.07

0.14

0.15

0.15

0.14

0.15

 

 

Net realized and unrealized gains (losses)

 

0.10

(0.07)

0.16

0.23

(0.34)

(0.15)

 

Total from investment operations

 

0.17

0.07

0.31

0.38

(0.20)

 

Less distributions from net investment income

 

(0.07)

(0.15)

(0.15)

(0.15)

(0.15)

(0.16)

 

Redemption feesc

 

d

d

 

Net asset value, end of period

 

$2.07

$1.97

$2.05

$1.89

$1.66

$2.01

 

 

 

Total returne

 

8.89%

3.64%

17.15%

23.50%

(9.23)%

0.02%

 

 

 

Ratios to average net assetsf

 

Expenses

 

0.75%

0.76%g

0.75%g

0.74%g

0.78%g

0.74%g

 

Net investment income

 

6.65%

7.16%

7.48%

8.30%

8.80%

7.62%

 

 

 

Supplemental data

 

Net assets, end of period (000's)

 

$3,622,158

$2,979,160

$2,750,251

$2,286,144

$1,811,866

$2,044,744

 

Portfolio turnover rate

 

14.98%

22.52%

51.57%

41.14%

26.56%

31.17%

 

 

 

 

 

a

The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the semiannual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

 

b

Based on average daily shares outstanding.

 

c

Effective September 1, 2008, the redemption fee was eliminated.

 

d

Amount rounds to less than $0.01 per share.

 

e

Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

 

f

Ratios are annualized for periods less than one year.

 

g

Benefit of expense reduction rounds to less than 0.01%.

 

 

 

 

Six Months Ended
November 30, 2012

Year Ended May 31,

 

Class C

 

(unaudited)

2012

2011

2010

2009

2008

 

Per share operating performance

 

(for a share outstanding throughout the period)

 

Net asset value, beginning of period

 

$1.99

$2.07

$1.90

$1.67

$2.02

$2.18

 

Income from investment operationsa:

 

 

Net investment incomeb

 

0.06

0.13

0.14

0.15

0.14

0.15

 

 

Net realized and unrealized gains (losses)

 

0.11

(0.07)

0.17

0.22

(0.35)

(0.16)

 

Total from investment operations

 

0.17

0.06

0.31

0.37

(0.21)

(0.01)

 

Less distributions from net investment income

 

(0.07)

(0.14)

(0.14)

(0.14)

(0.14)

(0.15)

 

Redemption feesc

 

d

d

 

Net asset value, end of period

 

$2.09

$1.99

$2.07

$1.90

$1.67

$2.02

 

 

 

Total returne

 

8.54%

3.09%

17.03%

22.74%

(9.65)%

(0.50)%

 

 

 

Ratios to average net assetsf

 

Expenses

 

1.25%

1.26%g

1.25%g

1.25%g

1.28%g

1.25%g

 

Net investment income

 

6.15%

6.66%

6.98%

7.79%

8.30%

7.11%

 

 

 

Supplemental data

 

Net assets, end of period (000's)

 

$722,227

$580,850

$494,073

$398,292

$310,399

$332,785

 

Portfolio turnover rate

 

14.98%

22.52%

51.57%

41.14%

26.56%

31.17%

 

 

 

 

 

a

The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the semiannual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

 

b

Based on average daily shares outstanding.

 

c

Effective September 1, 2008, the redemption fee was eliminated.

 

d

Amount rounds to less than $0.01 per share.

 

e

Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

 

f

Ratios are annualized for periods less than one year.

 

g

Benefit of expense reduction rounds to less than 0.01%.

 

 

Six Months Ended
November 30, 2012

Year Ended May 31,

 

Class R

 

(unaudited)

2012

2011

2010

2009

2008

 

Per share operating performance

 

(for a share outstanding throughout the period)

 

Net asset value, beginning of period

 

$2.00

$2.08

$1.91

$1.68

$2.02

$2.19

 

Income from investment operationsa:

 

 

Net investment incomeb

 

0.06

0.14

0.14

0.15

0.14

0.15

 

 

Net realized and unrealized gains (losses)

 

0.10

(0.08)

0.18

0.22

(0.33)

(0.17)

 

Total from investment operations

 

0.16

0.06

0.32

0.37

(0.19)

(0.02)

 

Less distributions from net investment income

 

(0.07)

(0.14)

(0.15)

(0.14)

(0.15)

(0.15)

 

Redemption feesc

 

d

d

 

Net asset value, end of period

 

$2.09

$2.00

$2.08

$1.91

$1.68

$2.02

 

 

 

Total returne

 

8.05%

3.25%

17.12%

22.78%

(9.01)%

(0.79)%

 

 

 

Ratios to average net assetsf

 

Expenses

 

1.10%

1.11%g

1.10%g

1.10%g

1.13%g

1.10%g

 

Net investment income

 

6.30%

6.81%

7.13%

7.94%

8.45%

7.26%

 

 

 

Supplemental data

 

Net assets, end of period (000's)

 

$307,123

$263,425

$209,566

$122,056

$42,459

$35,766

 

Portfolio turnover rate

 

14.98%

22.52%

51.57%

41.14%

26.56%

31.17%

 

 

 

 

 

a

The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the semiannual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

 

b

Based on average daily shares outstanding.

 

c

Effective September 1, 2008, the redemption fee was eliminated.

 

d

Amount rounds to less than $0.01 per share.

 

e

Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

 

f

Ratios are annualized for periods less than one year.

 

g

Benefit of expense reduction rounds to less than 0.01%.

 

 

Six Months Ended
November 30, 2012

Year Ended May 31,

 

Advisor Class

 

(unaudited)

2012

2011

2010

2009

2008

 

Per share operating performance

 

(for a share outstanding throughout the period)

 

Net asset value, beginning of period

 

$1.98

$2.06

$1.89

$1.66

$2.01

$2.17

 

Income from investment operationsa:

 

 

Net investment incomeb

 

0.07

0.14

0.15

0.16

0.14

0.16

 

 

Net realized and unrealized gains (losses)

 

0.09

(0.07)

0.18

0.22

(0.34)

(0.16)

 

Total from investment operations

 

0.16

0.07

0.33

0.38

(0.20)

 

Less distributions from net investment income

 

(0.07)

(0.15)

(0.16)

(0.15)

(0.15)

(0.16)

 

Redemption feesc

 

d

d

 

Net asset value, end of period

 

$2.07

$1.98

$2.06

$1.89

$1.66

$2.01

 

 

 

Total returne

 

8.41%

3.79%

17.89%

23.65%

(9.12)%

0.18%

 

 

 

Ratios to average net assetsf

 

Expenses

 

0.60%

0.61%g

0.60%g

0.60%g

0.63%g

0.60%g

 

Net investment income

 

6.80%

7.31%

7.63%

8.44%

8.95%

7.76%

 

 

 

Supplemental data

 

Net assets, end of period (000's)

 

$1,286,527

$857,927

$362,418

$189,004

$149,485

$56,656

 

Portfolio turnover rate

 

14.98%

22.52%

51.57%

41.14%

26.56%

31.17%

 

 

 

 

 

 

 

a

The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations in the semiannual report for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

 

b

Based on average daily shares outstanding.

 

c

Effective September 1, 2008, the redemption fee was eliminated.

 

d

Amount rounds to less than $0.01 per share.

 

e

Total return is not annualized for periods less than one year.

 

f

Ratios are annualized for periods less than one year.

 

g

Benefit of expense reduction rounds to less than 0.01%.

 

 

                             

4

 


 

 

 

VII. The first paragraph and the table of the “Fund Details – Your Account - Choosing a Share Class” section beginning on page 31 is replaced with the following:

 

Each class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation. Your investment representative (financial advisor) can help you decide. Investors may purchase Class C or Class R shares only for Fund accounts on which they have appointed an investment representative (financial advisor) of record. Investors who have not appointed an investment representative (financial advisor) to existing Class C or Class R share Fund accounts may not make additional purchases to those accounts but may exchange their shares for shares of a Franklin Templeton fund that offers Class C or Class R shares. Dividend and capital gain distributions may continue to be reinvested in existing Class C or Class R share Fund accounts. These provisions do not apply to Employer Sponsored Retirement Plans.

 

Class A 

Class C 

Class R 

Class R6

Advisor Class 

Initial sales charge of 4.25% or less

No initial sales charge

No initial sales charge

See "Qualified Investors – Class R" below

See "Qualified Investors – Advisor Class

Deferred sales charge of 0.75% on purchases of $1 million or more sold within 18 months

Deferred sales charge of 1% on shares you sell within 12 months

Deferred sales charge is not applicable

 

 

Lower annual expenses than Class C or R due to lower distribution fees

Higher annual expenses than Class A due to higher distribution fees

Higher annual expenses than Class A due to higher distribution fees (lower than Class C)

 

 

5

 


 

 

 

The Fund began offering Class R6 shares on May 1, 2013.

 

VIII. The “Fund Details – Your Account - Choosing a Share Class – Sales Charge Waivers” section on page 35 is replaced with the following:

Sales Charge Waivers

Class A shares may be purchased without an initial sales charge or contingent deferred sales charge (CDSC) by certain investors or for certain payments. If you would like information about available sales charge waivers, call your investment representative or call Shareholder Services at (800) 632-2301.

Waivers for investments from certain payments.   Class A shares may be purchased without an initial sales charge or CDSC by investors who reinvest within 90 days:

·        Dividend and capital gain distributions from any Franklin Templeton fund. The distributions generally must be reinvested in the same share class. Certain exceptions apply, however, to Class C shareholders who chose to reinvest their distributions in Class A shares of the Fund before November 17, 1997, and to Class R6, Advisor Class or Class Z shareholders of a Franklin Templeton fund who may reinvest their distributions in the Fund's Class A shares.

·        Annuity payments received under either an annuity option or from death benefit proceeds, 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.

  • Redemption proceeds from the sale of Class A shares of any of the Franklin Templeton Investment Funds if you are a qualified investor.
  • If you paid a CDSC when you redeemed your Class A shares from a Franklin Templeton Investment Fund, a new CDSC will apply to your purchase of Fund shares and the CDSC holding period will begin again. We will, however, credit your Fund account with additional shares based on the CDSC you previously paid and the amount of the redemption proceeds that you reinvest.
  • If you immediately placed your redemption proceeds in a Franklin Templeton money fund, you may reinvest them as described above. The proceeds must be reinvested within 90 days from the date they are redeemed from the money fund.

Waivers for certain investors.   The following investors or investments qualify to buy Class A shares without an initial sales charge or CDSC due to anticipated economies in sales efforts and expenses, including:

Class C shares may be purchased without limit or CDSC by the Franklin Templeton Charitable Giving Fund.

  • Governments, municipalities, and tax-exempt entities that meet the requirements for qualification under section 501 of the Internal Revenue Code when purchasing direct from the Fund. Please consult your legal and investment advisors to determine if an investment in the Fund is permissible and suitable for you.
  • Registered securities dealers and their affiliates, for their investment accounts only.
  • Current employees of securities dealers and their affiliates and their family members, as allowed by the internal policies of their employer.
  • Current and former officers, trustees, directors, full-time employees (and, in each case, their family members) of both Franklin Templeton Investments and Franklin Templeton funds, consistent with our then-current policies.
  • Current partners of law firms that currently provide legal counsel to the funds, Franklin Resources, Inc. or its affiliates.
  • Assets held in accounts managed by a subsidiary of Franklin Resources, Inc.: (1) under an advisory agreement (including sub-advisory agreements); and/or (2) as trustee of an inter vivos or testamentary trust.
  • Certain unit investment trusts and their holders reinvesting distributions from the trusts.
  • Any trust or plan established as part of a qualified tuition program under Section 529 of the Internal Revenue Code, as amended.
  • Group annuity separate accounts offered to retirement plans.
  • Chilean retirement plans that meet the requirements described under "Retirement plans" below.
  • Members of the Assembly of Governmental Employees (AGE)
  • German insurance companies that publicly offer variable annuities or unit linked life policies in Germany and that have entered into an agreement with Distributors or Franklin Templeton Investment Services GMbH
  • Banks and securities institutions investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which they have full and exclusive investment discretion and that have entered into an agreement with Distributors or Franklin Templeton Investment Services GMbH. Such purchases are subject to minimum investment requirements, which are available from Distributors or Franklin Templeton Investment Services GMbH.
  • Assets held in accounts managed by a state or federally regulated trust company or bank (Trust Company) either as discretionary trustee of an inter vivos or testamentary trust or as investment manager under an advisory agreement (including sub-advisory) or other agreement that grants the Trust Company investment discretion over those assets (Trust Company Managed Assets) if (i) the aggregate value of Trust Company Managed Assets invested in Franklin Templeton funds at the time of purchase equals at least $1 million; and (ii) the purchased shares are registered directly to the Trust Company in its corporate capacity (not as trustee of an individual trust) and held solely as Trust Company Managed Assets.
  • Advisory Fee Programs. Shares acquired by an investor in connection with a comprehensive fee or other advisory fee arrangement between the investor and a registered broker-dealer or investment advisor, trust company or bank (referred to as the “Sponsor”) in which the investor pays that Sponsor a fee for investment advisory services and the Sponsor or a broker-dealer through whom the shares are acquired has an agreement with Distributors authorizing the sale of Fund shares. No minimum initial investment.

6

 


 

 

Retirement plans.   Provided that Franklin Templeton Investor Services, LLC is notified, Class A shares at NAV are available for:

  • Employer Sponsored Retirement Plans (Plan) that invest indirectly in Fund shares through Fund omnibus accounts registered to a financial intermediary; or
  • An Employer Sponsored Retirement Plan if the employer sponsors one or more Plans with aggregate Plan assets of $1 million or more; or
  • Investors who open an IRA with proceeds rolled over directly from an Employer Sponsored Retirement Plan if the IRA is a "Common Platform IRA." An IRA is a Common Platform IRA if (i) the IRA custodian or recordkeeper, or one of its affiliates, is the recordkeeper for the Plan at the time the IRA is opened; and (ii) Fund shares transferred in-kind to a “Common Platform IRA” opened by a direct rollover to that IRA from an Employer Sponsored Retirement Plan; or
  • The portion of any direct rollover from a participant’s Employer Sponsored Retirement Plan account or direct transfer from a 403(b) plan account to a Franklin Templeton IRA with Franklin Templeton Bank & Trust (FTB&T) as the custodian that is funded by the sale immediately prior to the rollover/transfer of Franklin Templeton fund shares held in the Plan account, provided that documentation accompanies the rollover/transfer instruction that reasonably supports this funding source requirement; or
  • Investors who open an IRA as a spousal rollover or a Qualified Domestic Relations Order (QDRO) if opened with proceeds from a "Former DCS Plan" and/or a plan for which FTB&T is trustee; or
  • Investors who open a Franklin Templeton IRA prior to November 1, 2012 with proceeds rolled over directly from a "Former DCS Plan."

A "Qualified Retirement Plan" is an employer sponsored pension or profit sharing plan that qualifies under section 401(a) of the Internal Revenue Code, including 401(k), money purchase pension, profit sharing and defined benefit plans.

7

 


 

 

An "Employer Sponsored Retirement Plan" is a Qualified Retirement Plan, ERISA covered 403(b) and certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Retirement Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer sponsored IRAs.

A "Former DCS Plan" is an Employer Sponsored Retirement Plan that transferred participant level recordkeeping from the DCS Division of Franklin Templeton Investor Services, LLC to Great-West Retirement Services® (GWRS) on November 2, 2007 and is a recordkeeping client of GWRS at the time of the rollover.

 

IX. The following is added to the “Fund Details – Your Account - Choosing a Share Class” section beginning on page 31:

Qualified Investors - Class R6

Class R6 shares are available to the following investors:

·        Employer Sponsored Retirement Plans where plan level or omnibus accounts are held on the books of Franklin Templeton Investor Services.

·        Other Franklin Templeton funds.

 

X. The following is added to the “Fund Details – Your Account – Exchanging Shares” section beginning on page 50:

 

Class R6

 

You can exchange your Class R6 shares for Class R6 shares of other Franklin Templeton funds. You also may exchange your Class R6 shares for Advisor Class shares of a fund that does not currently offer Class R6 shares.*

 

 

XI.  The second paragraph under the “Fund Details – Your Account – Account Policies – Dealer Compensation – Other dealer and financial intermediary compensation” section  on page 61 is replaced with the following:

 

Except with respect to Class R6 shares, Distributors and/or its affiliates may also make payments (a portion of which may be reimbursable under the terms of the Fund's Rule 12b-1 distribution plans) to certain financial intermediaries in connection with their activities that are intended to assist in the sale of shares of the Franklin Templeton mutual funds, directly or indirectly, to certain Employer Sponsored Retirement Plans. In the case of any one financial intermediary, such payments will not exceed 0.10% of the total assets of Franklin Templeton mutual funds held, directly or indirectly, by such Employer Sponsored Retirement Plans, on an annual basis.

 

 

Please keep this supplement for future reference.

 

105 SA-1 05/13

SUPPLEMENT DATED MAY 1, 2013
TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 1, 2012
OF
FRANKLIN HIGH INCOME FUND

Franklin High Income Trust

The statement of additional information is amended as follows:

I.  The Fund will begin offering Class R6 shares on or about May 1, 2013. Therefore, on or about May 1, 2013, the Fund will offer five classes of shares, Class A, Class C, Class R, Class R6 and Advisor Class.

II. The second paragraph on page 1 is revised as follows:

The unaudited financial statements in the Fund's Semiannual Report to Shareholders, for the period ended November 30, 2012, are incorporated by reference (are legally a part of this SAI).

III. The third paragraph under “Management and Other Services - Shareholder servicing and transfer agent” on page 38 is replaced with the following:

For all classes of shares of the Fund, except for Class R6 shares, Investor Services may also pay servicing fees, that will be reimbursed by the Fund, in varying amounts to certain financial institutions (primarily to help offset their costs associated with client account maintenance support, statement preparation and transaction processing) that (i) maintain omnibus accounts with the Fund in the institution's name on behalf of numerous beneficial owners of Fund shares who are either direct clients of the institution or are participants in an IRS-recognized tax-deferred savings plan (including Employer Sponsored Retirement Plans and Section 529 Plans) for which the institution, or its affiliate, provides participant level recordkeeping services (called "Beneficial Owners"); or (ii) provide support for Fund shareholder accounts by sharing account data with Investor Services through the National Securities Clearing Corporation (NSCC) networking system. In addition to servicing fees received from the Fund, these financial institutions also may charge a fee for their services directly to their clients. Investor Services will also receive a fee from the Fund (other than for Class R6 shares) for services provided in support of Beneficial Owners and NSCC networking system accounts.

IV. The second paragraph under “Organization, Voting Rights and Principal Holders” on page 48 is replaced with the following:

The Fund currently offers five classes of shares, Class A, Class C, Class R, Class R6 and Advisor Class. The Fund may offer additional classes of shares in the future. The full title of each class is:

  • Franklin High Income Fund - Class A
  • Franklin High Income Fund - Class C
  • Franklin High Income Fund - Class R
  • Franklin High Income Fund - Class R6
  • Franklin High Income Fund - Advisor Class

 


 

 

V. The sixth paragraph under “Organization, Voting Rights and Principal Holders” on page 48 is replaced with the following:

From time to time, the number of Fund shares held in the “street name” accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares outstanding.

VI. The seventh paragraph under “Organization, Voting Rights and Principal Holders” on page 48 is replaced with the following:

As of April 1, 2013, the officers and board members, as a group, owned of record and beneficially less than 1% of the outstanding shares of the Fund and each class. The board members may own shares in other funds in Franklin Templeton Investments.

VII. The first paragraph of the “Buying and Selling Shares - Initial sales charges” section on page 49 is replaced with the following:

The maximum initial sales charge is 4.25% for Class A. There is no initial sales charge for Class C, Class R, Class R6 and Advisor Class.

VIII. The second paragraph under the section entitled “The Underwriter” on page 56 is replaced with the following:

 

Distributors does not receive compensation from the Fund for acting as underwriter of the Fund's Class R6 and Advisor Class shares.

 

Please keep this supplement for future reference.

 

 

FRANKLIN HIGH INCOME TRUST

FILE NOS. 002-30203

811-01608

 

PART C

OTHER INFORMATION

 

 

 

Item 28.    Exhibits

 

The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:

 

(a)   Agreement and Declaration of Trust

 

 

(i)

Amended and Restated Agreement and Declaration of Trust dated May 21, 2007

Filing: Post-Effective Amendment No. 50 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2007

 

(b)   By-Laws

 

 

(i)

Amended and Restated By-Laws dated May 21, 2007

Filing: Post-Effective Amendment No. 50 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2007

 

(c)   Instruments Defining Rights of Security Holders

 

 

(i)

Amended and Restated Agreement and Declaration of Trust

(a) Article III, Shares

(b) Article V, Shareholders’ Voting Powers and Meetings

(c) Article VI, Net Asset Value, Distributions,

Redemptions and Transfers

(d) Articles X, Miscellaneous – Section 4

 

 

 

 

(ii)

Amended and Restated By-Laws

(a) Article II, Meetings of Shareholders

(b) Article VI, Records and Reports – Section 1, 2 and 3

(c) Article VII, General Matters: - Sections 3, 4, 6 and 7

(d) Articles VIII, Amendment – Section 1

 

 

 

 

(iii)

Part B: Statement of Additional Information – Item 22

 

(d)   Investment Advisory Contracts

 

 

(i)

Management Agreement between Registrant and Franklin Advisers, Inc. dated September 13, 1996

Filing: Post-Effective Amendment No. 38 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 30, 1997

 

 

 

 

(ii)

Addendum dated January 1, 2008 to the Investment Management Agreement made as of September 13, 1996, as amended April 1, 2006 between Registrant and Franklin Advisers, Inc.

Filing: Post-Effective Amendment No. 51 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 25, 2008

 


 

 

 

(e)   Underwriting Contracts

 

 

(i)

Distribution Agreement dated January 1, 2011, between Registrant and Franklin/Templeton Distributors, Inc.

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2011

 

 

 

 

(ii)

Form of Selling Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated May 1, 2010

Filing: Post-Effective Amendment No. 54 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2011

 

(f)   Bonus or Profit Sharing Contracts

 

Not Applicable

 

(g)   Custodian Agreements

 

 

(i)

Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 38 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 30, 1997

 

 

 

 

(ii)

Amendment dated May 7, 1997, to the Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 39 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 21, 1998

 

(iii)

Amendment dated February 27, 1998, to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 39 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 21, 1998

 

 

 

 

(iv)

Amendment dated January 5, 2012, to Exhibit A of the Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

 

 

 

(v)

Amendment dated May 16, 2001 to Master

Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 43 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2001

 

 

 

 

 

(vi)

Amendment dated January 5, 2012 to Schedule 1 of the Amendment dated May 16, 2001, to the Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

 

 

(vii)

Amended and Restated Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated May 16, 2001

Filing: Post-Effective Amendment No. 43 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2001

 

 

 

 

(viii)

Amendment dated January 5, 2012 to Schedule 1 of the Amended and Restated Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon dated May 16, 2001

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

 

 

(ix)

Amendment dated September 1, 2011 to Schedule 2 of the Amended and Restated Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon May 16, 2001

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

 

 

(x)

Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment No. 38 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 30, 1997

 

 

 

 

(xi)

Amendment dated January 5, 2012 to Exhibit A of the Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

Filing: Post-Effective Amendment 5No. 6 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

         

 


 

 

 

(h)   Other Material Contracts

 

 

(i)

Amended and Restated Subcontract for Fund Administrative Services dated April 17, 2012 between Franklin Advisers, Inc. and Franklin Templeton Services, LLC

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

(i)   Legal Opinion

 

 

(i)

Opinion and Consent of Counsel dated July

14, 1998

Filing: Post-Effective Amendment No. 39 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 21, 1998

 

(j)   Other Opinions

 

 

 

Not Applicable

 

(k)   Omitted Financial Statements

 

 

 

Not Applicable

 

(l)   Initial Capital Agreements

 

 

 

Not Applicable

 

(m)   Rule 12b-1 Plan

 

 

(i)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc. dated February 1, 2009

Filing: Post-Effective Amendment 52 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 25, 2009

 

 

(ii)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment 53 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 28, 2010

 

 

 

 

(iii)

Amended and Restated Class B Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment 53 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 28, 2010

 

 

 

 

(iv)

Amended and Restated Class R Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc. dated July 9, 2009

Filing: Post-Effective Amendment 53 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: July 28, 2010

 


 

 

 

(n)   Rule 18f-3 Plan

 

 

(i)

Amended and Restated Multiple Class Plan dated December 6, 2012

 

 

(p)     Code of Ethics

 

 

(i)

Code of Ethics dated April 1, 2012

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 

(q)   Power of Attorney

 

 

(i)

Power of Attorney dated April 30, 2012

Filing: Post-Effective Amendment No. 56 to Registration Statement on Form N-1A

File No. 002-30203

Filing Date: September 27, 2012

 

 


 

 

 

 

Item 29.    Persons Controlled by or Under Common Control with Registrant

 

None

 

Item 30.    Indemnification

 

The Amended and Restated Agreement and Declaration of Trust (the "Declaration") provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the "Delaware Act"), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.

 

The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, or is threatened to be made a party to any Proceeding (as defined in the Declaration) because the person is or was an Agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person's conduct was unlawful. There shall nonetheless be no indemnification for a person's own Disqualifying Conduct.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust 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 Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 


 

 

 

Item 31.    Business and Other Connections of Investment Adviser

 

The officers and directors of Franklin Advisers, Inc. (Advisers), Registrant's manager, also serve as officers and/or directors/trustees 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 the Advisers (SEC File 801-26292), incorporated herein by reference, which sets forth the officers and directors of the 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 32.    Principal Underwriters

 

a)    Franklin/Templeton Distributors, Inc. (Distributors) also acts as principal underwriter of shares of:

 

Franklin California Tax-Free Income Fund

Franklin California Tax-Free Trust

Franklin Custodian Funds

Franklin Federal Tax-Free Income Fund

Franklin Global Trust

Franklin Gold and Precious Metals Fund

Franklin Investors Securities Trust

Franklin Managed Trust

Franklin Money Fund

Franklin Municipal Securities Trust

Franklin Mutual Recovery Fund

Franklin Mutual Series Funds

Franklin New York Tax-Free Income Fund

Franklin New York Tax-Free Trust

Franklin Real Estate Securities Trust

Franklin Strategic Mortgage Portfolio

Franklin Strategic Series

Franklin Tax-Exempt Money Fund

Franklin Tax-Free Trust

Franklin Templeton Fund Allocator Series

Franklin Templeton Global Trust

Franklin Templeton International Trust

Franklin Templeton Money Fund Trust

Franklin Templeton Variable Insurance Products Trust

Franklin Value Investors Trust

Institutional Fiduciary Trust

 

Templeton China World Fund

Templeton Developing Markets Trust

Templeton Funds

Templeton Global Investment Trust

Templeton Global Opportunities Trust

Templeton Global Smaller Companies Fund

Templeton Growth Fund, Inc.

 


 

 

Templeton Income Trust

Templeton Institutional Funds

 

b)    The information required with respect to each director and officer of Distributors is incorporated by reference to Part B of this N-1A and Schedule A of Form BD filed by Distributors with the Securities and Exchange Commission pursuant to the Securities Act of 1934 (SEC File No.008-05889)

 

c)    Not Applicable.  Registrant's principal underwriter is an affiliated person of an affiliated person of the Registrant

 

Item 33.    Location of Accounts and Records

 

The accounts, books or other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940 are kept by the Trust at One Franklin Parkway, San Mateo, CA 94403-1906 or its shareholder services agent, Franklin Templeton Investor Services, LLC, at 3344 Quality Drive, Rancho Cordova, CA 95670-7313.

 

Item 34.    Management Services

 

There are no management-related service contracts not discussed in Part A or Part B

 

Item 35.    Undertakings

 

Not Applicable

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, 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 April 2013.

 

FRANKLIN HIGH INCOME TRUST

(Registrant)

 

By /s/ KAREN L. SKIDMORE

 Karen L. Skidmore

  Vice President and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Christopher J. Molumphy

Christopher J. Molumphy

 

President Chief Executive Officer – Investment Management

Dated: April 26, 2013

 

 

Laura F. Fergerson*

Laura F. Fergerson

Chief Executive Officer – Finance and Administration

Dated: April 26, 2013

 

 

Gaston Gardey*

Gaston Gardey

 

Chief Financial Officer and Chief Accounting Officer

Dated: April 26, 2013

Harris J. Ashton*

Trustee

Harris J. Ashton

Dated: April 26, 2013

 

 

Sam Ginn*

Sam Ginn

Trustee

Dated: April 26, 2013

 

 

Edith E. Holiday

Trustee

Edith E. Holiday

Dated: April 26, 2013

 

 

Charles B. Johnson*

Trustee

Charles B. Johnson

Dated: April 26, 2013

 

 

Rupert H. Johnson, Jr.*

Trustee

Rupert H. Johnson, Jr.

Dated: April 26, 2013

 

 

J. Michael Luttig*

J. Michael Luttig

Trustee

Dated: April 26, 2013

 

 

Frank A. Olson*

Frank A. Olson

Trustee

Dated: April 26, 2013

 

 

Larry D. Thompson*

Larry D. Thompson

Trustee

Dated: April 26, 2013

 

 

John B. Wilson*

Trustee

John B. Wilson

Dated: April 26, 2013

 

 

 


 

 

 

 

*By:  /s/KAREN L. SKIDMORE

Attorney-in-Fact

(Pursuant to Power of Attorney previously filed)

 


 

 

FRANKLIN HIGH INCOME TRUST

REGISTRATION STATEMENT

EXHIBITS INDEX

 

EXHIBIT NO.

DESCRIPTION

LOCATION

 

 

 

EX-99.(a)(i)

Amended and Restated Agreement and Declaration of Trust dated May 21, 2007

*

 

 

 

EX-99.(b)(i)

Amended and Restated By-Laws dated May 21, 2007

*

 

 

 

EX-99.(d)(i)

Management Agreement between Registrant and Franklin Advisers, Inc. dated September 13, 1996

*

 

 

 

EX-99.(d)(ii)

Addendum dated January 1, 2008 to the Investment Management Agreement made as of September 13, 1996, as amended April 1, 2006 between Registrant and Franklin Advisers, Inc.

*

 

 

 

EX-99.(e)(i)

Distribution Agreement dated January 1, 2011, between Registrant and Franklin/Templeton Distributors, Inc.

*

 

 

 

EX-99.(e)(ii)

Form of Selling Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated May 1, 2010

*

 

 

 

EX-99.(e)(iii)

Amendment dated May 15, 2006 to forms of Selling Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated November 1, 2003

*

 

 

 

EX-99.(g)(i)

Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX—99.(g) (ii)

Amendment dated May 7, 1997, to the Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX-99.(g)(iii)

Amendment dated February 27, 1998, to Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996

*

 

 

 

EX-99.(g)(iv)

Amendment dated January 5, 2012 to Exhibit A of the Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996

*

 

 

 

EX-99.(g)(v)

Amendment dated May 16, 2001 to Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX-99.(g)(vi)

Amendment dated January 5, 2012 to Schedule 1 of the Amendment dated May 16, 2001, to the Master Custody Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX-99.(g)(vii)

Amended and Restated Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated May 16, 2001

*

 

 

 

EX-99.(g)(viii)

Amendment dated January 5, 2012 to Schedule 1 of the Amended and Restated Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated May 16, 2001

*

 

 

 

EX-99.(g)(ix)

Amendment dated September 1, 2011 to Schedule 2 of the Amended and Restated Foreign Custody Manager Agreement, between the Registrant and The Bank of New York Mellon

*

 

 

 

EX-99.(g)(x)

Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX-99.(g)(xi)

Amendment dated January 5, 2012 to Exhibit A of the Terminal Link Agreement between Registrant and The Bank of New York Mellon dated February 16, 1996

*

 

 

 

EX-99.(h)(i)

Amended and Restated Subcontract for Fund Administrative Services dated April 17, 2012 between Franklin Advisers, Inc. and Franklin Templeton Services, LLC

*

 

 

 

 

 

 

EX-99.(i)(i)

Opinion and Consent of Counsel dated July 14, 1998

*

 

 

 

 

 

 

 

 

 

EX-99.(m)(i)

Amended and Restated Class A Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc. dated February 1, 2009

*

 

 

 

EX-99.(m)(ii)

Amended and Restated Class C Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc.

*

 

 

 

EX-99.(m)(iii)

Amended and Restated Class B Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc.

*

 

 

 

EX-99(m)(iv)

Amended and Restated Class R Distribution Plan pursuant to Rule 12b-1 between Registrant and Franklin/Templeton Distributors, Inc.

*

 

 

 

EX-99.(n)(i)

Amended and Restated Multiple Class Plan dated December 6, 2012

Attached

 

 

 

EX-99.(p)(i)

Code of Ethics dated April 2012

*

 

 

 

EX-99.(q)(i)

Power of Attorney dated April 30, 2012

*

 

 

 

 


 

 

 

* Incorporated by Reference