-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvKdqE4ipDzrZtZsMLPk7AHkAIa/6gJvjes0h0R0SrL31vBe/AWekMtWmuequyPm EXzcDp2KMoPS4fpYdUB+Yg== 0000773478-00-000001.txt : 20000203 0000773478-00-000001.hdr.sgml : 20000203 ACCESSION NUMBER: 0000773478-00-000001 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000127 EFFECTIVENESS DATE: 20000127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN CALIFORNIA TAX FREE TRUST CENTRAL INDEX KEY: 0000773478 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-99112 FILM NUMBER: 515025 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-04356 FILM NUMBER: 515026 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4153122000 MAIL ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 485BPOS 1 As filed with the Securities and Exchange Commission on January 27, 2000. File Nos. 2-99112 811-4356 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 18 (X) and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 18 (X) FRANKLIN CALIFORNIA TAX-FREE TRUST (Exact Name of Registrant as Specified in Charter) 777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (650) 312-2000 MURRAY L. SIMPSON, 777 MARINERS ISLAND BLVD. SAN MATEO, CA 94404 (Name and Address of Agent for Service of Process) Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) [X] on February 1, 2000 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. The Registrant's prospectus dated November 1, 1999, and Statement of Additional Information dated November 1, 1999, as amended January 1, 2000, as filed with the Securities and Exchange Commission under Form Type 497 on November 1, 1999, and December 16, 1999, respectively (File No. 02-99112 and 811-4356), are hereby incorporated by reference. o CAT P-1 SUPPLEMENT DATED FEBRUARY 1, 2000 TO THE PROSPECTUS OF FRANKLIN CALIFORNIA TAX-FREE TRUST DATED NOVEMBER 1, 1999 The prospectus is amended as follows: I. As of February 1, 2000, the Franklin California Insured Tax-Free Income Fund offers three classes of shares: Class A, Class B and Class C. II. The section "Performance" for the Insured Fund, found on page 7, is replaced with the following: [Insert graphic of bull and bear] PERFORMANCE This bar chart and table show the volatility of the fund's returns, which is one indicator of the risks of investing in the fund. The bar chart shows changes in the fund's returns from year to year over the past 10 calendar years. The table shows how the fund's average annual total returns compare to those of a broad-based securities market index. Of course, past performance cannot predict or guarantee future results. CLASS A ANNUAL TOTAL RETURNS 1 [Insert bar graph] 6.33% 10.80% 8.73% 13.00% -5.31% 16.30% 4.22% 8.21% 6.51% -3.56% 90 91 92 93 94 95 96 97 98 99 YEAR [Begin callout] BEST QUARTER: Q1 '95 7.02% WORST QUARTER: Q1 '94 - -4.98% [End callout] AVERAGE ANNUAL TOTAL RETURNS For the periods ended December 31, 1999 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Franklin California Insured Tax-Free Income Fund - Class A 2 -7.68% 5.23% 5.86% Lehman Brothers Municipal Bond Index 3 -2.06% 6.91% 6.89% SINCE INCEPTION 1 YEAR (5/1/95) - -------------------------------------------------------------------------------- Franklin California Insured Tax-Free Income Fund - Class C 2 -5.90% 4.31% Lehman Brothers Municipal Bond Index 3 -2.06% 5.84% 1. Figures do not reflect sales charges. If they did, returns would be lower. 2. Figures reflect sales charges. All fund performance assumes reinvestment of dividends and capital gains. May 1, 1994, Class A implemented a Rule 12b-1 plan, which affects subsequent performance. 3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers Municipal Bond Index includes investment grade bonds issued within the last five years as part of a deal of over $50 million and with a maturity of at least two years. It includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the fund's portfolio. III. The section "Fees and Expenses" for the Insured Fund, found on page 8, is replaced with the following: This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (fees paid directly from your investment) CLASS A CLASS B 1 CLASS C - -------------------------------------------------------------------------------- Maximum sales charge (load) as a percentage of 4.25% 4.00% 1.99% offering price Load imposed on purchases 4.25% None 1.00% Maximum deferred sales charge (load) None 2 4.00% 3 0.99% 4 Exchange fee None None None Please see "Sales Charges" on page 39 for an explanation of how and when these sales charges apply. ANNUAL FUND OPERATING EXPENSES (expenses deducted from fund assets) CLASS A CLASS B 1 CLASS C - -------------------------------------------------------------------------------- Management fees 0.46% 0.46% 0.46% Distribution and service (12b-1) fees 0.09% 0.65% 0.65% Other expenses 0.05% 0.05% 0.05% --------------------------- Total annual fund operating expenses 0.60% 1.16% 1.16% =========================== 1. The fund began offering Class B shares on February 1, 2000. Annual fund operating expenses are based on the expenses for Class A and C for the fiscal year ended June 30, 1999. The distribution and service (12b-1) fees are based on the maximum fees allowed under Class B's Rule 12b-1 plan. 2. Except for investments of $1 million or more (see page 40). 3. Declines to zero after six years. 4. This is equivalent to a charge of 1% based on net asset value. EXAMPLE This example can help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes: o You invest $10,000 for the periods shown; o Your investment has a 5% return each year; and o The fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- If you sell your shares at the end of the period: Class A $484 1 $609 $746 $1,143 Class B $518 $668 $838 $1,253 2 Class C $315 $465 $732 $1,495 If you do not sell your shares: Class B $118 $368 $638 $1,253 2 Class C $217 $465 $732 $1,495 1. Assumes a contingent deferred sales charge (CDSC) will not apply. 2. Assumes conversion of Class B shares to Class A shares after eight years, lowering your annual expenses from that time on. IV. The management team for the Insured Fund on page 10 is replaced with the following: The team responsible for the fund's management is: SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987. She is the co-Director of Franklin's Municipal Bond Department. She joined the Franklin Templeton Group in 1986. JOHN POMEROY, VICE PRESIDENT OF ADVISERS Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989. He joined the Franklin Templeton Group in 1986. BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS Mr. Schroer has been an analyst or portfolio manager of the fund since 1987. He joined the Franklin Templeton Group in 1987. JOHN WILEY, VICE PRESIDENT OF ADVISERS Mr. Wiley has been an analyst or portfolio manager of the fund since 1991. He joined the Franklin Templeton Group in 1989. V. The section "Performance" for the Intermediate Fund, found on page 20, is replaced with the following: [Insert graphic of bull and bear] PERFORMANCE This bar chart and table show the volatility of the fund's returns, which is one indicator of the risks of investing in the fund. The bar chart shows changes in the fund's returns from year to year over the past 7 calendar years. The table shows how the fund's average annual total returns compare to those of a broad-based securities market index. Of course, past performance cannot predict or guarantee future results. ANNUAL TOTAL RETURNS 1 [Insert bar graph] 11.52% -4.25% 15.92% 7.48% 5.83% 6.51% -1.40% 93 94 95 96 97 98 99 YEAR [Begin callout] BEST QUARTER: Q1 '95 6.05% WORST QUARTER: Q1 '94 - -4.45% [End callout] AVERAGE ANNUAL TOTAL RETURNS For the periods ended December 31, 1999 SINCE INCEPTION 1 YEAR 5 YEARS (9/21/92) - -------------------------------------------------------------------------------- Franklin California Intermediate-Term Tax-Free Income Fund 2 -3.60% 6.3% 5.53% Lehman Brothers 10-Year Municipal Bond Index 3 -1.25% 7.12% 6.19% 1. Figures do not reflect sales charges. If they did, returns would be lower. 2. Figures reflect sales charges. All fund performance assumes reinvestment of dividends and capital gains. 3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers 10-Year Municipal Bond Index includes investment grade bonds issued within the last five years as part of a deal of over $50 million and with a maturity of at least 10 years. It includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the fund's portfolio. VI. The management team for the Intermediate Fund on page 22 is replaced with the following: The team responsible for the fund's management is: SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS Ms. Amoroso has been an analyst or portfolio manager of the fund since its inception. She is the co-Director of Franklin's Municipal Bond Department. She joined the Franklin Templeton Group in 1986. JOHN POMEROY, VICE PRESIDENT OF ADVISERS Mr. Pomeroy has been an analyst or portfolio manager of the fund since its inception. He joined the Franklin Templeton Group in 1986. BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS Mr. Schroer has been an analyst or portfolio manager of the fund since its inception. He joined the Franklin Templeton Group in 1987. JOHN WILEY, VICE PRESIDENT OF ADVISERS Mr. Wiley has been an analyst or portfolio manager of the fund since its inception. He joined the Franklin Templeton Group in 1989. VII. The section "Performance" for the Money Fund, found on page 32, is replaced with the following: [Insert graphic of bull and bear] PERFORMANCE This bar chart and table show the volatility of the fund's returns, which is one indicator of the risks of investing in the fund. The bar chart shows changes in the fund's returns from year to year over the past 10 calendar years. The table shows the fund's average annual total returns. Of course, past performance cannot predict or guarantee future results. ANNUAL TOTAL RETURNS [Insert bar graph] 5.37% 3.86% 2.37% 1.89% 2.22% 3.15% 2.75% 2.91% 2.62% 2.41% 90 91 92 93 94 95 96 97 98 99 YEAR [Begin callout] BEST QUARTER: Q2 '90 1.36% WORST QUARTER: Q1 '94 0.40% [End callout] AVERAGE ANNUAL TOTAL RETURNS For the periods ended December 31, 1999 1 YEAR 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Franklin California Tax-Exempt Money Fund 2.41% 2.77% 2.95% All fund performance assumes reinvestment of dividends. To obtain the fund's current yield information, please call 1-800/DIAL BEN(R). VIII. The management team for the Money Fund on page 34 is replaced with the following: The team responsible for the fund's management is: SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987. She is the co-Director of Franklin's Municipal Bond Department. She joined the Franklin Templeton Group in 1986. JAMES PATRICK CONN, VICE PRESIDENT OF ADVISERS Mr. Conn has been an analyst or portfolio manager of the fund since December 1999. He joined the Franklin Templeton Group in 1996. Previously, he was a portfolio manager with California Investment Trust. CARRIE HIGGINS, VICE PRESIDENT OF ADVISERS Ms. Higgins has been an analyst or portfolio manager of the fund since 1992. She joined the Franklin Templeton Group in 1990. JOHN POMEROY, VICE PRESIDENT OF ADVISERS Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989. He joined the Franklin Templeton Group in 1986. IX. In the section "Sales Charges", which begins on page 39, the following changes are made: (a) The first chart on page 39 is replaced with the following:
CLASS A CLASS B (INSURED FUND ONLY) CLASS C (INSURED FUND ONLY) - ------------------------------------------------------------------------------------------------ o Initial sales charge of o No initial sales charge o Initial sales charge of 1% 4.25% or less (Insured Fund) or 2.25% or less (Intermediate Fund) o Deferred sales charge of 1% o Deferred sales charge of o Deferred sales charge of on purchases of $1 million 4% on shares you sell 1% on shares you sell or more sold within 12 within the first year, within 18 months months declining to 1% within six years and eliminated after that o Lower annual expenses than o Higher annual expenses o Higher annual expenses Class B or C due to lower than Class A (same as than Class A (same as distribution fees Class C) due to higher Class B) due to higher distribution fees. distribution fees. No Automatic conversion to conversion to Class A Class A shares after shares, so annual eight years, reducing expenses do not decrease. future annual expenses.
The Insured Fund began offering Class B shares on February 1, 2000. (b) The following is added before the discussion of Class C sales charges on page 40: SALES CHARGES - CLASS B IF YOU SELL YOUR SHARES THIS % IS DEDUCTED FROM WITHIN THIS MANY YEARS AFTER BUYING THEM YOUR PROCEEDS AS A CDSC - ------------------------------------------------------------------------ 1 Year 4 2 Years 4 3 Years 3 4 Years 3 5 Years 2 6 Years 1 7 Years 0 With Class B shares, there is no initial sales charge. However, there is a CDSC if you sell your shares within six years, as described in the table above. The way we calculate the CDSC is the same for each class (please see page 41). After 8 years, your Class B shares automatically convert to Class A shares, lowering your annual expenses from that time on. MAXIMUM PURCHASE AMOUNT The maximum amount you may invest in Class B shares at one time is $249,999. We invest any investment of $250,000 or more in Class A shares, since a reduced initial sales charge is available and Class A's annual expenses are lower. DISTRIBUTION AND SERVICE (12B-1) FEES Class B has a distribution plan, sometimes known as a Rule 12b-1 plan, that allows the fund to pay distribution and other fees of up to 0.65% per year for the sale of Class B shares and for services provided to shareholders. Because these fees are paid out of Class B's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. (c) The section "Contingent Deferred Sales Charge (CDSC) - Class A & C" on page 41 is renamed "Contingent Deferred Sales Charge (CDSC) - Class A, B & C." X. The footnote in the section "Distribution Options" on page 46 is replaced with the following: *Class B and C shareholders may reinvest their distributions in Class A shares of any Franklin Templeton money fund. XI. The following is added after the second paragraph in the section "Exchange Privilege", which begins on page 47: If you exchange your Class B shares for the same class of shares of another Franklin Templeton Fund, the time your shares are held in that fund will count towards the eight year period for automatic conversion to Class A shares. XII. The second paragraph of the "By Mail" section in the Selling Shares chart on page 51 is replaced with the following: Specify the fund, the account number and the dollar value or number of shares you wish to sell. If you own both Class A and B shares, also specify the class of shares, otherwise we will sell your Class A shares first. Be sure to include all necessary signatures and any additional documents, as well as signature guarantees if required. XIII. The section "Statements and Reports" on page 52 is replaced with the following: STATEMENTS AND REPORTS For the Insured and Intermediate Funds, you will receive quarterly account statements that show all your account transactions during the quarter. For the Money Fund, you will receive monthly account statements that show all your account transactions during the month. For each fund, you also will receive written notification after each transaction affecting your account (except for distributions, transactions made through automatic investment or withdrawal programs, and, in the case of the Money Fund, shares sold by check, which will be reported on your quarterly or monthly statement, as applicable). You also will receive the fund's financial reports every six months. To reduce fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports. If you need additional copies, please call 1-800/DIAL BEN. If there is a dealer or other investment representative of record on your account, he or she also will receive copies of all notifications and statements and other information about your account directly from the fund. XIV. The section "Dealer Compensation" on page 54 is replaced with the following: DEALER COMPENSATION Qualifying dealers who sell fund shares may receive sales commissions and other payments. These are paid by Franklin Templeton Distributors, Inc. (Distributors) from sales charges, distribution and service (12b-1) fees and its other resources. INSURED FUND CLASS A CLASS B CLASS C - -------------------------------------------------------------------------- COMMISSION (%) - 3.00 2.00 Investment under $100,000 4.00 - - $100,000 but under $250,000 3.25 - - $250,000 but under $500,000 2.25 - - $500,000 but under $1 million 1.85 - - $1 million or more up to 0.75 1 - - 12B-1 FEE TO DEALER 0.10 0.15 2 0.65 3 INTERMEDIATE FUND CLASS A - --------------------------------------------------------------------------- COMMISSION (%) - Investment under $100,000 2.00 $100,000 but under $250,000 1.50 $250,000 but under $500,000 1.00 $500,000 but under $1 million 0.85 $1 million or more up to 0.75 1 12B-1 FEE TO DEALER 0.10 A dealer commission of up to 1% may be paid on Class C NAV purchases. A dealer commission of up to 0.25% may be paid on Class A NAV purchases by certain trust companies and bank trust departments, eligible governmental authorities, and broker-dealers or others on behalf of clients participating in comprehensive fee programs. 1. During the first year after purchase, dealers may not be eligible to receive the 12b-1 fee. 2. Dealers may be eligible to receive up to 0.15% from the date of purchase. After 8 years, Class B shares convert to Class A shares and dealers may then receive the 12b-1 fee applicable to Class A. 3. Dealers may be eligible to receive up to 0.15% during the first year after purchase and may be eligible to receive the full 12b-1 fee starting in the 13th month. Please keep this supplement for future reference. o CAT SA-1 SUPPLEMENT DATED FEBRUARY 1, 2000 TO THE STATEMENT OF ADDITIONAL INFORMATION OF FRANKLIN CALIFORNIA TAX-FREE TRUST DATED NOVEMBER 1, 1999, AS AMENDED JANUARY 1, 2000 The Statement of Additional Information is amended as follows: I. As of February 1, 2000, the Franklin California Insured Tax-Free Income Fund offers three classes of shares: Class A, Class B and Class C. II. The fourth paragraph in the section "Organization, Voting Rights and Principal Holders" is replaced with the following: The Insured Fund currently offers three classes of shares, Class A, Class B and Class C. The fund began offering Class B shares on February 1, 2000. The full title of each class is: o Franklin California Insured Tax-Free Income Fund - Class A o Franklin California Insured Tax-Free Income Fund - Class B o Franklin California Insured Tax-Free Income Fund - Class C III. The following is added to the section "Organization, Voting Rights and Principal Holders": As of January 3, 2000, the principal shareholders of the funds, beneficial or of record, were: NAME AND ADDRESS PERCENTAGE (%) - -------------------------------------------------------------------------------- MONEY FUND Kenneth Rainin Ttee 7 U/D/T Dated 03/26/90 5400 Hollis St. Emeryville, CA 94608-2508 As of January 3, 2000, the officers and board members, as a group, owned of record and beneficially 5.4% of the Money Fund's shares and less than 1% of the outstanding shares of the other funds. IV. The first paragraph of the section "Initial sales charges" on page 16 is revised to read: The maximum initial sales charge for the Insured Fund is 4.25% for Class A and 1% for Class C. The maximum initial sales charge for the Intermediate Fund is 2.25%. There is no initial sales charge for Class B of the Insured Fund or for the Money Fund. V. The last sentence of the first waiver category in the section "Waivers for investments from certain payments" on page 18 is revised to read: This waiver category also applies to Class B and C shares. VI. The following is added after the first paragraph in the section "Contingent deferred sales charge (CDSC)" on page 19: For Class B shares, there is a CDSC if you sell your shares within six years, as described in the table below. The charge is based on the value of the shares sold or the net asset value at the time of purchase, whichever is less.
IF YOU SELL YOUR CLASS B SHARES WITHIN THIS MANY YEARS AFTER BUYING THEM THIS % IS DEDUCTED FROMYOUR PROCEEDS AS A CDSC - --------------------------------------------------------------------------------------------- 1 Year 4 2 Years 4 3 Years 3 4 Years 3 5 Years 2 6 Years 1 7 Years 0
VII. The section "The Class C plan," found on page 24 under "Distribution and service (12b-1) fees", is replaced with the following: THE CLASS B AND C PLANS. Under the Class B and C plans of the Insured Fund, the fund pays Distributors up to 0.50% per year of the class's average daily net assets, payable monthly for Class B and quarterly for Class C, to pay Distributors or others for providing distribution and related services and bearing certain expenses. All distribution expenses over this amount will be borne by those who have incurred them. The fund also may pay a servicing fee of up to 0.15% per year of the class's average daily net assets, payable monthly for Class B and quarterly for Class C. This fee may be used to pay securities dealers or others for, among other things, helping to establish and maintain customer accounts and records, helping with requests to buy and sell shares, receiving and answering correspondence, monitoring dividend payments from the fund on behalf of customers, and similar servicing and account maintenance activities. The expenses relating to each of the Class B and C plans also are used to pay Distributors for advancing the commission costs to securities dealers with respect to the initial sale of Class B and C shares. Further, the expenses relating to the Class B plan may be used by Distributors to pay third party financing entities that have provided financing to Distributors in connection with advancing commission costs to securities dealers. VIII. The section "The Class A and C plans," found on page 24 under "Distribution and service (12b-1) fees", is renamed "The Class A, B and C plans." Please keep this supplement for future reference. FRANKLIN CALIFORNIA TAX-FREE TRUST FILE NOS. 2-99112 & 811-4356 FORM N-1A PART C OTHER INFORMATION Item 23. Exhibits The following exhibits are incorporated by reference to the previously filed document indicated below, except as noted: (a) Agreement and Declaration of Trust (i) Agreement and Declaration of Trust dated July 18, 1985 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (ii) Certificate of Amendment of Agreement and Declaration of Trust for the Franklin California Tax-Free Trust dated July 22, 1992 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (iii) Certificate of Amendment of Agreement and Declaration of Trust of Franklin California Tax-Free Trust dated March 21, 1995 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (b) By-Laws (i) By-Laws Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (ii) Amendment to By-Laws dated January 18, 1994 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (c) Instruments Defining Rights of Security Holders Not Applicable (d) Investment Advisory Contracts (i) Management Agreement between Registrant and Franklin Advisers, Inc. dated November 1, 1986 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (ii) Management Agreement between Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin Advisers, Inc. dated September 21, 1992 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (iii) Amendment dated August 1, 1995 to the Management Agreement between Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin Advisers, Inc. dated September 21, 1992 Filing: Post-Effective Amendment No. 14 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: October 29, 1996 (e) Underwriting Contracts (i) Amended and Restated Distribution Agreement between Registrant and Franklin/Templeton Distributors, Inc. dated March 30, 1995 Filing: Post-Effective Amendment No. 13 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: September 1, 1995 (ii) Forms of Dealer Agreements between Franklin/Templeton Distributors, Inc. and Securities Dealers dated March 1, 1998 Filing: Post-Effective Amendment No. 17 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: August 26, 1999 (iii) Amendment of Amended and Restated Distribution Agreement between Registrant and Franklin/Templeton Distributors, Inc. dated January 12, 1999 Filing: Post-Effective Amendment No. 17 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: August 26, 1999 (f) Bonus or Profit Sharing Contracts Not Applicable (g) Custodian Agreements (i) Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996 Registrant: Franklin New York Tax-Free Trust Filing: Post-Effective Amendment No. 13 to Registration Statement on Form N-1A File No. 33-7785 Filing Date: March 1, 1996 (ii) Terminal Link Agreement between Registrant and Bank of New York dated February 16, 1996 Registrant: Franklin New York Tax-Free Trust Filing: Post-Effective Amendment No. 13 to Registration Statement on Form N-1A File No. 33-7785 Filing Date: March 1, 1996 (iii) Amendment dated May 7, l997 to the Master Custody Agreement dated February 16, 1996 between Registrant and Bank of New York Filing: Post-Effective Amendment No. 15 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: October 30, 1997 (iv) Amendment dated February 27, 1998, to Exhibit A of the Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996 Filing: Post-Effective Amendment No. 16 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: August 21, 1998 (v) Amendment dated September 16, 1999, to Exhibit A of the Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996 (h) Other Material Contracts (i) Agreement between Registrant and Financial Guaranty Insurance Company dated September 3, 1985 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (ii) Amendment to Agreement between Registrant and Financial Guaranty Insurance Company dated November 24, 1992 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (iii) Subcontract for Fund Administrative Services dated October 1, 1996 and Amendment thereto dated December 1, 1998 between Franklin Advisers, Inc. and Franklin Templeton Services, Inc. (i) Legal Opinion (i) Opinion and Consent of Counsel dated August 18, 1998 Filing: Post-Effective Amendment No. 16 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: August 21, 1998 (j) Other Opinions (i) Consent of Independent Auditors (k) Omitted Financial Statements Not Applicable (l) Initial Capital Agreements (i) Letter of Understanding dated April 12, 1995 Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (m) Rule 12b-1 Plan (i) Amended and Restated Distribution Plan pursuant to Rule 12b-1 dated July 1, 1993 between Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin/Templeton Distributors, Inc. Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (ii) Distribution Plan pursuant to Rule 12b-1 dated May 1, 1994 between Registrant, on behalf of the Franklin California Insured Tax-Free Income Fund, and Franklin/Templeton Distributors, Inc. Filing: Post-Effective Amendment No. 12 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: April 21, 1995 (iii) Class II Distribution Plan pursuant to Rule 12b-1 dated March 30, 1995 between Registrant, on behalf of the Franklin California Insured Tax-Free Income Fund - Class II, and Franklin/Templeton Distributors, Inc. Filing: Post-Effective Amendment No. 14 to Registration Statement on Form N-1A File No. 2-99112 Filing Date: October 29, 1996 (iv) Form of Class B Distribution Plan pursuant to Rule 12b-1 between Registrant, on behalf of Franklin California Insured Tax-Free Income Fund - Class B, and Franklin/Templeton Distributors, Inc. (o) Rule 18f-3 Plan (i) Form of Multiple Class Plan on behalf of Franklin California Insured Tax-Free Income Fund (p) Power of Attorney (i) Power of Attorney dated January 20, 2000 (ii) Certificate of Secretary dated January 27, 2000 Item 24. Persons Controlled by or Under Common Control with Fund None Item 25. Indemnification Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Please see the Declaration of Trust, By-Laws, Management Agreement and Distribution Agreements previously filed as exhibits and incorporated herein by reference. Item 26. Business and Other Connections of Investment Advisor The officers and directors of the Registrant's investment advisor also serve as officers and/or directors or trustees for (1) the advisor's corporate parent, Franklin Resources, Inc., and/or (2) other investment companies in the Franklin Templeton Group of Funds. In addition, Mr. Charles B. Johnson was formerly a director of General Host Corporation. For additional information please see Part B and Schedules A and D of Form ADV of the Funds' investment advisor (SEC File 801-26292), incorporated herein by reference, which sets forth the officers and directors of the investment advisor and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years. Item 27. Principal Underwriters a) Franklin/Templeton Distributors, Inc., (Distributors) also acts as principal underwriter of shares of: Franklin Asset Allocation Fund Franklin California Tax-Free Income Fund, Inc. Franklin Custodian Funds, Inc. Franklin Equity Fund Franklin Federal Money Fund Franklin Federal Tax-Free Income Fund Franklin Floating Rate Trust Franklin Gold Fund Franklin High Income Trust Franklin Investors Securities Trust Franklin Managed Trust Franklin Money Fund Franklin Mutual Series Fund Inc. Franklin Municipal Securities Trust Franklin New York Tax-Free Income Fund Franklin New York Tax-Free Trust Franklin Real Estate Securities Trust Franklin Strategic Mortgage Portfolio Franklin Strategic Series Franklin Tax-Exempt Money Fund Franklin Tax-Free Trust Franklin Templeton Fund Allocator Series Franklin Templeton Global Trust Franklin Templeton International Trust Franklin Templeton Money Fund Trust Franklin Value Investors Trust Franklin Templeton Variable Insurance Products Trust (formerly Franklin Valuemark Funds) Institutional Fiduciary Trust Templeton Capital Accumulator Fund, Inc. Templeton Developing Markets Trust Templeton Funds, Inc. Templeton Global Investment Trust Templeton Global Opportunities Trust Templeton Global Real Estate Fund Templeton Global Smaller Companies Fund, Inc. Templeton Growth Fund, Inc. Templeton Income Trust Templeton Institutional Funds, Inc. Templeton Variable Products Series Fund Item 28. Location of Accounts and Records The accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 are kept by the Trust or its shareholder services agent, Franklin/Templeton Investor Services, Inc., both of whose address is 777 Mariners Island Blvd., San Mateo, CA 94404. Item 29. Management Services There are no management-related service contracts not discussed in Part A or Part B. Item 30. Undertakings Not Applicable SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo and the State of California, on the 27th day of January, 2000. FRANKLIN CALIFORNIA TAX-FREE TRUST (Registrant) By: /s/ Rupert H. Johnson, Jr. -------------------------- Rupert H. Johnson, Jr. President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Rupert H. Johnson, Jr.* Principal Executive Officer and Trustee Rupert H. Johnson, Jr. Dated: January 27, 2000 Martin L. Flanagan* Principal Financial Officer Martin L. Flanagan Dated: January 27, 2000 Diomedes Loo-Tam* Principal Accounting Officer Diomedes Loo-Tam Dated: January 27, 2000 Frank H. Abbott, III* Trustee Frank H. Abbott, III Dated: January 27, 2000 Harris J. Ashton* Trustee Harris J. Ashton Dated: January 27, 2000 Harmon E. Burns* Trustee Harmon E. Burns Dated: January 27, 2000 S. Joseph Fortunato* Trustee S. Joseph Fortunato Dated: January 27, 2000 Charles B. Johnson* Trustee Charles B. Johnson Dated: January 27, 2000 Frank W.T. LaHaye* Trustee Frank W.T. LaHaye Dated: January 27, 2000 Gordon S. Macklin* Trustee Gordon S. Macklin Dated: January 27, 2000 *BY /s/ David P. Goss David P. Goss, Attorney-in-Fact (Pursuant to Power of Attorney previously filed) FRANKLIN CALIFORNIA TAX-FREE TRUST REGISTRATION STATEMENT EXHIBITS INDEX EXHIBIT NO. DESCRIPTION LOCATION EX-99.(a)(i) Agreement and Declaration of Trust * dated July 18, 1985 EX-99.(a)(ii) Certificate of Amendment of * Agreement and Declaration of Trust for the Franklin California Tax-Free Trust dated July 22, 1992 EX-99.(a)(iii) Certificate of Amendment of * Agreement and Declaration of Trust of Franklin California Tax-Free Trust dated March 21, 1995 EX-99.(b)(i) By-Laws * EX-99.(b)(ii) Amendment to By-Laws dated January 18, * 1994 EX-99.(d)(i) Management Agreement between Registrant * and Franklin Advisers, Inc. dated November 1, 1986 EX-99.(d)(ii) Management Agreement between * Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin Advisers, Inc. dated September 21, 1992 EX-99.(d)(iii) Amendment dated August 1, 1995 to the * Management Agreement between Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin Advisers, Inc. dated September 21, 1992 EX-99.(e)(i) Amended and Restated Distribution * Agreement between Registrant and Franklin/Templeton Distributors, Inc. dated March 30, 1995 EX-99.(e)(ii) Forms of Dealer Agreements * between Franklin/Templeton Distributors, Inc. and Securities Dealers dated March 1, 1998 EX-99.(e)(iii) Amendment of Amended and Restated * Distribution Agreement between Registrant and Franklin/Templeton Distributors, Inc. dated January 12, 1999 EX-99.(g)(i) Master Custody Agreement between * Registrant and Bank of New York dated February 16, 1996 EX-99.(g)(ii) Terminal Link Agreement between * Registrant and Bank of New York dated February 16, 1996 EX-99.(g)(iii) Amendment dated May 7, 1997 to the * Master Custody Agreement dated February 16, 1996 between Registrant and Bank of New York EX-99.(g)(iv) Amendment dated February 27, 1998, to * Exhibit A of the Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996 EX-99.(g)(v) Amendment dated September 16, 1999, to Attached Exhibit A of the Master Custody Agreement between Registrant and Bank of New York dated February 16, 1996 EX-99.(h)(i) Agreement between Registrant and * Financial Guaranty Insurance Company dated September 3, 1985 EX-99.(h)(ii) Amendment to Agreement between * Registrant and Financial Guaranty Insurance Company dated November 24, 1992 EX-99.(h)(iii) Subcontract for Fund Administrative Attached Services dated October 1, 1996 and Amendment thereto dated December 1, 1998 between Franklin Advisers, Inc. and Franklin Templeton Services, Inc. EX-99.(i)(i) Opinion and Consent of Counsel dated * August 18, 1998 EX-99.(j)(i) Consent of Independent Auditors Attached EX-99.(l)(i) Letter of Understanding dated April 12, * 1995 EX-99.(m)(i) Amended and Restated Distribution Plan * pursuant to Rule 12b-1 dated July 1, 1993 between Registrant, on behalf of the Franklin California Intermediate-Term Tax-Free Income Fund, and Franklin/Templeton Distributors, Inc. EX-99.(m)(ii) Distribution Plan pursuant to Rule * 12b-1 dated May 1, 1994 between Registrant, on behalf of the Franklin California Insured Tax-Free Income Fund, and Franklin/Templeton Distributors, Inc. EX-99.(m)(iii) Class II Distribution Plan pursuant to * Rule 12b-1 dated March 30, 1995 between Registrant, on behalf of the Franklin California Insured Tax-Free Income Fund, and Franklin/Templeton Distributors, Inc. EX-99.(m)(iv) Form of Class B Distribution Plan Attached pursuant to Rule 12b-1 between Registrant, on behalf of Franklin California Insured Tax-Free Income Fund - Class B, and Franklin/Templeton Distributors, Inc. EX-99.(o)(i) Form of Multiple Class Plan on behalf Attached of Franklin California Insured Tax-Free Income Fund EX-99.(p)(i) Power of Attorney dated January 20, 2000 Attached EX-99.(p)(ii) Certificate of Secretary dated January Attached 27, 2000 *Incorporated by reference EX-99.(G)(V) 2 MASTER CUSTODY AGREEMENT EXHIBIT A The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.
- ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Adjustable Rate Securities Delaware Business U.S. Government Adjustable Rate Mortgage Portfolios Trust Portfolio Franklin Asset Allocation Fund Delaware Business Trust Franklin California Tax-Free Maryland Corporation Income Fund, Inc. Franklin California Tax-Free Massachusetts Franklin California Insured Tax-Free Trust Business Trust Income Fund Franklin California Tax-Exempt Money Fund Franklin California Intermediate-Term Tax-Free Income Fund Franklin Custodian Funds, Inc. Maryland Corporation Growth Series Utilities Series Dynatech Series Income Series U.S. Government Securities Series Franklin Equity Fund California Corporation Franklin Federal Money Fund California Corporation Franklin Federal Tax- Free California Income Fund Corporation - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Franklin Gold Fund California Corporation Franklin High Income Trust Delaware Business AGE High Income Fund Trust Franklin Investors Securities Massachusetts Franklin Global Government Income Fund Trust Business Trust Franklin Short-Intermediate U.S. Govt Securities Fund Franklin Convertible Securities Fund Franklin Adjustable U.S. Government Securities Fund Franklin Equity Income Fund Franklin Bond Fund Franklin Managed Trust Delaware Business Franklin Rising Dividends Fund Trust Franklin Money Fund California Corporation Franklin Municipal Securities Delaware Business Franklin California High Yield Municipal Trust Trust Fund Franklin Tennessee Municipal Bond Fund Franklin Mutual Series Fund Maryland Corporation Mutual Shares Fund Inc. Mutual Beacon Fund Mutual Qualified Fund Mutual Discovery Fund Mutual European Fund Mutual Financial Services Fund - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Franklin New York Tax-Free Delaware Business Income Fund Trust Franklin New York Tax-Free Massachusetts Franklin New York Tax-Exempt Money Fund Trust Business Trust Franklin New York Intermediate-Term Tax-Free Income Fund Franklin New York Insured Tax-Free Income Fund Franklin Real Estate Delaware Business Franklin Real Estate Securities Fund Securities Trust Trust Franklin Strategic Mortgage Delaware Business Portfolio Trust Franklin Strategic Series Delaware Business Franklin California Growth Fund Trust Franklin Strategic Income Fund Franklin MidCap Growth Fund Franklin Global Utilities Fund Franklin Small Cap Growth Fund Franklin Global Health Care Fund Franklin Natural Resources Fund Franklin Blue Chip Fund Franklin Biotechnology Discovery Fund Franklin U.S. Long-Short Fund Franklin Large Cap Growth Fund Franklin Aggressive Growth Fund Franklin Tax-Exempt Money Fund California Corporation - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Franklin Tax-Free Trust Massachusetts Franklin Massachusetts Insured Tax-Free Business Trust Income Fund Franklin Michigan Insured Tax-Free Income Fund Franklin Minnesota Insured Tax-Free Income Fund Franklin Insured Tax-Free Income Fund Franklin Ohio Insured Tax-Free Income Fund Franklin Puerto Rico Tax-Free Income Fund Franklin Arizona Tax-Free Income Fund Franklin Colorado Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin Missouri Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Texas Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund Franklin Alabama Tax-Free Income Fund Franklin Florida Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund Franklin Kentucky Tax-Free Income Fund Franklin Federal Intermediate-Term Tax-Free Income Fund Franklin Arizona Insured Tax-Free Income Fund Franklin Florida Insured Tax-Free Income fund - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Franklin Templeton Fund Delaware Business Franklin Templeton Conservative Target Allocator Series Trust Fund Franklin Templeton Moderate Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Global Trust Delaware Business Franklin Templeton Global Currency Fund Trust Franklin Templeton Hard Currency Fund Franklin Templeton Delaware Business Templeton Pacific Growth Fund International Trust Trust Templeton Foreign Smaller Companies Fund Franklin Templeton Money Fund Delaware Business Franklin Templeton Money Fund Trust Trust Franklin Value Investors Trust Massachusetts Franklin Balance Sheet Investment Fund Business Trust Franklin MicroCap Value Fund Franklin Value Fund Franklin Templeton Variable Massachusetts Franklin Money Market Fund Insurance Products Trust Business Trust Franklin Growth and Income Fund Franklin Natural Resources Securities Fund Franklin Real Estate Fund Franklin Global Communications Securities Fund Franklin High Income Fund Templeton Global Income Securities Fund Franklin Income Securities Fund Franklin U.S. Government Fund Zero Coupon Fund - 2000 Zero Coupon Fund - 2005 Zero Coupon Fund - 2010 Franklin Rising Dividends Securities Fund - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- Franklin Templeton Variable Massachusetts Templeton Pacific Growth Fund Insurance Products Trust Business Trust Templeton International Equity Fund (cont.) Templeton Developing Markets Equity Fund Templeton Global Growth Fund Templeton Global Asset Allocation Fund Franklin Small Cap Fund Franklin Large Cap Growth Securities Fund Templeton International Smaller Companies Fund Mutual Discovery Securities Fund Mutual Shares Securities Fund Franklin Global Health Care Securities Fund Franklin Value Securities Fund Franklin Aggressive Growth Securities Fund - ----------------------------------------------------------------------------------------------- Institutional Fiduciary Trust Massachusetts Money Market Portfolio Business Trust Franklin U.S. Government Securities Money Market Portfolio Franklin Cash Reserves Fund The Money Market Portfolios Delaware Business The Money Market Portfolio Trust The U.S. Government Securities Money Market Portfolio Templeton Variable Products Franklin Growth Investments Fund Series Fund Mutual Shares Investments Fund Mutual Discovery Investments Fund Franklin Small Cap Investments Fund - ----------------------------------------------------------------------------------------------- INVESTMENT COMPANY ORGANIZATION SERIES---(IF APPLICABLE) - ----------------------------------------------------------------------------------------------- CLOSED END FUNDS: Franklin Multi-Income Trust Massachusetts Business Trust Franklin Universal Trust Massachusetts Business Trust Franklin Floating Rate Trust Delaware Business Trust - -----------------------------------------------------------------------------------------------
EX-99.(H)(III) 3 SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES This Subcontract for Fund Administrative Services ("Subcontract") is made as of October 1, 1996 between FRANKLIN ADVISERS, INC., a California corporation, hereinafter called the "Investment Manager," and FRANKLIN TEMPLETON SERVICES, INC. (the "Administrator"). In consideration of the mutual agreements herein made, the Administrator and the Investment Manager understand and agree as follows: I. Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager's obligations under each investment management and investment advisory agreement ("Agreement") between the Investment Manager and each Investment Company listed on Exhibit A, ("Investment Company") for itself or on behalf of each of its series listed on Exhibit A (each, a "Fund"). This Subcontract is subject to the terms of each Agreement, which is incorporated herein by reference. II. Subcontractual Provisions. (1) The Administrator agrees, during the life of this Agreement, to provide the following services to each Fund: (a) providing office space, telephone, office equipment and supplies for the Fund; (b) providing trading desk facilities for the Fund, unless these facilities are provided by the Fund's investment adviser; (c) authorizing expenditures and approving bills for payment on behalf of the Fund; (d) supervising preparation of periodic reports to shareholders, notices of dividends, capital gains distributions and tax credits; and attending to routine correspondence and other communications with individual shareholders when asked to do so by the Fund's shareholder servicing agent or other agents of the Fund; (e) coordinating the daily pricing of the Fund's investment portfolio, including collecting quotations from pricing services engaged by the Fund; providing fund accounting services, including preparing and supervising publication of daily net asset value quotations, periodic earnings reports and other financial data; and coordinating trade settlements; (f) monitoring relationships with organizations serving the Fund, including custodians, transfer agents, public accounting firms, law firms, printers and other third party service providers; (g) supervising compliance by the Fund with recordkeeping requirements under the federal securities laws, including the 1940 Act and the rules and regulations thereunder, and under other applicable state and federal laws; and maintaining books and records for the Fund (other than those maintained by the custodian and transfer agent); (h) preparing and filing of tax reports including the Fund's income tax returns, and monitoring the Fund's compliance with subchapter M of the Internal Revenue Code, as amended, and other applicable tax laws and regulations; (i) monitoring the Fund's compliance with: 1940 Act and other federal securities laws, and rules and regulations thereunder; state and foreign laws and regulations applicable to the operation of investment companies; the Fund's investment objectives, policies and restrictions; and the Code of Ethics and other policies adopted by the Investment Company's Board of Trustees or Directors ("Board") or by the Fund's investment adviser and applicable to the Fund; (j) providing executive, clerical and secretarial personnel needed to carry out the above responsibilities; (k) preparing and filing regulatory reports, including without limitation Forms N-1A and NSAR, proxy statements, information statements and U.S. and foreign ownership reports; and (l) providing support services incidental to carrying out these duties. Nothing in this Agreement shall obligate the Investment Company or any Fund to pay any compensation to the officers of the Investment Company. Nothing in this Agreement shall obligate the Administrator to pay for the services of third parties, including attorneys, auditors, printers, pricing services or others, engaged directly by the Fund to perform services on behalf of the Fund. (2) The Investment Manager agrees to pay to the Administrator as compensation for such services a monthly fee equal on an annual basis to 0.15% of the first $200 million of the average daily net assets of each Fund during the month preceding each payment, reduced as follows: on such net assets in excess of $200 million up to $700 million, a monthly fee equal on an annual basis to 0.135%; on such net assets in excess of $700 million up to $1.2 billion, a monthly fee equal on an annual basis to 0.1%; and on such net assets in excess of $1.2 billion, a monthly fee equal on an annual basis to 0.075%. From time to time, the Administrator may waive all or a portion of its fees provided for hereunder and such waiver shall be treated as a reduction in the purchase price of its services. The Administrator shall be contractually bound hereunder by the terms of any publicly announced waiver of its fee, or any limitation of each affected Fund's expenses, as if such waiver or limitation were fully set forth herein. (3) This Subcontract shall become effective on the date written above and shall continue in effect as to each Investment Company and each Fund so long as (1) the Agreement applicable to the Investment Company or Fund is in effect and (2) this Subcontract is not terminated. This Subcontract will terminate as to any Investment Company or Fund immediately upon the termination of the Agreement applicable to the Investment Company or Fund, and may in addition be terminated by either party at any time, without the payment of any penalty, on sixty (60) days' written notice to the other party. (4) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Administrator, or of reckless disregard of its duties and obligations hereunder, the Administrator shall not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Subcontract to be executed by their duly authorized officers. FRANKLIN ADVISERS, INC. By: /s/ Deborah R. Gatzek --------------------- Deborah R. Gatzek Title: Vice President & Assistant Secretary FRANKLIN TEMPLETON SERVICES, INC. By: /s/ Harmon E. Burns ------------------- Harmon E. Burns Title: Executive Vice President TERMINATION OF AGREEMENT Franklin Advisers, Inc. and Templeton Global Investors, Inc., hereby agree that the Subcontracts for Administrative Services between them dated: (1) August 28, 1996 for the Franklin Templeton Global Trust on behalf of all series of the Trust; (2) July 24, 1995 for the Franklin Templeton International Trust on behalf of its series Templeton Foreign Smaller Companies Fund (formerly known as Franklin International Equity Fund); (3) July 18, 1995 for the Franklin Templeton International Trust on behalf of its series Templeton Pacific Growth Fund; and (4) July 14, 1995 for the Franklin Investors Securities Trust on behalf of its series Franklin Global Government Income Fund are terminated effective as of the date of the Subcontract for Fund Administrative Services above. FRANKLIN ADVISERS, INC. By /s/ Harmon E. Burns ------------------- Harmon E. Burns Executive Vice President Templeton Global Investors, Inc. By /s/ Martin L. Flanagan ---------------------- Martin L. Flanagan President, CEO AMENDMENT TO SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES The Subcontract for Fund Administrative Services dated October 1, 1996 between FRANKLIN ADVISERS, INC. and FRANKLIN TEMPLETON SERVICES, INC. is hereby amended, to replace Exhibit A with the attached Exhibit A. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers. FRANKLIN ADVISERS, INC. By: /s/ Deborah R. Gatzek --------------------- Deborah R. Gatzek Vice President & Assistant Secretary FRANKLIN TEMPLETON SERVICES, INC. By: /s/ Harmon E. Burns ------------------- Harmon E. Burns Executive Vice President Date: December 1, 1998
SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES between Franklin Advisers, Inc. and Franklin Templeton Services, Inc. EXHIBIT A - --------------------------------------------------------------------------------------------------------- INVESTMENT COMPANY SERIES ---(if applicable) - --------------------------------------------------------------------------------------------------------- Franklin High Income Trust AGE High Income Fund Franklin Asset Allocation Fund Franklin California Tax-Free Income Fund, Inc. Franklin California Tax-Free Trust Franklin California Insured Tax-Free Income Fund Franklin California Tax-Exempt Money Fund Franklin California Intermediate-Term Tax-Free Income Fund Franklin Custodian Funds, Inc. Utilities Series Dynatech Series Income Series U.S. Government Securities Series Franklin Equity Fund Franklin Federal Tax- Free Income Fund Franklin Gold Fund Franklin Investors Securities Trust Franklin Global Government Income Fund Franklin Short-Intermediate U.S. Government Securities Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Municipal Securities Trust Franklin Hawaii Municipal Bond Fund Franklin California High Yield Municipal Fund Franklin Washington Municipal Bond Fund Franklin Tennessee Municipal Bond Fund Franklin Arkansas Municipal Bond Fund Franklin New York Tax-Free Income Fund* - --------------------------------------------------------------------------------------------------------- INVESTMENT COMPANY SERIES ---(if applicable) - --------------------------------------------------------------------------------------------------------- Franklin New York Tax-Free Trust Franklin New York Tax-Exempt Money Fund Franklin New York Insured Tax-Free Income Fund Franklin New York Intermediate-Term Tax-Free Income Fund** Franklin Real Estate Securities Franklin Real Estate Securities Fund Trust Franklin Strategic Mortgage Portfolio*** Franklin Strategic Series Franklin California Growth Fund Franklin Strategic Income Fund Franklin MidCap Growth Fund Franklin Global Utilities Fund Franklin Small Cap Growth Fund Franklin Global Health Care Fund Franklin Natural Resources Fund Franklin Blue Chip Fund Franklin Tax-Exempt Money Fund Franklin Tax-Free Trust Franklin Massachusetts Insured Tax-Free Income Fund Franklin Michigan Insured Tax-Free Income Fund Franklin Minnesota Insured Tax-Free Income Fund Franklin Insured Tax-Free Income Fund Franklin Ohio Insured Tax-Free Income Fund Franklin Puerto Rico Tax-Free Income Fund Franklin Arizona Tax-Free Income Fund Franklin Colorado Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin Missouri Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Texas Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund Franklin Alabama Tax-Free Income Fund Franklin Florida Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund* Franklin Indiana Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund Franklin Kentucky Tax-Free Income Fund Franklin Federal Intermediate-Term Tax-Free Income Fund Franklin Arizona Insured Tax-Free Income Fund Franklin Florida Insured Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund - --------------------------------------------------------------------------------------------------------- INVESTMENT COMPANY SERIES ---(if applicable) - --------------------------------------------------------------------------------------------------------- Franklin Templeton International Templeton Pacific Growth Fund Trust Templeton Foreign Smaller Companies Fund Franklin Templeton Global Trust Franklin Templeton Global Currency Fund Franklin Templeton Hard Currency Fund CLOSED END FUNDS: Franklin Multi-Income Trust Franklin Universal Trust - ---------------------------------------------------------------------------------------------------------
- -------- * Effective as of 10/1/98 ** Effective as of 3/19/98 *** Effective 2/26/98 EX-99.(J)(I) 4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 18 to the Registration Statement of Franklin California Tax-Free Trust on Form N-1A, File No. 2-99112 of our report dated August 3, 1999 on our audit of the financial statements and financial highlights of Franklin California Tax-Free Trust, which report is included in the Annual Report to Shareholders for the year ended June 30, 1999, filed with the Securities and Exchange Commission pursuant to section 30(d) of the Investment Company Act of 1940, which is incorporated by reference in the Registration Statement. We also consent to the reference to our firm under the captions "Financial Highlights" and "Auditor." /s/ PricewaterhouseCoopers LLP San Francisco, California January 26, 2000 EX-99.(M)(IV) 5 CLASS B DISTRIBUTION PLAN I. Investment Company: FRANKLIN CALIFORNIA TAX-FREE TRUST II. Fund: FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND - CLASS B III. Maximum Per Annum Rule 12b-1 Fees for Class B Shares (as a percentage of average daily net assets of the class) A. Distribution Fee: 0.50% B. Service Fee: 0.15% PREAMBLE TO CLASS B DISTRIBUTION PLAN The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by the Investment Company named above ("Investment Company") for the class B shares (the "Class") of the Fund named above ("Fund"), which Plan shall take effect as of the date Class B shares are first offered (the "Effective Date of the Plan"). The Plan has been approved by a majority of the Board of Trustees of the Investment Company (the "Board"), including a majority of the Board members who are not interested persons of the Investment Company and who have no direct, or indirect financial interest in the operation of the Plan (the "non-interested Board members"), cast in person at a meeting called for the purpose of voting on such Plan. In reviewing the Plan, the Board considered the schedule and nature of payments and terms of the Management Agreement between the Investment Company and Franklin Advisers, Inc. and the terms of the Underwriting Agreement between the Investment Company and Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded that the compensation of Advisers, under the Management Agreement, and of Distributors, under the Underwriting Agreement, was fair and not excessive. The approval of the Plan included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Board recognizes that Distributors has entered into an arrangement with a third party in order to finance the distribution activities of the Class pursuant to which Distributors may assign its rights to the fees payable hereunder to such third party. The Board further recognizes that it has an obligation to act in good faith and in the best interests of the Fund and its shareholders when considering the continuation or termination of the Plan and any payments to be made thereunder. DISTRIBUTION PLAN 1. (a) The Fund shall pay to Distributors a monthly fee not to exceed the above-stated maximum distribution fee per annum of the Class' average daily net assets represented by shares of the Class, as may be determined by the Board from time to time. (b) In addition to the amounts described in (a) above, the Fund shall pay (i) to Distributors for payment to dealers or others, or (ii) directly to others, an amount not to exceed the above-stated maximum service fee per annum of the Class' average daily net assets represented by shares of the Class, as may be determined by the Investment Company's Board from time to time, as a service fee pursuant to servicing agreements which have been approved from time to time by the Board, including the non-interested Board members. 2. (a) The monies paid to Distributors pursuant to Paragraph 1(a) above shall be treated as compensation for Distributors' distribution-related services including compensation for amounts advanced to securities dealers or their firms or others selling shares of the Class who have executed an agreement with the Investment Company, Distributors or its affiliates, which form of agreement has been approved from time to time by the Board, including the non-interested Board members, with respect to the sale of Class shares. In addition, such monies may be used to compensate Distributors for other expenses incurred to assist in the distribution and promotion of shares of the Class. Payments made to Distributors under the Plan may be used for, among other things, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, including a pro-rated portion of Distributors' overhead expenses attributable to the distribution of Class shares, as well as for additional distribution fees paid to securities dealers or their firms or others who have executed agreements with the Investment Company, Distributors or its affiliates, or for certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels. None of such payments are the legal obligation of Distributors or its designee. (b) The monies to be paid pursuant to paragraph 1(b) above shall be used to pay dealers or others for, among other things, furnishing personal services and maintaining shareholder accounts, which services include, among other things, assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from the Fund on behalf of customers; forwarding certain shareholder communications from the Fund to customers; receiving and answering correspondence; and aiding in maintaining the investment of their respective customers in the Class. Any amounts paid under this paragraph 2(b) shall be paid pursuant to a servicing or other agreement, which form of agreement has been approved from time to time by the Board. None of such payments are the legal obligation of Distributors or its designee. 3. In addition to the payments which the Fund is authorized to make pursuant to paragraphs 1 and 2 hereof, to the extent that the Fund, Advisers, Distributors or other parties on behalf of the Fund, Advisers or Distributors make payments that are deemed to be payments by the Fund for the financing of any activity primarily intended to result in the sale of Class shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to have been made pursuant to the Plan. In no event shall the aggregate asset-based sales charges which include payments specified in paragraphs 1 and 2, plus any other payments deemed to be made pursuant to the Plan under this paragraph, exceed the amount permitted to be paid pursuant to Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc. 4. Distributors shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies paid to it and to others under the Plan, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued. 5. (a) Distributors may assign, transfer or pledge ("Transfer") to one or more designees (each an "Assignee"), its rights to all or a designated portion of the fees to which it is entitled under paragraph 1 of this Plan from time to time (but not Distributors' duties and obligations pursuant hereto or pursuant to any distribution agreement in effect from time to time, if any, between Distributors and the Fund), free and clear of any offsets or claims the Fund may have against Distributors. Each such Assignee's ownership interest in a Transfer of a specific designated portion of the fees to which Distributors is entitled is hereafter referred to as an "Assignee's 12b-1 Portion." A Transfer pursuant to this Section 5(a) shall not reduce or extinguish any claims of the Fund against Distributors. (b) Distributors shall promptly notify the Fund in writing of each such Transfer by providing the Fund with the name and address of each such Assignee. (c) Distributors may direct the Fund to pay any Assignee's 12b-1 Portion directly to each Assignee. In such event, Distributors shall provide the Fund with a monthly calculation of the amount to which each Assignee is entitled (the "Monthly Calculation"). In such event, the Fund shall, upon receipt of such notice and Monthly Calculation from Distributors, make all payments required directly to the Assignee in accordance with the information provided in such notice and Monthly Calculation upon the same terms and conditions as if such payments were to be paid to Distributors. (d) Alternatively, in connection with a Transfer, Distributors may direct the Fund to pay all or a portion of the fees to which Distributors is entitled from time to time to a depository or collection agent designated by any Assignee, which depository or collection agent may be delegated the duty of dividing such fees between the Assignee's 12b-1 Portion and the balance (such balance, when distributed to Distributors by the depository or collection agent, the "Distributors' 12b-1 Portion"), in which case only Distributors' 12b-1 Portion may be subject to offsets or claims the Fund may have against Distributors. 6. The Plan shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by the Board, including the non-interested Board members, cast in person at a meeting called for the purpose of voting on the Plan. In determining whether there is a reasonable likelihood that the continuation of the Plan will benefit the Fund and its shareholders, the Board may, but is not obligated to, consider that Distributors has incurred substantial cost and has entered into an arrangement with a third party in order to finance the distribution activities for the Class. 7. This Plan and any agreements entered into pursuant to this Plan may be terminated with respect to the shares of the Class, without penalty, at any time by vote of a majority of the non-interested Board members of the Investment Company, or by vote of a majority of outstanding Shares of such Class. Upon termination of this Plan with respect to the Class, the obligation of the Fund to make payments pursuant to this Plan with respect to such Class shall terminate, and the Fund shall not be required to make payments hereunder beyond such termination date with respect to expenses incurred in connection with Class shares sold prior to such termination date, provided, in each case that each of the requirements of a Complete Termination of this Plan in respect of such Class, as defined below, are met. For purposes of this Section 7, a "Complete Termination" of this Plan in respect of the Class shall mean a termination of this Plan in respect of such Class, provided that: (i) the non-interested Board members of the Investment Company shall have acted in good faith and shall have determined that such termination is in the best interest of the Investment Company and the shareholders of the Fund and the Class; (ii) and the Investment Company does not alter the terms of the contingent deferred sales charges applicable to Class shares outstanding at the time of such termination; and (iii) unless Distributors at the time of such termination was in material breach under the distribution agreement in respect of the Fund, the Fund shall not, in respect of such Fund, pay to any person or entity, other than Distributors or its designee, either the payments described in paragraph 1(a) or 1(b) or in respect of the Class shares sold by Distributors prior to such termination. 8. The Plan, and any agreements entered into pursuant to this Plan, may not be amended to increase materially the amount to be spent for distribution pursuant to Paragraph 1 hereof without approval by a majority of the outstanding voting securities of the Class of the Fund. 9. All material amendments to the Plan, or any agreements entered into pursuant to this Plan, shall be approved by the non-interested Board members cast in person at a meeting called for the purpose of voting on any such amendment. 10. So long as the Plan is in effect, the selection and nomination of the Fund's non-interested Board members shall be committed to the discretion of such non-interested Board members. This Plan and the terms and provisions thereof are hereby accepted and agreed to by the Investment Company and Distributors as evidenced by their execution hereof. Date: _________________ FRANKLIN CALIFORNIA TAX-FREE TRUST By: _________________________ FRANKLIN/TEMPLETON DISTRIBUTORS, INC. By: _________________________ EX-99.(O)(I) 6 MULTIPLE CLASS PLAN ON BEHALF OF FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND This Multiple Class Plan (the "Plan") has been adopted by a majority of the Board of Trustees of FRANKLIN CALIFORNIA TAX-FREE TRUST (the "Investment Company") for its series, FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND (the "Fund"). The Board has determined that the Plan, including the expense allocation, is in the best interests of each class of the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund, and supersedes any Plan previously adopted for the Fund. 1. The Fund shall offer three classes of shares, to be known as Class A Shares, Class B Shares and Class C Shares. 2. Class A Shares shall carry a front-end sales charge ranging from 0% - - 4.25%, and Class C Shares shall carry a front-end sales charge of 1.00%. Class B Shares shall not be subject to any front-end sales charges. 3. Class A Shares shall not be subject to a contingent deferred sales charge ("CDSC"), except in the following limited circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the then-current net asset value or the original net asset value at the time of purchase applies to redemptions of those investments within the contingency period of 12 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund's prospectus. Class B Shares shall be subject to a CDSC with the following CDSC schedule: (a) Class B Shares redeemed within 2 years of their purchase shall be assessed a CDSC of 4% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (b) Class B Shares redeemed within the third and fourth years of their purchase shall be assessed a CDSC of 3% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (c) Class B Shares redeemed within 5 years of their purchase shall be assessed a CDSC of 2% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; and (d) Class B Shares redeemed within 6 years of their purchase shall be assessed a CDSC of 1% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances described in the Fund's prospectus. Class C Shares redeemed within 18 months of their purchase shall be assessed a CDSC of 1.00% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund's prospectus. 4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule 12b-1 Plan") associated with the Class A Shares may be used to reimburse Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses incurred in the promotion and distribution of the Class A Shares. Such expenses include, but are not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, including a prorated portion of the Distributor's overhead expenses attributable to the distribution of the Class A Shares, as well as any distribution or service fees paid to securities dealers or their firms or others who have executed a servicing agreement with the Investment Company for the Class A Shares, the Distributor or its affiliates. The Rule 12b-1 Plan associated with the Class B Shares has two components. The first component is an asset-based sales charge to be retained by Distributor to compensate Distributor for amounts advanced to securities dealers or their firms or others with respect to the sale of Class B Shares. In addition, such payments may be retained by the Distributor to be used in the promotion and distribution of Class B Shares in a manner similar to that described above for Class A Shares. The second component is a shareholder servicing fee to be paid to securities dealers or others who provide personal assistance to shareholders in servicing their accounts. The Rule 12b-1 Plan associated with the Class C Shares has two components. The first component is a shareholder servicing fee, to be paid to broker-dealers, banks, trust companies and others who provide personal assistance to shareholders in servicing their accounts. The second component is an asset-based sales charge to be retained by the Distributor during the first year after the sale of shares, and in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C Shares, in a manner similar to that described above for Class A Shares. The Rule 12b-1 Plans for the Class A, Class B and Class C Shares shall operate in accordance with Rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc. 5. The only difference in expenses as between Class A, Class B and Class C Shares shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses. 6. There shall be no conversion features associated with the Class A and Class C Shares. Each Class B Share, however, shall be converted automatically, and without any action or choice on the part of the holder of the Class B Shares, into Class A Shares on the conversion date specified, and in accordance with the terms and conditions approved by the Franklin California Tax-Free Trust's Board of Trustees and as described, in each fund's prospectus relating to the Class B Shares, as such prospectus may be amended from time to time; provided, however, that the Class B Shares shall be converted automatically into Class A Shares to the extent and on the terms permitted by the Investment Company Act of 1940 and the rules and regulations adopted thereunder. 7. Shares of Class A, Class B and Class C may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund's prospectus, as it may be amended from time to time, to the extent permitted by the Investment Company Act of 1940 and the rules and regulations adopted thereunder. 8. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class. 9. On an ongoing basis, the Board members, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts between the Board members interests of the various classes of shares. The Board members, including a majority of the independent Board members, shall take such action as is reasonably necessary to eliminate any such conflict that may develop. Franklin Advisers, Inc. and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise. 10. All material amendments to this Plan must be approved by a majority of the Board members, including a majority of the Board members who are not interested persons of the Investment Company. 11. I, Deborah R. Gatzek, Secretary of the Franklin Group of Funds, do hereby certify that this Multiple Class Plan was adopted by Franklin California Tax-Free Trust, on behalf of its series Franklin California Insured Tax-Free Income Fund, by a majority of the Trustees of the Trust on __________________. ______________________ Deborah R. Gatzek Secretary EX-99.(P)(I) 7 POWER OF ATTORNEY The undersigned officers and trustees of FRANKLIN CALIFORNIA TAX-FREE TRUST (the "Registrant") hereby appoint MARK H. PLAFKER, HARMON E. BURNS, DEBORAH R. GATZEK, KAREN L. SKIDMORE, LEIANN NUZUM, MURRAY L. SIMPSON, BARBARA J. GREEN AND DAVID P. GOSS (with full power to each of them to act alone) his attorney-in-fact and agent, in all capacities, to execute, deliver and file in the names of the undersigned, any and all instruments that said attorneys and agents may deem necessary or advisable to enable the Registrant to comply with or register any security issued by the Registrant under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations thereunder, including but not limited to, any registration statement, including any and all pre- and post-effective amendments thereto, any other document to be filed with the U.S. Securities and Exchange Commission and any and all documents required to be filed with respect thereto with any other regulatory authority. Each of the undersigned grants to each of said attorneys, full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he could do if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall be deemed to be a single document. The undersigned officers and trustees hereby execute this Power of Attorney as of the 20th day of January , 2000. /s/ Rupert H. Johnson, Jr. /s/ Frank H. Abbott, III Rupert H. Johnson, Jr., Frank H. Abbott, III, Principal Executive Officer and Trustee Trustee /s/ Harris J. Ahston /s/ Harmon E. Burns Harris J. Ashton, Harmon E. Burns, Trustee Trustee /s/ S. Joseph Fortunato /s/ Charles B. Johnson S. Joseph Fortunato, Charles B. Johnson, Trustee Trustee /s/ Frank W.T. LaHaye /s/ Gordon S. Macklin Frank W.T. LaHaye, Gordon S. Macklin, Trustee Trustee /s/ Martin L. Flanagan /s/ Kimberly H. Monasterio Martin L. Flanagan, Kimberley H. Monasterio, Principal Financial Officer Principal Accounting Officer EX-99.(P)(II) 8 CERTIFICATE OF SECRETARY I, David P. Goss, certify that I am Assistant Secretary of FRANKLIN CALIFORNIA TAX-FREE TRUST (the "Trust"). As Assistant Secretary of the Trust, I further certify that the following resolution was adopted by a majority of the Trustees of the Trust present at a meeting held at 777 Mariners Island Boulevard, San Mateo, California 94404, on January 20, 2000. RESOLVED, that a Power of Attorney, substantially in the form of the Power of Attorney presented to this Board, appointing Harmon E. Burns, Deborah R. Gatzek, Mark H. Plafker, Karen L. Skidmore, Leiann Nuzum, Murray L. Simpson, Barbara J. Green and David P. Goss as attorneys-in-fact for the purpose of filing documents with the Securities and Exchange Commission, be executed by each Trustee and designated officer. I declare under penalty of perjury that the matters set forth in this certificate are true and correct of my own knowledge. /S/ DAVID P. GOSS ------------------- Dated: JANUARY 27, 2000 David P. Goss Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----