[Federal Register Volume 59, Number 106 (Friday, June 3, 1994)] [Unknown Section] [Page 0] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 94-13516] [[Page Unknown]] [Federal Register: June 3, 1994] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Rel. No. 20321; 811-5827] Templeton Tax Free Trust; Notice of Application May 27, 1994. Agency: Securities and Exchange Commission (``SEC''). Action: Notice of Application for Exemption under the Investment Company Act of 1940 (``Act''). ----------------------------------------------------------------------- Applicant: Templeton Tax Free Trust. Relevant Act Section: Section 8(f). Summary of Application: Applicant seeks an order declaring that it has ceased to be an investment company. Filing Date: The application was filed on March 31, 1994, and amended on May 20, 1994. Hearing or Notification of Hearing: An order granting the application will be issued unless the SEC orders a hearing. Interested persons may request a hearing by writing to the SEC's Secretary and serving applicant with a copy of the request, personally or by mail. Hearing requests should be received by the SEC by 5:30 p.m. on June 22, 1994, and should be accompanied by proof of service on applicant, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request such notification by writing to the SEC's Secretary. Addresses: Secetary, SEC, 450 Fifth Street NW., Washington, DC 20549. Applicant, 700 Central Avenue, St. Petersburg, Florida 33701-3628. For Further Information Contact: Courtney S. Thornton, Senior Attorney, at (202) 942-0583, or C. David Messman, Branch Chief, at (202) 942-0564 (Division of Investment Management, Office of Investment Company Regulation). Supplementary Information: The following is a summary of the application. The complete application may be obtained for a fee from the SEC's Public Reference Branch. Applicant's Representations 1. Applicant, an open-end non-diversified management investment company, is organized as a business trust under the laws of the Commonwealth of Massachusetts. On July 19, 1989, applicant filed a notification of registration on Form N-8A under section 8(a) of the Act, and a registration statement on Form N-1A under section 8(b) of the Act and the Securities Act of 1933. The registration statement became effective on September 15, 1989, and the public offering of applicant's shares commenced on that date. 2. At a meeting held on February 27, 1993, applicant's board of trustees approved agreements and plans of reorganization providing for the transfer of all of the assets of applicant's two series to two other investment companies. These agreements provided for the transfer of all of the assets of (1) Templeton Insured Tax Free Fund (``Templeton Insured'') to Franklin Insured Tax-Free Income Fund (``Franklin Insured''), a series of Franklin Tax-Free Trust, in exchange for shares of Franklin Insured, and (2) Templeton Tax Free Money Fund (``Templeton Money'') to Franklin Tax-Exempt Money Fund (``Franklin Money'') in exchange for shares of Franklin Money. 3. The trustees determined that the proposed reorganizations were in the best interests of the shareholders of each series because they would permit shareholders to pursue their investment goals in larger funds, which would have enhanced ability to effect portfolio transactions on more favorable terms and should have greater investment flexibility. The trustees also decided that the reorganizations would enable shareholders to obtain the benefits of economies of scale. 4. Templeton Global Bond Managers (``Templeton Global''), a division of Templeton Investment Counsel, Inc. (``TICI''), is the investment adviser for Templeton Insured and Templeton Money. Franklin Advisers, Inc. is the investment adviser for Franklin Insured and Franklin Money. TICI and Franklin Advisers, Inc. are wholly owned subsidiaries of Franklin Resources, Inc. Accordingly, Templeton Insured and Franklin Insured, and Templeton Money and Franklin Money, may be deemed to be affiliated persons by reason of being under the control of investment advisers that are themselves under common control. Applicant therefore relied on the exemption provided by rule 17a-8 under the Act to effect the transaction.\1\ Consequently, the trustees determined, in accordance with rule 17a-8, that the purchase of the assets of the two series by Franklin Insured and Franklin Money was in the best interests of the shareholders of the series, and that such purchases would not result in any dilution to the interests of the existing shareholders of the series. --------------------------------------------------------------------------- \1\Rule 17a-8 provides relief from the affiliated transaction prohibition of section 17(a) of the Act for a merger of investment companies that may be affiliated persons of each other solely by reason of having a common investment adviser, common directors, and/ or common officers. The staff of the Division of Investment Management has stated that it would not recommend that the Commission take enforcement action under section 17(a) of the Act if investment companies that are affiliated persons solely by reason of having investment advisers that are under common control rely on rule 17a-8. See, e.g., Capitol Mutual Funds and Nations Fund Trust (pub. avail. Feb. 24, 1994). --------------------------------------------------------------------------- 5. A registration statement on Form N-14 was filed with the SEC on May 28, 1993, and the proxy statement/prospectus contained therein was furnished to applicant's shareholders on or about July 15, 1993. The holders of a majority of the outstanding voting shares of each of Templeton Insured and Templeton Money approved agreements and plans of reorganization with Franklin Insured and Franklin Money, respectively, at a special meeting of shareholders held on August 27, 1993. 6. On August 27, 1993, there were 18,793,312 shares with a net asset value of $1 per share of Templeton Money. On that date, Franklin Money acquired all of the assets of Templeton Money in exchange for shares of Franklin Money. The number of full and fractional shares that were exchanged for the assets of Templeton Money was determined by dividing the net asset value per share of Templeton Money as of that date by the net asset value per share of Franklin Money. The result was then multiplied by the number of outstanding shares of Templeton Money. Immediately following the acquisition, Templeton Money dissolved and distributed the shares of Franklin Money pro rata to its shareholders of record. 7. On August 27, 1993, there were 2,773,418 shares with a net asset value of $11.7566 per share of Templeton Insured, which had aggregate net assets of $32,605,919. On that date, Templeton Insured distributed to its shareholders $.085 per share of net investment income and $.03 per share of net realized capital gains. Shortly thereafter, Franklin Insured acquired all of the assets of Templeton Insured in exchange for shares of Franklin Insured. The number of full and fractional shares of Franklin Insured that were exchanged for the assets of Templeton Insured was determined by dividing the net asset value per share of Templeton Insured as of that date by the net asset value per share of Franklin Insured. The result was then multiplied by the number of outstanding shares of Templeton Insured. Immediately following the acquisition, Templeton Insured dissolved and distributed the shares of Franklin Insured pro rata to its shareholders of record. 8. The expenses attributable to the acquisition of Templeton Insured by Franklin Insured, including printing and mailing costs for proxy statements and related documents, amounted to $12,565.77. Templeton Global, Franklin Advisers, Inc., Templeton Insured, and Franklin Insured each paid one quarter of this amount. The expenses attributable to the acquisition of Templeton Money by Franklin Money, including printing and mailing costs for proxy statements and related documents, amounted to $16,860.82. Templeton Global, Franklin Advisers, Inc., Templeton Money, and Franklin Money each paid one quarter of this amount. 9. At the time of the application, applicant had no shareholders, assets, or liabilities, nor was it a party to any litigation or administrative proceedings. Applicant is not engaged in, nor does it propose to engage in, any business activities other than those necessary for the winding-up of its affairs. 10. Applicant intends to file a certificate of dissolution in accordance with the laws of the Commonwealth of Massachusetts. For the SEC, by the Division of Investment Management, under delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 94-13516 Filed 6-2-94; 8:45 am] BILLING CODE 8010-01-M