FRANKLIN CALIFORNIA TAX-FREE INCOME FUND
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Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
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Re: Distribution Agreement
Gentlemen:
We, FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, (the
"Fund") are a Delaware statutory trust operating as an open-end
management investment company or "mutual fund", which is
registered under the Investment Company Act of 1940, as amended
(the "1940 Act") and whose shares are registered under the
Securities Act of 1933, as amended (the "1933 Act"). We desire
to issue one or more series or classes of our authorized but
unissued shares of capital stock or beneficial interest (the
"Shares") to authorized persons in accordance with applicable
Federal and State securities laws. The Fund's Shares may be made
available in one or more separate series, each of which may have
one or more classes.
You have informed us that your company is registered as
a broker-dealer under the provisions of the Securities Exchange
Act of 1934, as amended and that your company is a member of the
National Association of Securities Dealers, Inc. You have
indicated your desire to act as the exclusive selling agent and
distributor for the Shares. We have been authorized to execute
and deliver this Distribution Agreement ("Agreement") to you by a
resolution of our Board of Trustees ("Board") passed at a meeting
at which a majority of Board members, including a majority who
are not otherwise interested persons of the Fund and who are not
interested persons of our investment adviser, its related
organizations or with you or your related organizations, were
present and voted in favor of the said resolution approving this
Agreement.
1. APPOINTMENT OF UNDERWRITER. Upon the execution of this
Agreement and in consideration of the agreements on your part
herein expressed and upon the terms and conditions set forth
herein, we hereby appoint you as the exclusive sales agent for
our Shares and agree that we will deliver such Shares as you may
sell. You agree to use your best efforts to promote the sale of
Shares, but are not obligated to sell any specific number of
Shares.
However, the Fund and each series retain the right to
make direct sales of its Shares without sales charges consistent
with the terms of the then current prospectus and statement of
additional information and applicable law, and to engage in other
legally authorized transactions in its Shares which do not
involve the sale of Shares to the general public. Such other
transactions may include, without limitation, transactions
between the Fund or any series or class and its shareholders
only, transactions involving the reorganization of the Fund or
any series, and transactions involving the merger or combination
of the Fund or any series with another corporation or trust.
2. INDEPENDENT CONTRACTOR. You will undertake and
discharge your obligations hereunder as an independent contractor
and shall have no authority or power to obligate or bind us by
your actions, conduct or contracts except that you are authorized
to promote the sale of Shares. You may appoint sub-agents or
distribute through dealers or otherwise as you may determine from
time to time, but this Agreement shall not be construed as
authorizing any dealer or other person to accept orders for sale
or repurchase on our behalf or otherwise act as our agent for any
purpose.
3. OFFERING PRICE. Shares shall be offered for sale at a
price equivalent to the net asset value per share of that series
and class plus any applicable percentage of the public offering
price as sales commission or as otherwise set forth in our then
current prospectus. On each business day on which the New York
Stock Exchange is open for business, we will furnish you with the
net asset value of the Shares of each available series and class
which shall be determined in accordance with our then effective
prospectus. All Shares will be sold in the manner set forth in
our then effective prospectus and statement of additional
information, and in compliance with applicable law.
4. COMPENSATION.
A. SALES COMMISSION. You shall be entitled to charge
a sales commission on the sale or redemption, as appropriate, of
each series and class of each Fund's Shares in the amount of any
initial, deferred or contingent deferred sales charge as set
forth in our then effective prospectus. You may allow any
sub-agents or dealers such commissions or discounts from and not
exceeding the total sales commission as you shall deem advisable,
so long as any such commissions or discounts are set forth in our
current prospectus to the extent required by the applicable
Federal and State securities laws. You may also make payments to
sub-agents or dealers from your own resources, subject to the
following conditions: (a) any such payments shall not create any
obligation for or recourse against the Fund or any series or
class, and (b) the terms and conditions of any such payments are
consistent with our prospectus and applicable federal and state
securities laws and are disclosed in our prospectus or statement
of additional information to the extent such laws may require.
B. DISTRIBUTION PLANS. You shall also be entitled to
compensation for your services as provided in any Distribution
Plan adopted as to any series and class of any Fund's Shares
pursuant to Rule 12b-1 under the 1940 Act.
The compensation provided in the Class B Distribution
Plan applicable to Class B Shares (the "Class B Plan") is divided
into a distribution fee and a service fee, each of which fees is
in compensation for different services to be rendered to the
Fund. Subject to the termination provisions in the Class B Plan,
the distribution fee with respect to the sale of a Class B Share
shall be earned when such Class B Share is sold and shall be
payable from time to time as provided in the Class B Plan. The
distribution fee payable to you as provided in the Class B Plan
shall be payable without offset, defense or counterclaim (it
being understood by the parties hereto that nothing in this
sentence shall be deemed a waiver by the Fund of any claim the
Fund may have against you). You may direct the Fund to cause our
custodian to pay such distribution fee to Lightning Finance
Company Limited ("LFL") or other persons providing funds to you
to cover expenses referred to in Section 2(a) of the Class B Plan
and to cause our custodian to pay the service fee to you to cover
expenses referred to in Section 2(b) of the Class B Plan.
We understand that you intend to assign your right to
receive certain distribution fees with respect to Class B Shares
to LFL in exchange for funds that you will use to cover expenses
referred to in Section 2(a) of the Class B Plan. In recognition
that we will benefit from your arrangement with LFL, we agree
that, in addition to the provisions of Section 7(iii) of the
Class B Plan, we will not pay to any person or entity, other than
LFL, any such assigned distribution fees related to Class B
Shares sold by you prior to the termination of either the
Agreement or the Class B Plan. We agree that the preceding
sentence shall survive termination of the Agreement.
The compensation provided in the Class C Distribution
Plan applicable to Class C Shares (the "Class C Plan") is divided
into a distribution fee and a service fee, each of which fees is
in compensation for different services to be rendered to the
Fund. Subject to the termination provisions in the Class C Plan,
the distribution fee with respect to the sale of a Class C Share
shall be earned when such Class C Share is sold and shall be
payable from time to time as provided in the Class C Plan shall
be payable without offset, defense or counterclaim (it being
understood by the parties hereto that nothing in this sentence
shall be deemed a waiver by the Fund of any claim the Fund may
have against you). You may direct the Fund to cause our
custodian to pay such distribution fee to Lightning Finance
Company Limited ("LFL") or other persons providing funds to you
to cover expenses referred to in Section 2(a) of the Class C Plan
and to cause our custodian to pay the service fee to you to cover
expenses referred to in Section 2(b) of the Class C Plan.
We understand that you intend to assign your right to
receive certain distribution fees with respect to Class C Shares
to LFL in exchange for funds that you will use to cover expenses
referred to in Section 2(a) of the Class C Plan. In recognition
that we will benefit from your arrangement with LFL, we agree
that, in addition to the provisions of Section 7(iii) of the
Class C Plan, we will not pay to any person or entity, other than
LFL, any such assigned distribution fees related to Class C
Shares sold by you prior to the termination of either the
Agreement or the Class C Plan. We agree that the preceding
sentence shall survive termination of the Agreement.
C. With respect to the sales commission on the
redemption of Shares of each series and class of Fund as provided
in Subsection 4.A. above, we will cause our shareholder services
agent (the "Transfer Agent") to withhold from redemption proceeds
payable to holders of the Shares all contingent deferred sales
charges properly payable by such holders in accordance with the
terms of our then current prospectuses and statements of
additional information (each such sales charge, a "CDSC"). Upon
receipt of an order for redemption, the Transfer Agent shall
direct our custodian to transfer such redemption proceeds to a
general trust account. We shall then cause the Transfer Agent to
pay over to you or your assigns from the general trust account
such CDSCs properly payable by such holders as promptly as
possible after the settlement date for each such redemption of
Shares. CDSCs shall be payable without offset, defense or
counterclaim (it being understood that nothing in this sentence
shall be deemed a waiver by us of any claim we may have against
you.) You may direct that the CDSCs payable to you be paid to
any other person.
5. TERMS AND CONDITIONS OF SALES. Shares shall be offered
for sale only in those jurisdictions where they have been
properly registered or are exempt from registration, and only to
those groups of people which the Board may from time to time
determine to be eligible to purchase such shares.
6. ORDERS AND PAYMENT FOR SHARES. Orders for Shares shall
be directed to the Fund's shareholder services agent, for
acceptance on behalf of the Fund. At or prior to the time of
delivery of any of our Shares you will pay or cause to be paid to
the custodian of the Fund's assets, for our account, an amount in
cash equal to the net asset value of such Shares. Sales of
Shares shall be deemed to be made when and where accepted by the
Fund's shareholder services agent. The Fund's custodian and
shareholder services agent shall be identified in its prospectus.
7. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase
our Shares for your own account for purposes of resale to the
public, but you may purchase Shares for your own investment
account upon your written assurance that the purchase is for
investment purposes and that the Shares will not be resold except
through redemption by us.
8. SALE OF SHARES TO AFFILIATES. You may sell our Shares
at net asset value to certain of your and our affiliated persons
pursuant to the applicable provisions of the federal securities
statutes and rules or regulations thereunder (the "Rules and
Regulations"), including Rule 22d-1 under the 1940 Act, as
amended from time to time.
9. ALLOCATION OF EXPENSES. We will pay the expenses:
(a) Of the preparation of the audited and certified
financial statements of our company to be included
in any Post-Effective Amendments ("Amendments") to
our Registration Statement under the 1933 Act or
1940 Act, including the prospectus and statement
of additional information included therein;
(b) Of the preparation, including legal fees, and
printing of all Amendments or supplements filed
with the Securities and Exchange Commission,
including the copies of the prospectuses included
in the Amendments and the first 10 copies of the
definitive prospectuses or supplements thereto,
other than those necessitated by your (including
your "Parent's") activities or Rules and
Regulations related to your activities where such
Amendments or supplements result in expenses which
we would not otherwise have incurred;
(c) Of the preparation, printing and distribution of
any reports or communications which we send to our
existing shareholders; and
(d) Of filing and other fees to Federal and State
securities regulatory authorities necessary to
continue offering our Shares.
You will pay the expenses:
(a) Of printing the copies of the prospectuses and any
supplements thereto and statements of additional
information which are necessary to continue to
offer our Shares;
(b) Of the preparation, excluding legal fees, and
printing of all Amendments and supplements to our
prospectuses and statements of additional
information if the Amendment or supplement arises
from your (including your "Parent's") activities
or Rules and Regulations related to your
activities and those expenses would not otherwise
have been incurred by us;
(c) Of printing additional copies, for use by you as
sales literature, of reports or other
communications which we have prepared for
distribution to our existing shareholders; and
(d) Incurred by you in advertising, promoting and
selling our Shares.
10. FURNISHING OF INFORMATION. We will furnish to you such
information with respect to each series and class of Shares, in
such form and signed by such of our officers as you may
reasonably request, and we warrant that the statements therein
contained, when so signed, will be true and correct. We will
also furnish you with such information and will take such action
as you may reasonably request in order to qualify our Shares for
sale to the public under the Blue Sky Laws of jurisdictions in
which you may wish to offer them. We will furnish you with
annual audited financial statements of our books and accounts
certified by independent public accountants, with semi-annual
financial statements prepared by us, with registration statements
and, from time to time, with such additional information
regarding our financial condition as you may reasonably request.
11. CONDUCT OF BUSINESS. Other than our currently
effective prospectus, you will not issue any sales material or
statements except literature or advertising which conforms to the
requirements of Federal and State securities laws and regulations
and which have been filed, where necessary, with the appropriate
regulatory authorities. You will furnish us with copies of all
such materials prior to their use and no such material shall be
published if we shall reasonably and promptly object.
You shall comply with the applicable Federal and State
laws and regulations where our Shares are offered for sale and
conduct your affairs with us and with dealers, brokers or
investors in accordance with the Conduct Rules of the National
Association of Securities Dealers, Inc.
12. REDEMPTION OR REPURCHASE WITHIN SEVEN DAYS. If Shares
are tendered to us for redemption or repurchase by us within
seven business days after your acceptance of the original
purchase order for such Shares, you will immediately refund to us
the full sales commission (net of allowances to dealers or
brokers) allowed to you on the original sale, and will promptly,
upon receipt thereof, pay to us any refunds from dealers or
brokers of the balance of sales commissions reallowed by you. We
shall notify you of such tender for redemption within 10 days of
the day on which notice of such tender for redemption is received
by us.
13. OTHER ACTIVITIES. Your services pursuant to this
Agreement shall not be deemed to be exclusive, and you may render
similar services and act as an underwriter, distributor or dealer
for other investment companies in the offering of their shares.
14. TERM OF AGREEMENT. This Agreement shall become
effective on the date of its execution, and shall remain in
effect for a period of two (2) years. The Agreement is renewable
annually thereafter, with respect to the Fund or, if the Fund has
more than one series, with respect to each series, for successive
periods not to exceed one year (i) by a vote of (a) a majority of
the outstanding voting securities of the Fund or, if the Fund has
more than one series, of each series, or (b) by a vote of the
Board, AND (ii) by a vote of a majority of the members of the
Board who are not parties to the Agreement or interested persons
of any parties to the Agreement (other than as members of the
Board), cast in person at a meeting called for the purpose of
voting on the Agreement.
This Agreement may at any time be terminated by the
Fund or by any series without the payment of any penalty, (i)
either by vote of the Board or by vote of a majority of the
outstanding voting securities of the Fund or any series on 90
days' written notice to you; or (ii) by you on 90 days' written
notice to the Fund; and shall immediately terminate with respect
to the Fund and each series in the event of its assignment.
15. SUSPENSION OF SALES. We reserve the right at all times
to suspend or limit the public offering of Shares upon two days'
written notice to you.
16. MISCELLANEOUS. This Agreement shall be subject to the
laws of the State of California and shall be interpreted and
construed to further promote the operation of the Fund as an
open-end investment company but shall not supersede or revise any
Distribution Plan between the parties adopted pursuant to Rule
12b-1 under the 1940 Act. As used herein, the terms "net asset
value," "offering price," "investment company," "open-end
investment company," "assignment," "principal underwriter,"
"interested person," "Parent," "affiliated person," and "majority
of the outstanding voting securities" shall have the meanings set
forth in the 1933 Act or the 1940 Act and the Rules and
Regulations thereunder and the term "assignment" shall have the
meaning as set forth in the 1940 Act and the Rules and
Regulations thereunder.
Nothing herein shall be deemed to protect you against
any liability to us or to our securities holders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
If the foregoing meets with your approval, please
acknowledge your acceptance by signing each of the enclosed
copies, whereupon this will become a binding agreement as of the
date set forth below.
Very truly yours,
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND
By: ________________________
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Vice President & Secretary
Accepted:
FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: _________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
