Edgar Filing: FRANKLIN FLOATING RATE TRUST

U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM N-23C-3

Notification of Repurchase Offer
PURSUANT TO RULE 23C-3 (17 CFR 270.23C-3)

1. Investment Company Act File Number Date of Notification

811-08271 September 1, 2004
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2. Exact name of investment company as specified in registration statement:

FRANKLIN FLOATING RATE TRUST
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3. Address of principal executive office: (number, street, city, state, zip
code)

One Franklin Parkway, San Mateo, CA 94403-1906
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4. Check one of the following:

A. [X] The notification pertains to a periodic repurchase offer under
paragraph (b) of rule 23c-3.

B. [ ] The notification pertains to a discretionary repurchase offer
under paragraph (c) of rule 23c-3.

C. [ ] The notification pertains to a periodic repurchase offer
under paragraph (b) of rule 23c-3 and a discretionary repurchase
offer under paragraph (c) of rule 23c-3.

By /s/ Rupert H. Johnson, Jr.
---------------------------
Rupert H. Johnson, Jr.
(Name)

President
--------------------------
(Title)

[Insert Franklin Templeton Investments Logo]

FRANKLIN TEMPLETON
INVESTMENTS
Franklin Templeton
Investor Services, LLC
3344 Quality Drive
Rancho Cordova, CA 95670-6608

tel 1-800/632-2301
Franklintempleton.com

September 1, 2004

Dear Franklin Floating Rate Trust Shareholder:

This notice is to inform you of the Fund's next regular quarterly repurchase
offer to repurchase for cash up to 25% of its outstanding shares. The purpose
of this repurchase offer (or "tender offer") is to provide the Fund's
shareholders with a way to sell their shares at the net asset value (NAV).
Fund shares can normally be repurchased by the Fund only during one of the
Fund's regular quarterly repurchase offers. The NAV of the Fund on August 20,
2004, was $8.96 per share.

The repurchase offer, described in the enclosed Repurchase Offer/Request
Form, begins on September 1, 2004 and ends at 1:00 p.m., Pacific Time, on
October 1, 2004 (the "Repurchase Request Deadline"). We must RECEIVE an
online or telephone redemption request (if eligible), the properly completed
Franklin Floating Rate Trust Repurchase Offer/Request Form (enclosed), or a
Notice of Guaranteed Delivery by the Repurchase Request Deadline if you want
to sell shares of Franklin Floating Rate Trust this quarter. All requests for
repurchase of shares during this period will be processed after that time.

You can sell your shares to the Fund at their NAV during this repurchase
period, subject to the terms of the repurchase offer, if you do one of the
following by the Repurchase Request Deadline:

1. Ask your financial advisor to make the repurchase request for you,
through their affiliated securities firm.
2. Make an online or telephone redemption request, if eligible. Generally
requests to tender Common Shares with a value of $100,000 or less can be
made online or over the phone provided you do not hold share certificates
and you have not changed your address online or by phone within the last
15 days.
3. Complete the enclosed Repurchase Offer/Request Form and return it (with
properly endorsed related share certificates you have, if any) to arrive
at the Fund's transfer agent, Franklin Templeton Investor Services, LLC,
by the deadline.*
4. Complete and submit a Notice of Guaranteed Delivery by the deadline and
send follow-up documents, as described in the Repurchase Offer/Request
Form.*

If you have no need or desire to sell Fund shares, simply disregard this
notice. Rest assured that we will contact you again next quarter to remind
you of your share sale privileges.

If you have any questions, please refer to the enclosed Repurchase
Offer/Request Form, contact your financial advisor, or call Franklin
Templeton Shareholder Services at 1-800/632-2301.

Sincerely,

Franklin Templeton Investor Services, LLC

*If you have an FTB&T employer sponsored retirement plan account and wish to
take a distribution by selling shares, YOU MUST COMPLETE A DISTRIBUTION
REQUEST FORM AND SEND IT WITH THE COMPLETED REPURCHASE OFFER/REQUEST FORM.
The distribution request form must contain all necessary signatures and must
be received in advance of the Repurchase Request Deadline. Please contact
Retirement Services at 1-800/527-2020 for a distribution request form and
further instructions. IF YOU NEED TO TAKE A MINIMUM DISTRIBUTION BY DECEMBER
31, 2004, FROM THIS INVESTMENT ACCOUNT, THIS WILL BE YOUR LAST OPPORTUNITY TO
DO SO IN 2004.

S096 020 LSHTO 09/04

FRANKLIN FLOATING RATE TRUST
REPURCHASE OFFER/REQUEST FORM

[Insert Franklin Templeton Logo]
FRANKLIN TEMPLETON
INVESTMENTS

Franklin o Templeton o Mutual Series

IF YOU CHOOSE TO SELL YOUR SHARES AT THIS TIME:

o You may be eligible for Telephone Redemptions if your request to tender is
for a value of $100,000 or less. Please contact your investment
representative, or call us at 1-800/632-2301 for more information.

o You may complete this form and return it to us.

RETURN TO: Attn: Floating Rate Trust Dept.
Franklin/Templeton Investor Services, LLC
PO Box 997152
Sacramento, CA 95899-7152

OVERNIGHT DELIVERY/CERTIFIED OR REGISTERED MAIL:
Franklin/Templeton Investor Services, LLC
3344 Quality Dr.
Rancho Cordova, CA 95670-6608
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TO: FRANKLIN FLOATING RATE TRUST

Please repurchase the shares designated below at a price equal to their net
asset value per share on the Repurchase Pricing Date (as defined on page 6). By
asking the Fund to repurchase shares, I (we) accept the Fund's repurchase offer
as provided in this form, the accompanying cover letter and the Fund's
prospectus.

NAMES OF REGISTERED SHAREHOLDER(S): (Please print EXACTLY as registered.)

------------------------------------ ----------------------------------------

------------------------------------ ----------------------------------------
ACCOUNT NUMBER

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DAYTIME TELEPHONE FAX OR E-MAIL

SHARES TENDERED: (Please check and complete one)

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PARTIAL TENDER [ ] Please repurchase -------------------------- shares from my (our) account.
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FULL TENDER [ ] Please repurchase all shares from my (our) account.
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DOLLAR AMOUNT [ ] Please repurchase enough shares from my (our) account to net $------------------- ,
after early withdrawal charges, if any.
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EXCHANGE [ ] Please exchange enough shares from my (our) account for shares to net $-------------
and purchase shares of the -------------------------------- Fund.

AND/OR

Please exchange -------- shares from my (our)account for shares of the --------------
--------- Fund.

[By checking the Exchange option, I (we) certify receipt of a current prospectus for
such fund(s).]
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A SHAREHOLDER WHO HOLDS SHARES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE MUST INSTRUCT SUCH BROKER OR OTHER NOMINEE TO EFFECT
THE REPURCHASE ON HIS OR HER BEHALF AND SHOULD NOT SUBMIT THIS FORM TO
FRANKLIN/TEMPLETON INVESTOR SERVICES, LLC ("INVESTOR SERVICES"). An advisor or
other nominee may charge a fee for processing the transaction on the tendering
shareholder's behalf.

SHARE CERTIFICATES (IF ANY). IF YOU ARE TENDERING SHARES REPRESENTED BY
CERTIFICATES, YOU MUST INCLUDE THE CERTIFICATES WITH THIS FORM and list them
below. Any shares represented by certificates that are not delivered with this
form will be excluded from the shares repurchased.

Certificate Number(s)/Issue Date Number of Shares Represented Number of Shares Tendered*
by Share Certificate(s)

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* PARTIAL TENDERS. If you desire to tender fewer than all shares evidenced by a
share certificate listed above, please indicate in this column the number of
shares you wish to tender. A new share certificate for the untendered shares
will be sent, without expense to the person(s) signing this form as soon as
practicable after the deadline to submit this form. All shares represented by
share certificate(s) delivered to Investor Services will be deemed to have been
tendered unless otherwise indicated.

[ ] Check here if you would like to credit to your book entry account any
certificated shares accompanying this form which either are not tendered or
are not accepted for repurchase.

If the share certificates are registered in the name of a person other than the
undersigned, or if payment is to be made to, or share certificates for
unpurchased shares are to be issued or returned to, a person other than the
registered shareholder, then the tendered certificates must be endorsed or
accompanied by appropriate stock powers, signed exactly as the name or names of
the registered holder or holders appear on the share certificates, with the
signatures on the share certificates or stock powers guaranteed by an Eligible
Institution. For information, contact your investment representative or call
Shareholder Services at 1-800/632-2301.

IF YOUR SHARE CERTIFICATE(S) HAS BEEN LOST OR DESTROYED, please contact
Shareholder Services at 1-800/632-2301 as soon as possible. The time it takes to
replace your share certificate(s) or credit your book entry account for the
missing shares may make it impossible to meet the deadline to have your shares
repurchased in this current repurchase offer.

SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

The check will be issued in the name of the registered shareholder(s) and mailed
to the address of record unless Special Payment and Delivery Instructions are
given. The undersigned recognizes that the Fund has no obligation pursuant to
the Special Payment and Delivery Instructions to transfer any shares from the
name of the registered holder thereof if the Fund does not accept for payment
any of the shares tendered hereby.

If special payment or delivery is required, please provide instructions here and
signature guarantee below:
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Issue [ ] check to: Name:
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[ ] share certificate Address:
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Mail [ ] check to: Name:
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[ ] share certificate Address:
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Electronic Funds Transfer [ ] My bank information is already on file at
Franklin Templeton
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EARLY WITHDRAWAL CHARGE WAIVER:

[ ] Check this box if your shares were purchased subject to a waiver of the
early withdrawal charge, for example, shares purchased through dividend or
capital gains distributions from any Franklin Templeton Fund (Class A,
Advisor Class or Class Z only); shares purchased by officers, trustees,
directors and full-time employees of Franklin Templeton Investments and
their family members; or shares purchased with annuity payments received
under an annuity option or from death benefit proceeds, under certain
circumstances. Refer to details in a current Fund prospectus.

State the basis for such waiver of the early withdrawal charge:-----------------

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NOTICE OF GUARANTEED DELIVERY

If your share certificates are not immediately available or time will not permit
all required documents to reach investor services by the repurchase request
deadline, you can still tender your shares for repurchase if you:

o Obtain a Notice of Guaranteed Delivery form from an investment
representative or from Shareholder Services by calling 1-800/632-2301;

o Complete the notice and have it executed by, and sent to Investor Services
through, an Eligible Institution (described on page 4);

o Ensure Investor Services receives by the Repurchase Request Deadline, the
properly completed and executed Notice of Guaranteed Delivery; and

o Ensure the share certificates, if any, for all tendered shares for
transfer, together with a properly completed and duly executed Repurchase
Offer/Request Form, are received in proper form by Investor Services within
five New York Stock Exchange trading days after the date Investor Services
receives the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery is not intended for shareholders whose share
certificates have been lost or destroyed.

ELIGIBLE INSTITUTIONS FOR NOTICE OF GUARANTEED DELIVERY AND SIGNATURE GUARANTEES
INCLUDE a brokerage firm or financial institution that is a member of a
securities approved medallion program, such as Securities Transfer Agents
Medallion Program, Stock Exchanges Medallion Program or New York Stock Exchange,
Inc. Medallion Signature Program.

[ ] Check here if shares are being delivered pursuant to a notice of
guaranteed delivery previously sent to investor services by an eligible
institution and complete the following:

Name(s) of Registered Holder(s):-------------------------------------------

Date of Execution of Notice of Guaranteed Delivery:------------------------

Name of Eligible Institution which Guaranteed Delivery:--------------------

PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:

o Your signature(s) below MUST CORRESPOND EXACTLY with the name(s) in
which the shares are registered.

o If the shares are held of record by two or more joint account holders, ALL
MUST SIGN.

o If the signer of the document is a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, authorized official
of the custodian of an IRA account or others acting in a fiduciary or
representative capacity, they must so indicate when signing, and submit
proper evidence satisfactory to the Fund of their authority to so act.

o If the shares are held in an individual or employer-sponsored retirement
plan, plan distribution requirements may not be met due to the Fund's
restrictions on tender offers, potentially resulting in additional taxes
and penalties for which the undersigned assumes full responsibility.

IN THE FOLLOWING CASES, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (As defined above):

o the proceeds for the tendered shares will amount to $100,000 or more,

o the Repurchase Offer/Request Form is signed by an agent rather than the
registered holder of the shares tendered with the form,

o the proceeds for tendered shares are to be sent to a payee other than the
registered owner of such shares,

o the proceeds for the tendered shares are not being sent to the address of
record, preauthorized bank account, or preauthorized brokerage firm
account, or

o the Fund believes a signature guarantee would protect the Fund against
potential claims based on the instructions received.

SIGNATURE(S) OF SHAREHOLDER(S): (Sign EXACTLY as registered.)

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Date

X-----------------------------------------------------------------------------
Signature Print Name Capacity (if applicable)

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Tax Identification Number or Social Security number

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Signature Guaranteed by

IF YOU HAVE ANY QUESTIONS REGARDING THIS FORM, PLEASE CALL 1-800/632-2301.

ADDITIONAL TERMS AND CONDITIONS OF REPURCHASE OFFER AND TENDER OF SHARES

This repurchase offer (the "Offer") of Franklin Floating Rate Trust (the "Fund")
and acceptance of the Offer by tender of shares of the Fund are made upon the
terms and conditions stated in this Repurchase Offer/Request Form and the Fund's
prospectus and statement of additional information ("SAI").

1. THE OFFER. The Fund is offering to repurchase for cash up to the percentage
set forth in the accompanying cover letter of its issued and outstanding shares
of beneficial interest ("Shares") on the Repurchase Request Deadline (defined
below) at a price equal to the net asset value ("NAV") as of the close of the
New York Stock Exchange ("NYSE") on the Repurchase Pricing Date (defined below)
less any applicable early withdrawal charge (described below). The Offer is not
conditioned upon the tender for repurchase of any minimum number of Shares.

2. REPURCHASE REQUEST DEADLINE. The Offer will expire on the date set forth in
the accompanying cover letter to shareholders which is the Repurchase Request
Deadline. All requests for repurchase of Shares or Notice of Guaranteed Delivery
forms MUST be received in proper form by the Fund on or before the Repurchase
Request Deadline.

3. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined no
later than 14 days after the Repurchase Request Deadline, or the next business
day if the fourteenth day is not a business day. The Fund intends, HOWEVER, to
determine the NAV for the repurchases immediately after the Repurchase Request
Deadline, or as soon as possible thereafter, if doing so is not likely to result
in significant dilution of either Shares that are tendered for repurchase or
Shares that are not tendered.

4. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased pursuant
to this Offer will be made not later than 7 days after the Repurchase Pricing
Date.

5. NO REPURCHASE FEE; EARLY WITHDRAWAL CHARGE. The Fund will not impose a
repurchase fee for repurchases related to the Offer. An early withdrawal charge
of 1% may be imposed on those Shares accepted for repurchase that have been held
for less than 12 months, unless a waiver of such charge applies and the
shareholder indicates the basis for the waiver on this form. Please check your
share holdings and the Fund's prospectus.

6. NET ASSET VALUE. The Shareholders must decide whether to tender their Shares
prior to the Repurchase Request Deadline, but the NAV at which the Fund will
repurchase Shares will not be calculated until the Repurchase Pricing Date. The
NAV of the Shares may fluctuate between the date of the shareholder's repurchase
request or the Repurchase Request Deadline and the Repurchase Pricing Date.
There can be no assurance that the NAV of the Shares on the Repurchase Pricing
Date will be as high as the NAV of the Shares on the date of the shareholder's
repurchase request or the Repurchase Request Deadline. Please call Shareholder
Services at 1-800/632-2301 for current NAV information.

7. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASE. If
shareholders tender for repurchase more Shares than the Fund is offering to
repurchase (the "Offer Amount"), the Fund may (but is not obligated to) increase
the amount repurchased by up to 2% of the Fund's outstanding Shares on the
Repurchase Request Deadline. If Fund shareholders tender more Shares than the
Fund decides to repurchase, whether the Offer Amount or the Offer Amount plus
the 2% extra, the Fund will purchase the Shares tendered on a pro rata basis,
rounded down to the nearest full share. The Fund may, however, in its discretion
accept all Shares tendered by persons who own, beneficially or of record, an
aggregate of less than 100 Shares and who tender all of their Shares, before
prorating the Shares tendered by other persons. If the Fund determines that
Shares will be repurchased on a pro rata basis, there may be a delay in payment
because of the difficulty in determining the precise number of Shares validly
tendered. The Fund will not pay for Shares until the final proration factor is
known, but not later than 7 days after the Repurchase Pricing Date.

8. WITHDRAWAL OF REQUEST FOR REPURCHASE. Shareholders may withdraw all or some
of their Shares tendered pursuant to the Offer at any time prior to the
Repurchase Request Deadline. Shareholders whose accounts are maintained through
a broker, dealer, commercial bank, trust company or other nominee should notify
such nominee in sufficient time to ensure timely withdrawal or modification of
their tenders. Shareholders whose Shares are registered in their own name must
submit written notice of such withdrawal or modification (the "Change Notice")
to Investor Services. To be effective, a Change Notice must be timely received
by Investor Services. Any Change Notice must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder if different from that of the person who
tendered such Shares. If Share certificates representing such Shares have been
delivered or otherwise identified to Investor Services, the tendering
shareholder must also submit the Share certificate numbers shown on the
particular Share certificates evidencing such Shares and the signature on the
Change Notice must be guaranteed by an Eligible Institution (defined above),
except in the case of Shares tendered by an Eligible Institution.

9. SUSPENSION OR POSTPONEMENT OF OFFER. The Fund may not suspend or postpone the
Offer except by vote of a majority of the Board of Trustees (including a
majority of the Trustees who are not "interested persons" of the Fund, the
Fund's investment adviser or its affiliates (as defined in the Investment
Company Act of 1940, as amended) and only: (A) if the repurchases would cause
the Fund to lose its status as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended; (B) for any period during
which the NYSE or any market in which the securities owned by the Fund are
principally traded is closed, other than customary weekend and holiday closings,
or during which trading in such market is restricted; (C) for any period during
which any emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable, or during which it is not
reasonably practicable for the Fund fairly to determine its NAV; or (D) for such
other periods as the Securities and Exchange Commission may by order permit for
the protection of shareholders of the Fund. If the Offer is suspended or
postponed, the Fund will notify shareholders. If the Fund suspends or postpones
the Offer, the NAV for the Shares tendered will be determined as of the close of
the NYSE on an extended repurchase pricing date. During any such extension, all
Shares previously tendered and not purchased or withdrawn will remain subject to
the Offer. If the Fund renews the Offer, it will send a new notification to all
shareholders.

10. TAX CONSEQUENCES. Shareholders should review the tax information in the
Fund's prospectus and SAI. Shareholders should also consult their tax advisers
regarding the specific tax consequences, including the state, local or foreign
tax consequences, of participating in the repurchase. Under federal income tax
laws, Investor Services may be required to withhold 30% of the amount of any
payment made to certain shareholders pursuant to the Offer. In order to avoid
such backup withholding, each tendering shareholder must provide Investor
Services with the shareholder's correct taxpayer identification number ("TIN")
by completing the Substitute Form W-9 in the account application for Shares. In
general, if a shareholder is an individual, the TIN is the Social Security
Number of such individual. If Investor Services is not provided with the correct
TIN, the shareholder may be subject to a penalty imposed by the Internal Revenue
Service.

11. DOCUMENTS IN PROPER FORM. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders of Shares will
be determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders of Shares determined to be in appropriate form or to refuse to accept
for payment, purchase or pay for any Shares if, in the opinion of the Fund's
counsel, accepting, purchasing or paying for such Shares would be unlawful. The
Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender of Shares whether generally or with respect to
any particular Share(s) or shareholders. The Fund's interpretations of the terms
and conditions of the Offer shall be final and binding. Unless waived, any
defects or irregularities in connection with tenders of Shares must be cured
within such times as the Fund shall determine. Tenders of Shares will not be
deemed to have been made until the defects or irregularities have been cured or
waived.

NEITHER THE FUND, FRANKLIN ADVISERS, INC. (THE FUND'S INVESTMENT ADVISER),
FRANKLIN TEMPLETON SERVICES, INC. (THE FUND'S ADMINISTRATOR), INVESTOR SERVICES,
NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE NOTICE OF ANY DEFECTS OR
IRREGULARITIES IN TENDERS, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE
TO GIVE ANY SUCH NOTICE.

NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
SHAREHOLDER MUST MAKE AN INDEPENDENT DECISION WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND
AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THIS OFFER. NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE PROSPECTUS, SAI OR ACCOUNT APPLICATION. IF GIVEN OR MADE, SUCH
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND.

FOR PER SHARE NET ASSET VALUE AND OTHER INFORMATION, OR FOR A COPY OF THE FUND'S
PROSPECTUS, CALL SHAREHOLDER SERVICES AT 1-800/632-2301 OR CONTACT YOUR
FINANCIAL ADVISOR.

O2O FRO 03/04