(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.
Item
3. Audit Committee Financial Expert.
(a)(1)
The Registrant has an audit committee financial expert serving on its audit
committee.
(2)
The audit committee financial expert is Mary C. Choksi and she is
"independent" as defined under the relevant Securities and Exchange
Commission Rules and Releases.
Principal Accountant Fees and Services.
(a) Audit Fees
The aggregate fees paid to the principal accountant
for professional services rendered by the principal accountant for the audit of
the registrant’s annual financial statements or for services that are normally
provided by the principal accountant in connection with statutory and
regulatory filings or engagements were $78,691 for the fiscal year ended April
30, 2021 and $84,774 for the fiscal year ended April 30, 2020.
(b) Audit-Related Fees
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended April 30, 2021 and $10,000 for the fiscal year ended April 30, 2020. The services for which these fees were paid included professional fees in connection with tax treatment of equipment lease transactions.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended April 30, 2021 and $4,343 for the fiscal year ended April 30, 2020. The services for which these fees were paid include review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $36,800 for the fiscal year ended April 30, 2021 and $190,144 for the fiscal year ended April 30, 2020. The services for which these fees were paid included professional fees in connection with determining the feasibility of a U.S. direct lending structure, the issuance of an Auditor’s Certificate for South Korean regulatory shareholders disclosures, valuation services related to a fair value engagement, and benchmarking services in connection with the ICI TA Survey.
(e)
(1) The registrant’s audit committee is directly responsible for approving the
services to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to the registrant by the auditors
to the registrant’s investment adviser or to any entity that controls, is
controlled by or is under common control with the registrant’s investment
adviser and that provides ongoing services to the registrant where the
non-audit services relate directly to the operations or financial reporting of
the registrant; and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative
to committee pre-approval of services to be provided by the auditors, as
required by paragraphs (ii) and (iii) above, of policies and procedures to
permit such services to be pre-approved by other means, such as through
establishment of guidelines or by action of a designated member or members of
the committee; provided the policies and procedures are detailed as to the
particular service and the committee is informed of each service and such
policies and procedures do not include delegation of audit committee
responsibilities, as contemplated under the Securities Exchange Act of 1934, to
management; subject, in the case of (ii) through (iv), to any waivers,
exceptions or exemptions that may be available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $36,800 for the fiscal year ended April 30, 2021 and $204,487 for the fiscal year ended April 30, 2020.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item
5. Audit Committee
of Listed
Registrants. N/A
Item
6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies. N/A
Item 8. Portfolio Managers
of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and
Affiliated Purchasers. N/A
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.
Item
11. Controls and Procedures.
(a) Evaluation
of Disclosure Controls and Procedures. The Registrant maintains
disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in the Registrant’s filings
under the Securities Exchange Act of 1934, as amended, and the Investment
Company Act of 1940 is recorded, processed, summarized and reported within the
periods specified in the rules and forms of the Securities and Exchange
Commission. Such information is accumulated and communicated to the
Registrant’s management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. The Registrant’s management, including the
principal executive officer and the principal financial officer, recognizes
that any set of controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control
objectives.
Within 90 days prior to the
filing date of this Shareholder Report on Form N-CSR, the Registrant
had carried out an evaluation, under the supervision and with the participation
of the Registrant’s management, including the Registrant’s principal executive
officer and the Registrant’s principal financial officer, of the effectiveness of
the design and operation of the Registrant’s disclosure controls and procedures.
Based on such evaluation, the Registrant’s principal executive officer and
principal financial officer concluded that the Registrant’s disclosure controls
and procedures are effective.
(b) Changes
in Internal Controls. There have been no changes in the Registrant’s
internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect the internal control over financial reporting.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment
Company. N/A
(a)
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of
Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and
Robert G. Kubilis,
Chief Financial Officer and Chief Accounting Officer
(b) Certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle,
Chief Executive Officer - Finance and Administration, and
Robert G. Kubilis, Chief
Financial Officer and Chief Accounting Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FRANKLIN
FEDERAL TAX-FREE INCOME FUND
By S\Matthew
T. Hinkle__________________________
Chief Executive Officer – Finance and Administration
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By S\Matthew
T. Hinkle__________________________
Chief Executive Officer – Finance and Administration
By S\Robert
G. Kubilis_________________________
Chief Financial Officer and Chief Accounting Officer
I, Matthew T. Hinkle, certify that:
1. I have reviewed this report on
Form N-CSR of Franklin Federal Tax-Free Income Fund;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of
1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting;
and
5. The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
(b) Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
6/25/2021
S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration
I, Robert G. Kubilis, certify that:
1. I have reviewed this report on
Form N-CSR of Franklin Federal Tax-Free Income Fund;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of
1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting;
and
5. The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
(b) Any fraud,
whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
6/25/2021
S\ROBERT G. KUBILIS
Robert G. Kubilis
Chief Financial Officer and Chief Accounting Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew T. Hinkle, Chief Executive Officer of the Franklin
Federal Tax-Free Income Fund (the “Registrant”), certify, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
1.
The periodic report on Form N-CSR of the Registrant for the period ended
4/30/2021 (the “Form N-CSR”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Form N-CSR fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
Dated: 6/25/2021
S\MATTHEW T.
HINKLE
Matthew T.
Hinkle
Chief Executive Officer - Finance
and Administration
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Robert G. Kubilis, Chief Financial Officer of the Franklin
Federal Tax-Free Income Fund (the “Registrant”), certify, pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
1.
The periodic report on Form N-CSR of the Registrant for the period ended
4/30/2021 (the “Form N-CSR”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Form N-CSR fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
Dated: 6/25/2021
S\ROBERT G.
KUBILIS
Robert G.
Kubilis
Chief Financial Officer and Chief
Accounting Officer
