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[FRANKLIN MUTUAL SERIES FUND INC. LETTERHEAD]
July 26, 2002
BY EXPRESS DELIVERY
Mr. Roy F. Farmer
Chairman
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, CA 90502
Ph: 310.787.5200
Re: Demand to Inspect Records
Dear Mr. Farmer:
Mutual Beacon Fund and Mutual Discovery Fund
(together, the “Funds”), each a series of Franklin Mutual Series Fund Inc.,
are the record owners of 93,236 and
81,152, respectively, common shares of Farmer Bros. Co. (the "Company"). The
Funds hereby demand, pursuant to Section 1601 of the California Corporations
Code, that the Company produce, for inspection and copying during normal
business hours, the following accounting books and records and minutes of
proceedings of the shareholders and the board and committees of the board
("Records") of the Company and its subsidiaries:
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All Records required to identify, on an
unconsolidated basis, the specific investments (each one referred to
hereafter as “a Company Investment”, and collectively as “the Company’s
Investments”) comprising the Company’s assets reflected in the Company’s
financial statements under the headings (a) Cash and cash equivalents,
Short-term investments, or Long-term investments, and (b)
any other derivative or other investment not reflected in such headings,
as of the end of each quarterly period since the end of the June 1999
fiscal year.
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All Records reflecting the value of each
Company Investment as of the end of each quarterly period since the end of
the June 1999 fiscal year.
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All Records necessary to determine the
amount of income derived from each Company Investment as of the end of
each quarterly period since the end of the June 1999 fiscal year.
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All Records required to determine the
Company’s costs associated with the management and administration of the
Company's Investments as of the end of each quarterly period since the end
of the June 1999 fiscal year.
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All Records reflecting the identity,
qualifications, and responsibilities of all persons involved in the
management or administration of the Company's Investments as of the end of
each quarterly period since the end of the June 1999 fiscal year.
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All Records reflecting any consideration
or actions taken by the Company’s directors during the past five years
concerning (a) declarations of dividends, (b) policies and practices
relating to assets not actively utilized in the Company’s existing
manufacturing and distribution operations, (c) policies and practices
relating to the authorization or engagement of employees, advisers or
others for the management or administration of the Company’s Investments,
and (d) requirements or benefits of the Company's registration as an
investment company pursuant to the Investment Company Act of 1940. (“ICA”)
The purposes of this demand are (1) to
enable a determination whether the Company is in compliance with the ICA,
(2) to evaluate the investment performance of the Company's Investments, and
(3) whether any action by or on behalf of the Company’s shareholders is
warranted with respect to the conduct of the Company's business in light of
the requirements of the ICA.
It is requested that we, or our designee(s)
be given access to all such Records as exist in California or any other
state and that such records be made available to us and/or our designee(s)
for a period of thirty days so that we may have sufficient opportunity to
examine and copy the records.
Please immediately advise Bradley Takahashi
at (973.912.2152) as to when and where the items demanded above will be
available.
Very truly yours,
MUTUAL BEACON FUND
MUTUAL DISCOVERY FUND
By: FRANKLIN MUTUAL ADVISERS, LLC
_______________________________________
Name: David Winters
Title: President, CEO & CIO
Ph: 973.912.2177
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