TEMPLETON SMALLER COMPANIES GROWTH FUND, INC.
THIS STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 1, 1995, IS NOT A PROSPECTUS.
IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
OF TEMPLETON SMALLER COMPANIES GROWTH FUND, INC. DATED
JANUARY 1, 1995, WHICH CAN BE OBTAINED WITHOUT CHARGE
UPON REQUEST TO THE PRINCIPAL UNDERWRITER,
FRANKLIN TEMPLETON DISTRIBUTORS, INC.,
700 CENTRAL AVENUE, P.O. BOX 33030,
ST. PETERSBURG, FLORIDA 33733-8030
TOLL FREE TELEPHONE: (800) 237-0738
TABLE OF CONTENTS
General Information and History -Business Manager . . . . 17
. . . . . . . . . . . . . 1 -Custodian and Transfer Agent
Investment Objective and 19
Policies . . . . . . . 2 -Legal Counsel . . . . . 19
-Investment Policies . . 2 -Independent Accountants 19
-Debt Securities . . . . 2 -Reports to Shareholders 19
-Investment Restrictions 3 Brokerage Allocation . . 20
-Risk Factors . . . . . . 6 Purchase, Redemption and
-Trading Policies . . . . 8 Pricing of Shares . . . 23
-Personal Securities -Ownership and Authority
Transactions . . . . . . 8 Disputes . . . . . . . . 23
Management of the Fund . 9 -Tax Deferred Retirement Plans
Principal Shareholders . 15 24
Investment Management and Other -Letter of Intent . . . . 25
Services . . . . . . . 15 Tax Status . . . . . . . 26
-Investment Management Principal Underwriter . . 31
Agreement . . . . . . . 15 Description of Shares . . 33
-Management Fees . . . . 17 Performance Information . 33
-The Investment Manager . 17 Financial Statements . . 37
GENERAL INFORMATION AND HISTORY
Templeton Smaller Companies Growth Fund, Inc. (the "Fund")
was incorporated under the laws of Maryland on February 4, 1981,
and is registered under the Investment Company Act of 1940 (the
"1940 Act") as an open-end diversified investment company. On
January 1, 1991, the Fund changed its name from Templeton Global
Funds, Inc. to Templeton Smaller Companies Growth Fund, Inc.
The Fund's investment objective is long-term capital growth,
primarily through investment in common stocks and all types of
common stock equivalents, including rights, warrants and
preferred stock, of companies of various nations throughout the
world. For defensive purposes, the Fund also may invest in bonds
and other debt obligations of such issuers and fixed-income
obligations of various governments.
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INVESTMENT OBJECTIVE AND POLICIES
Investment Policies. The investment objective and policies
of the Fund are described in the Prospectus under the heading
"General Description--Investment Objective and Policies."
Debt Securities. The Fund may invest in medium quality or
high risk, lower quality debt securities. As an operating
policy, the Fund will invest no more than 5% of its assets in
debt securities rated Baa or lower by Moody's Investors Service,
Inc. ("Moody's") or BBB or lower by Standard & Poor's Corporation
("S&P"). The market value of debt securities generally varies in
response to changes in interest rates and the financial condition
of each issuer. During periods of declining interest rates, the
value of debt securities generally increases. Conversely, during
periods of rising interest rates, the value of such securities
generally declines. These changes in market value will be
reflected in the Fund's net asset value.
Although they may offer higher yields than do higher rated
securities, low rated and unrated debt securities generally
involve greater volatility of price and risk of principal and
income, including the possibility of default by, or bankruptcy
of, the issuers of the securities. In addition, the markets in
which low rated and unrated debt securities are traded are more
limited than those in which higher rated securities are traded.
The existence of limited markets for particular securities may
diminish the Fund's ability to sell the securities at fair value
either to meet redemption requests or to respond to a specific
economic event such as a deterioration in the creditworthiness of
the issuer. Reduced secondary market liquidity for certain low
rated or unrated debt securities may also make it more difficult
for the Fund to obtain accurate market quotations for the
purposes of valuing the Fund's portfolio. Market quotations are
generally available on many low rated or unrated securities only
from a limited number of dealers and may not necessarily
represent firm bids of such dealers or prices for actual sales.
Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and
liquidity of low rated debt securities, especially in a thinly
traded market. Analysis of the creditworthiness of issuers of
low rated debt securities may be more complex than for issuers of
higher rated securities, and the ability of the Fund to achieve
its investment objective may, to the extent of investment in low
rated debt securities, be more dependent upon such
creditworthiness analysis than would be the case if the Fund were
investing in higher rated securities.
Low rated debt securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions
than investment grade securities. The prices of low rated debt
securities have been found to be less sensitive to interest rate
changes than higher rated investments, but more sensitive to
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adverse economic downturns or individual corporate developments.
A projection of an economic downturn or of a period of rising
interest rates, for example, could cause a decline in low rated
debt securities prices because the advent of a recession could
lessen the ability of a highly leveraged company to make
principal and interest payments on its debt securities. If the
issuer of low rated debt securities defaults, the Fund may incur
additional expenses to seek recovery.
The Fund may accrue and report interest on high yield bonds
structured as zero coupon bonds or pay-in-kind securities as
income even though it receives no cash interest until the
security's maturity or payment date. In order to qualify for
beneficial tax treatment afforded regulated investment companies,
the Fund must distribute substantially all of its net income to
Shareholders (see "Tax Status"). Thus, the Fund may have to
dispose of its portfolio securities under disadvantageous
circumstances to generate cash in order to satisfy the
distribution requirement.
Recent legislation, which requires federally insured savings
and loan associations to divest their investments in low rated
debt securities, may have a material adverse effect on the Fund's
net asset value and investment practices.
Investment Restrictions. The Fund has imposed upon itself
certain investment restrictions which, together with its
investment objective and policies, are fundamental policies
except as otherwise indicated. No changes in the Fund's
investment objective, policies or investment restrictions (except
those which are not fundamental policies) can be made without the
approval of the Shareholders. For this purpose, the provisions
of the 1940 Act require the affirmative vote of the lesser of
either (A) 67% or more of the Fund's Shares present at a
Shareholders' meeting at which more than 50% of the outstanding
Shares are present or represented by proxy or (B) more than 50%
of the outstanding Shares of the Fund.
In accordance with these Restrictions, the Fund does not:
1. Invest more than 5% of its total assets in the
securities of any one issuer (exclusive of U.S.
Government securities).
2. Invest in real estate or mortgages on real estate
(although the Fund may invest in marketable securities
secured by real estate or interests therein); invest in
other open-end investment companies (except in
connection with a merger, consolidation, acquisition or
reorganization); invest in interests (other than
publicly issued debentures or equity stock interests)
in oil, gas or other mineral exploration or development
programs; purchase or sell commodity contracts, or, as
an operating policy approved by the Board of Directors,
invest in closed-end investment companies.
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3. Purchase or retain securities of any company in which
Directors or Officers of the Fund or of Templeton
Investment Counsel, Inc. (the "Investment Manager"),
individually owning more than 1/2 of 1% of the
securities of such company, in the aggregate own more
than 5% of the securities of such company.
4. Purchase more than 10% of any class of securities of
any one company, including more than 10% of its
outstanding voting securities, or invest in any company
for the purpose of exercising control or management.
5. Act as an underwriter; issue senior securities;
purchase on margin or sell short; write, buy or sell
puts, calls, straddles or spreads.
6. Loan money, apart from the purchase of a portion of an
issue of publicly distributed bonds, debentures, notes
and other evidences of indebtedness, although the Fund
may buy U.S. Government obligations with a simultaneous
agreement with the seller to repurchase them within no
more than seven days at the original repurchase price
plus accrued interest.
7. Borrow money for any purpose other than redeeming its
Shares for cancellation, and then only as a temporary
measure up to an amount not exceeding 5% of the value
of its total assets; or pledge, mortgage, or
hypothecate its assets for any purpose other than to
secure such borrowings, and then only to such extent
not exceeding 10% of the value of its total assets as
the Board of Directors may by resolution approve. The
Fund will not pledge, mortgage or hypothecate its
assets to the extent that at any time the percentage of
pledged assets plus the sales commission will exceed
10% of the Offering Price of its Shares.
8. Invest more than 5% of the value of its total assets in
securities of issuers which have been in continuous
operation less than three years.
9. Invest more than 5% of its total assets in warrants
whether or not listed on the New York or American Stock
Exchange, and more than 2% of its total assets in
warrants that are not listed on those exchanges.
Warrants acquired by the Fund in units or attached to
securities are not included in this restriction.
10. Invest more than 10% of its total assets in restricted
securities, securities with a limited trading market
(which the Fund may not be able to dispose of at the
current market price) or those which are not otherwise
readily marketable with readily available current
market quotations.
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11. Invest more than 25% of its total assets in a single
industry.
12. Invest in "letter stocks" or securities on which there
are any sales restrictions under a purchase agreement.
13. Participate on a joint or a joint and several basis in
any trading account in securities. (See "Investment
Objective and Policies--Trading Policies" as to
transactions in the same securities for the Fund and
other Templeton Funds.)
The Fund has undertaken with a state securities commission
that it will limit investments in illiquid securities to no more
than 5% of its total assets.
Whenever any investment policy or investment restriction
states a maximum percentage of the Fund's assets which may be
invested in any security or other property, it is intended that
such maximum percentage limitation be determined immediately
after and as a result of the Fund's acquisition of such security
or property. With the exception of Investment Restrictions
Numbers 10 and 11, above, nothing herein shall be deemed to
prohibit the Fund from purchasing the securities of any issuer
pursuant to the exercise of subscription rights distributed to
the Fund by the issuer, except that no such purchase may be made
if, as a result, the Fund would no longer be a diversified
investment company as defined in the 1940 Act. Foreign
corporations frequently issue additional capital stock by means
of subscription rights offerings to existing shareholders at a
price below the market price of the shares. The failure to
exercise such rights would result in dilution of the Fund's
interest in the issuing company. Therefore, the exception
applies in cases where the limits set forth in any investment
policy or restriction would otherwise be exceeded by exercising
rights, or have already been exceeded as a result of fluctuations
in the market value of the Fund's portfolio securities.
Risk Factors. The Fund has an unlimited right to purchase
securities in any foreign country, developed or underdeveloped,
if they are listed on a stock exchange, as well as a limited
right to purchase such securities if they are unlisted.
Investors should consider carefully the substantial risks
involved in securities of companies and governments of foreign
nations, which are in addition to the usual risks inherent in
domestic investments.
There may be less publicly available information about
foreign companies comparable to the reports and ratings published
about companies in the United States. Foreign companies are not
generally subject to uniform accounting, auditing and financial
reporting standards, and auditing practices and requirements may
not be comparable to those applicable to United States companies.
Foreign markets have substantially less volume than the New York
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Stock Exchange and securities of some foreign companies are less
liquid and more volatile than securities of comparable United
States companies. Although the Fund may not invest more than 10%
of its total assets in securities with a limited trading market,
in the opinion of management such securities with a limited
trading market do not present a significant liquidity problem.
Commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the United States, are
likely to be higher. In many foreign countries there is less
government supervision and regulation of stock exchanges, brokers
and listed companies than in the United States.
Investments in companies domiciled in developing countries
may be subject to potentially higher risks than investments in
developed countries. These risks include (i) less social,
political and economic stability; (ii) the small current size of
the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of
liquidity and in greater price volatility; (iii) certain national
policies which may restrict the Fund's investment opportunities,
including restrictions on investment in issuers or industries
deemed sensitive to national interests; (iv) foreign taxation;
(v) the absence of developed legal structures governing private
or foreign investment or allowing for judicial redress for injury
to private property; (vi) the absence, until recently in certain
Eastern European countries, of a capital market structure or
market-oriented economy; and (vii) the possibility that recent
favorable economic developments in Eastern Europe may be slowed
or reversed by unanticipated political or social events in such
countries.
Investments in Eastern European countries may involve risks
of nationalization, expropriation and confiscatory taxation. The
Communist governments of a number of Eastern European countries
expropriated large amounts of private property in the past, in
many cases without adequate compensation, and there can be no
assurance that such expropriation will not occur in the future.
In the event of such expropriation, the Fund could lose a
substantial portion of any investments it has made in the
affected countries. Further, no accounting standards exist in
Eastern European countries. Finally, even though certain Eastern
European currencies may be convertible into United States
dollars, the conversion rates may be artificial to the actual
market values and may be adverse to Fund Shareholders.
The Fund endeavors to buy and sell foreign currencies on as
favorable a basis as practicable. Some price spread on currency
exchange (to cover service charges) will be incurred,
particularly when the Fund changes investments from one country
to another or when proceeds of the sale of Shares in U.S. dollars
are used for the purchase of securities in foreign countries.
Also, some countries may adopt policies which would prevent the
Fund from transferring cash out of the country or withhold
portions of interest and dividends at the source. There is the
possibility of expropriation, nationalization or confiscatory
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taxation, withholding and other foreign taxes on income or other
amounts, foreign exchange controls (which may include suspension
of the ability to transfer currency from a given country),
default in foreign government securities, political or social
instability or diplomatic developments which could affect
investments in securities of issuers in foreign nations.
The Fund may be affected either unfavorably or favorably by
fluctuations in the relative rates of exchange between the
currencies of different nations, by exchange control regulations,
and by indigenous economic and political developments. Through
the Fund's flexible policy, the Investment Manager endeavors to
avoid unfavorable consequences and to take advantage of favorable
developments in particular nations where from time to time it
places the Fund's investments.
The exercise of this flexible policy may include decisions
to purchase securities with substantial risk characteristics and
other decisions such as changing the emphasis on investments from
one nation to another and from one type of security to another.
Some of these decisions may later prove profitable and others may
not. No assurance can be given that profits, if any, will exceed
losses.
The Directors consider at least annually the likelihood of
the imposition by any foreign government of exchange control
restrictions which would affect the liquidity of the Fund's
assets maintained with custodians in foreign countries, as well
as the degree of risk from political acts of foreign governments
to which such assets may be exposed. They also consider the
degree of risk involved through the holding of portfolio
securities in domestic and foreign securities depositories (see
"Investment Management and Other Services--Custodian and Transfer
Agent"). However, in the absence of willful misfeasance, bad
faith or gross negligence on the part of the Investment Manager,
any losses resulting from the holding of the Fund's portfolio
securities in foreign countries and/or with securities
depositories will be at the risk of the Shareholders. No
assurance can be given that the Directors' appraisal of the risks
will always be correct or that such exchange control restrictions
or political acts of foreign governments might not occur.
Trading Policies. The Investment Manager and its affiliated
companies serve as investment manager to other investment
companies and private clients. Accordingly, the respective
portfolios of these funds and clients may contain many or some of
the same securities. When any two or more of these funds or
clients are engaged simultaneously in the purchase or sale of the
same security, the transactions are placed for execution in a
manner designed to be equitable to each party. The larger size
of the transaction may affect the price of the security and/or
the quantity which may be bought or sold for each party. If the
transaction is large enough, brokerage commissions in certain
countries may be negotiated below those otherwise chargeable.
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Sale or purchase of securities, without payment of brokerage
commissions, fees (except customary transfer fees) or other
remuneration in connection therewith, may be effected between any
of these funds, or between funds and private clients, under
procedures adopted pursuant to Rule 17a-7 under the 1940 Act.
Personal Securities Transactions. Access persons of the
Franklin Templeton Group, as defined in SEC Rule 17(j) under the
1940 Act, who are employees of Franklin Resources, Inc. or their
subsidiaries, are permitted to engage in personal securities
transactions subject to the following general restrictions and
procedures: (1) The trade must receive advance clearance from a
Compliance Officer and must be completed within 24 hours after
this clearance; (2) Copies of all brokerage confirmations must be
sent to the Compliance Officer and within 10 days after the end
of each calendar quarter, a report of all securities transactions
must be provided to the Compliance Officer; (3) In addition to
items (1) and (2), access persons involved in preparing and
making investment decisions must file annual reports of their
securities holdings each January and also inform the Compliance
Officer (or other designated personnel) if they own a security
that is being considered for a fund or other client transaction
or if they are recommending a security in which they have an
ownership interest for purchase or sale by a fund or other
client.
MANAGEMENT OF THE FUND
The name, address, principal occupation during the past five
years and other information with respect to each of the Directors
and Principal Executive Officers of the Fund are as follows:
Name, Address and Principal Occupation
Offices with Fund During Past Five Years
JOHN M. TEMPLETON* Chairman of the Board of other
Lyford Cay Templeton Funds; president of
Nassau, Bahamas First Trust Bank, Ltd., Nassau,
Chairman of the Board Bahamas; and previously
chairman of the board and
employee of Templeton,
Galbraith & Hansberger Ltd.
(prior to October 30, 1992).
F. BRUCE CLARKE Retired; former credit advisor,
19 Vista View Blvd. National Bank of Canada,
Thornhill, Ontario Toronto; a director or trustee
Director of other Templeton Funds.
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Name, Address and Principal Occupation
Offices with Fund During Past Five Years
JOHN G. BENNETT, JR. A director or trustee of other
3 Radnor Corporate Center Templeton Funds; founder,
Suite 150 chairman of the board, and
100 Matsonford Road president of the Foundation for
Radnor, Pennsylvania New Era Philanthropy; president
Director and chairman of the boards of
the Evelyn M. Bennett Memorial
Foundation and NEP
International Trust; chairman
of the board and chief
executive officer of The
Bennett Group International,
LTD; chairman of the boards of
Human Service Systems, Inc. and
Multi-Media Communicators,
Inc.; a director or trustee of
many national and international
organizations, universities,
and grant-making foundations
serving in various executive
board capacities; member of the
Public Policy Committee of the
Advertising Council.
FRED R. MILLSAPS A director or trustee of other
2665 NE 37th Drive Templeton Funds; manager of
Fort Lauderdale, Florida personal investments (1978-
Director present); chairman and chief
executive officer of Landmark
Banking corporation (1969-
1978); financial vice president
of Florida Power and Light
(1965-1969); vice president of
Federal Reserve Bank of Atlanta
(1958-1965); director of
various business and nonprofit
organizations.
BETTY P. KRAHMER A director or trustee of other
2201 Kentmere Parkway Templeton Funds; director or
Wilmington, Delaware trustee of various civic
Director associations; former economic
analyst, U.S. Government.
HASSO-G VON DIERGARDT-NAGLO Farmer; president of Clairhaven
R.R. 3 Investments, Ltd. and other
Stouffville, Ontario private investment companies; a
Director director or trustee of other
Templeton Funds.
<PAGE>
Name, Address and Principal Occupation
Offices with Fund During Past Five Years
ANDREW H. HINES, JR. Consultant, Triangle Consulting
150 2nd Avenue N. Group; chairman of the board
St. Petersburg, Florida and chief executive officer of
Director Florida Progress Corporation
(1982-February 1990) and
director of various of its
subsidiaries; chairman and
director of Precise Power
Corporation; Executive-in-
Residence of Eckerd College
(1991-present); director of
Checkers Drive-In Restaurants,
Inc.; a director or trustee of
other Templeton Funds.
HARMON E. BURNS* Executive vice president,
777 Mariners Island Blvd. secretary and director of
San Mateo, California Franklin Resources, Inc.;
Director executive vice president and
director, Franklin Templeton
Distributors, Inc.; executive
vice president, Franklin
Advisers, Inc.; director,
Franklin Administrative
Services, Inc.; a director or
trustee of other Templeton
Funds; and officer and/or
director, as the case may be,
of other subsidiaries of
Franklin Resources, Inc., and
officer and/or of various
investment companies in the
Franklin Group of Funds.
HARRIS J. ASHTON Chairman of the board,
Metro Center, 1 Station Place president and chief executive
Stamford, Connecticut officer of General Host
Director Corporation (nursery and craft
centers); director of RBC
Holdings Inc. (a bank holding
company) and Bar-S Foods;
director or trustee of other
Templeton Funds; and director,
trustee or managing general
partner, as the case may be,
for most of the investment
companies in the Franklin Group
of Funds.
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Name, Address and Principal Occupation
Offices with Fund During Past Five Years
S. JOSEPH FORTUNATO Member of the law firm of
200 Campus Drive Pitney, Hardin, Kipp & Szuch;
Florham Park, New Jersey director of General Host
Director Corporation; director or
trustee of other Templeton
Funds; and director, trustee or
managing general partner, as
the case may be, for most of
the investment companies in the
Franklin Group of Funds.
GORDON S. MACKLIN Chairman of White River
8212 Burning Tree Road Corporation (information
Bethesda, Maryland services); director of Infovest
Director Corporation, Fund America
Enterprise Holdings, Inc.,
Martin Marietta Corporation,
MCI Communications Corporation
and Medimmune, Inc.; director
or trustee of other Templeton
Funds; director, trustee, or
managing general partner, as
the case may be, of most of the
investment companies in the
Franklin Group of Funds;
formerly: chairman, Hambrecht
and Quist Group; director, H&Q
Healthcare Investors; and
president, National Association
of Securities Dealers, Inc.
NICHOLAS F. BRADY* A director or trustee of other
The Bullitt House Templeton Funds; chairman of
102 East Dover Street Templeton Emerging Markets
Easton, Maryland Investment Trust PLC; chairman
Director and president of Darby
Advisors, Inc. (an investment
firm) since January, 1993;
director of the H. J. Heinz
Company, Capital Cities/ABC,
Inc. and the Christiana
Companies; Secretary of the
United States Department of the
Treasury from 1988 to January,
1993; chairman of the board of
Dillon, Read & Co. Inc.
(investment banking) prior
thereto.
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Name, Address and Principal Occupation
Offices with Fund During Past Five Years
DANIEL L. JACOBS Senior vice president and
500 East Broward Blvd. director of Templeton
Fort Lauderdale, Florida Investment Counsel, Inc.;
President director of Templeton Global
Investors, Inc.; president or
vice president of certain of
the Templeton Funds.
CHARLES B. JOHNSON President, chief executive
777 Mariners Island Blvd. officer, and director, Franklin
San Mateo, California Resources, Inc.; chairman of
Vice President the board, Franklin Templeton
Distributors, Inc.; chairman of
the board and director,
Franklin Advisers, Inc.;
director, Franklin Admini-
strative Services, Inc. and
General Host Corporation;
director of Templeton Global
Investors, Inc.; director or
trustee of other Templeton
Funds; and officer and
director, trustee or managing
general partner, as the case
may be, of most other subsi-
diaries of Franklin and of most
of the investment companies in
the Franklin Group of Funds.
MARTIN L. FLANAGAN Senior vice president,
777 Mariners Island Blvd. treasurer, and chief financial
San Mateo, California officer of Franklin Resources,
Vice President Inc.; director and executive
vice president of Templeton
Investment Counsel, Inc. and
Templeton Global Investors,
Inc.; president or vice
president of the Templeton
Funds; accountant, Arthur
Andersen & Company (1982-1983);
member of the International
Society of Financial Analysts
and the American Institute of
Certified Public Accountants.
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Name, Address and Principal Occupation
Offices with Fund During Past Five Years
MARK G. HOLOWESKO President and director of
Lyford Cay Templeton, Galbraith &
Nassau, Bahamas Hansberger Ltd.; director of
Vice President global equity research for
Templeton Worldwide, Inc.;
president or vice president of
the Templeton Funds; investment
administrator with Roy West
Trust Corporation (Bahamas)
Limited (1984-1985).
JOHN R. KAY Vice president of the Templeton
500 East Broward Blvd. Funds; vice president and
Fort Lauderdale, Florida treasurer of Templeton Global
Vice President Investors, Inc. and Templeton
Worldwide, Inc.; assistant vice
president of Franklin Templeton
Distributors, Inc.; formerly,
vice president and controller
of the Keystone Group, Inc.
THOMAS M. MISTELE Senior vice president of
700 Central Avenue Templeton Global Investors,
St. Petersburg, Florida Inc.; vice president of
Secretary Franklin Templeton
Distributors, Inc.; secretary
of the Templeton Funds;
attorney, Dechert Price &
Rhoads (1985-1988) and
Freehill, Hollingdale & Page
(1988); judicial clerk, U.S.
District Court (Eastern
District of Virginia) (1984-
1985).
JAMES R. BAIO Certified public accountant;
500 East Broward Blvd. treasurer of the Templeton
Fort Lauderdale, Florida Funds; senior vice president of
Treasurer Templeton Worldwide, Inc.,
Templeton Global Investors,
Inc., and Templeton Funds Trust
Company; formerly, senior tax
manager of Ernst & Young
(certified public accountants)
(1977-1989).
JACK L. COLLINS Assistant treasurer of the
700 Central Avenue Templeton Funds; assistant vice
St. Petersburg, Florida president of Franklin Templeton
Assistant Treasurer Investor Services, Inc.; former
partner of Grant Thornton,
independent public accountants.
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Name, Address and Principal Occupation
Offices with Fund During Past Five Years
<PAGE>
Name, Address and Principal Occupation
Offices with Fund During Past Five Years
JEFFREY L. STEELE Partner, Dechert Price &
1500 K Street, N.W. Rhoads.
Washington, D.C.
Assistant Secretary
___________________
* Messrs. Templeton, Burns and Brady are Directors who are
"interested persons" of the Fund as that term is defined in
the 1940 Act. Mr. Brady and Franklin Resources, Inc. are
limited partners of Darby Overseas Partners, L.P. ("Darby
Overseas"). Mr. Brady established Darby Overseas in
February, 1994, and is Chairman and a shareholder of the
corporate general partner of Darby Overseas. In addition,
Darby Overseas and Templeton, Galbraith & Hansberger, Ltd.
are limited partners of Darby Emerging Markets Fund, L.P.
Messrs. Clarke, von Diergardt-Naglo, Millsaps, Ashton,
Fortunato, Hines, Macklin and Bennett and Mrs. Krahmer are
Directors who are not "interested persons" of the Fund.
There are no family relationships between any of the
Directors.
PRINCIPAL SHAREHOLDERS
As of December 2, 1994, there were 169,959,508 Shares of the
Fund outstanding, of which 296,186 Shares (0.174%) were owned
beneficially, directly or indirectly, by all the Directors and
Officers of the Fund as a group. As of December 2, 1994, to the
knowledge of management, no person owned beneficially 5% or more
of the outstanding Shares, except Merrill Lynch Pierce Fenner &
Smith, Inc., P.O. Box 45286, Jacksonville, FL 32232-5286 owned
8,797,744 shares (5.2% of the Outstanding Shares).
INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Management Agreement. The Investment Manager of
the Fund is Templeton Investment Counsel, Inc., a Florida
corporation with offices in Ft. Lauderdale, Florida. On
October 30, 1992, the Investment Manager assumed the investment
management duties of Templeton, Galbraith & Hansberger Ltd.
("TGH"), a Cayman Islands corporation, with respect to the Fund
in connection with the merger of the business of TGH with that of
Franklin Resources, Inc. ("Franklin"). The Investment Management
Agreement, dated November 1, 1993, was approved by the Board of
Directors, including approval by a majority of the Directors who
were not parties to the Agreement or interested persons of any
such party, at a meeting on May 27, 1993, was approved by the
Shareholders of the Fund on October 13, 1993, and continues from
year to year, subject to approval annually by the Board of
Directors of the Fund or by vote of a majority of the outstanding
Shares of the Fund (as defined in the 1940 Act) and also, in
either event, with the approval of a majority of those Directors
who are not parties to the Investment Management Agreement or
interested persons of any such party in person at a meeting
called for the purpose of voting on such approval.
<PAGE>
The Investment Management Agreement requires the Investment
Manager to manage the investment and reinvestment of the Fund's
assets. The Investment Manager is not required to furnish any
personnel, overhead items or facilities for the Fund, including
daily pricing or trading desk facilities, although such expenses
are paid by investment advisers of some other investment
companies. These expenses have been and may continue to be borne
by the Fund.
The Investment Management Agreement provides that the
Investment Manager will select brokers and dealers for execution
of the Fund's portfolio transactions consistent with the Fund's
brokerage policies (see "Brokerage Allocation"). Although the
services provided by broker-dealers in accordance with the
brokerage policies incidentally may help reduce the expenses of
or otherwise benefit the Investment Manager and other investment
advisory clients of the Investment Manager and of its affiliates,
as well as the Fund, the value of such services is indeterminable
and the Investment Manager's fee is not reduced by any offset
arrangement by reason thereof.
When the Investment Manager determines to buy or sell the
same security for the Fund that the Investment Manager or one or
more of its affiliates has selected for one or more of its other
clients or for clients of its affiliates, the orders for all such
security transactions are placed for execution by methods
determined by the Investment Manager, with approval by the Board
of Directors, to be impartial and fair, in order to seek good
results for all parties. See "Investment Objective and Policies-
Trading Policies." Records of securities transactions of persons
who know when orders are placed by the Fund are available for
inspection at least four times annually by the compliance officer
of the Fund so that the non-interested Directors (as defined in
the 1940 Act) can be satisfied that the procedures are generally
fair and equitable for all parties.
The Investment Management Agreement provides that the
Investment Manager shall have no liability to the Fund or any
Shareholder of the Fund for any error of judgment, mistake of
law, or any loss arising out of any investment or other act or
omission in the performance by the Investment Manager of its
duties under the Investment Management Agreement, or for any loss
or damage resulting from the imposition by any government of
exchange control restrictions which might affect the liquidity of
the Fund's assets, or from acts or omissions of custodians or
securities depositories, or from any wars or political acts of
any foreign governments to which such assets might be exposed,
except for any liability, loss or damage resulting from willful
misfeasance, bad faith or gross negligence on the Investment
Manager's part or reckless disregard of its duties under the
Investment Management Agreement. The Investment Management
Agreement will terminate automatically in the event of its
assignment, and may be terminated by the Fund at any time without
payment of any penalty on 60 days' written notice with the
<PAGE>
approval of a majority of the Directors in office at the time or
by vote of a majority of the outstanding voting securities of the
Fund (as defined by the 1940 Act).
Management Fees. For its services, the Fund pays the
Investment Manager a fee, calculated and paid monthly, equal on
an annual basis to 0.75% of the Fund's average daily net assets,
payable in U.S. dollars at the end of each calendar month. The
Investment Manager will comply with any applicable state
regulations which may require the Investment Manager to make
reimbursements to the Fund in the event that the Fund's aggregate
operating expenses, including the management fee but generally
excluding interest, taxes, brokerage fees and commissions and
extraordinary expenses, such as litigation, are in excess of
specific applicable limitations. The strictest rule applicable
to the Fund is 2.5% of the first $30,000,000 of net assets, 2% of
the next $70,000,000 of net assets and 1.5% of the remainder.
During the fiscal years ended August 31, 1994, 1993, and
1992, the Investment Manager (and, prior to October 30, 1992,
TGH, the Fund's previous investment manager) received fees from
the Fund of $10,050,360, $7,657,346, and $8,661,332,
respectively, pursuant to the Agreement and agreements in effect
prior to October 30, 1992.
The Investment Manager. The Investment Manager is an
indirect wholly owned subsidiary of Franklin, a publicly traded
company whose shares are listed on the New York Stock Exchange.
Charles B. Johnson (an officer of the Fund), Rupert H. Johnson,
Jr. and R. Martin Wiskemann are principal shareholders of
Franklin and own, respectively, approximately 20%, 16% and 9.2%
of its outstanding shares. Messrs. Charles B. Johnson and
Rupert H. Johnson, Jr. are brothers.
Business Manager. Templeton Global Investors, Inc. performs
certain administrative functions as Business Manager for the Fund
including:
providing office space, telephone, office equipment and
supplies for the Fund;
paying all compensation of the Fund's officers for
services rendered as such;
authorizing expenditures and approving bills for
payment on behalf of the Fund;
supervising preparation of annual and semiannual
reports to Shareholders, notices of dividends, capital
gain distributions and tax credits, and attending to
correspondence and other communications with individual
Shareholders;
daily pricing of the Fund's investment portfolio and
preparing and supervising publication of daily
<PAGE>
quotations of the bid and asked prices of the Fund's
Shares, earnings reports and other financial data;
monitoring relationships with organizations serving the
Fund, including the Custodian and printers;
providing trading desk facilities for the Fund;
supervising compliance by the Fund with recordkeeping
requirements under the 1940 Act and regulations
thereunder, and with state regulatory requirements;
maintaining books and records for the Fund (other than
those maintained by the Custodian and Transfer Agent);
and preparing and filing tax reports other than the
Fund's income tax returns;
monitoring the qualifications of the Templeton Tax
Deferred Retirement Plans offered by the Fund; and
providing executive, clerical and secretarial help
needed to carry out these responsibilities.
For its services, the Business Manager receives a monthly
fee equal on an annual basis to 0.15% of the first $200,000,000
of the Fund's average daily net assets, reduced to 0.135%
annually of such assets in excess of $200,000,000, further
reduced to 0.1% annually of such net assets in excess of
$700,000,000, and further reduced to 0.075% annually of such net
assets in excess of $1,200,000,000. Since the Business Manager's
fee covers services often provided by investment advisers to
other funds, the Fund's combined expenses for advisory and
administrative services may be higher than those of other
investment companies. During the fiscal years ended August 31,
1994, 1993, and 1992, the Business Manager (and, prior to April
1, 1993, Templeton Funds Management, Inc., the previous business
manager) received business management fees of $1,567,336,
$1,270,208, and $1,217,003, respectively.
The Business Manager is relieved of liability to the Fund
for any act or omission in the course of its performance under
the Business Management Agreement, in the absence of willful
misfeasance, bad faith or gross negligence. The Business
Management Agreement may be terminated by the Fund at any time on
60 days' written notice without payment of penalty, provided that
such termination by the Fund shall be directed or approved by
vote of a majority of the Directors of the Fund in office at the
time or by vote of a majority of the outstanding voting
securities of the Fund and shall terminate automatically and
immediately in the event of its assignment.
Templeton Global Investors, Inc. is an indirect wholly owned
subsidiary of Franklin.
Custodian and Transfer Agent. The Chase Manhattan Bank,
N.A., serves as Custodian of the Fund's assets, which are
<PAGE>
maintained at the Custodian's principal office, MetroTech Center,
Brooklyn, New York 11245, and at the offices of its branches and
agencies throughout the world. The Custodian has entered into
agreements with foreign sub-custodians approved by the Directors
pursuant to Rule 17f-5 under the 1940 Act. The Custodian, its
branches and sub-custodians generally do not hold certificates
for the securities in their custody, but instead have book
records with domestic and foreign securities depositories, which
in turn have book records with transfer agents of the issuers of
the securities. Compensation for the services of the Custodian
is based on a schedule of charges agreed on from time to time.
Franklin Templeton Investor Services, Inc. serves as the
Fund's Transfer Agent. Services performed by the Transfer Agent
include processing purchase, transfer and redemption orders,
making dividend payments, capital gain distributions and
reinvestments, and handling routine communications with
Shareholders. The Transfer Agent receives from the Fund an
annual fee of $13.42 per Shareholder account plus out-of-pocket
expenses, such fee to be adjusted each year to reflect changes in
the Department of Labor Consumer Price Index.
Legal Counsel. Dechert Price & Rhoads, 1500 K Street, N.W.,
Washington, D.C. 20005, is legal counsel for the Fund.
Independent Accountants. The firm of McGladrey & Pullen,
555 Fifth Avenue, New York, New York 10017, serves as independent
accountants for the Fund. Its audit services comprise
examination of the Fund's financial statements and review of the
Fund's filings with the Securities and Exchange Commission and
the Internal Revenue Service.
Reports to Shareholders. The Fund's fiscal year ends on
August 31. Shareholders will be provided at least semiannually
with reports showing the Fund's portfolio and other information,
including an annual report with financial statements audited by
independent accountants.
BROKERAGE ALLOCATION
The Investment Management Agreement provides that the
Investment Manager is responsible for selecting members of
securities exchanges, brokers and dealers (such members, brokers
and dealers being hereinafter referred to as "brokers") for the
execution of the Fund's portfolio transactions consistent with
the Fund's brokerage policy and, when applicable, the negotiation
of commissions in connection therewith. All decisions and
placements are made in accordance with the following principles:
1. Purchase and sale orders are usually placed with
brokers who are selected by the Investment Manager as
able to achieve "best execution" of such orders. "Best
execution" shall mean prompt and reliable execution at
the most favorable securities price, taking into
account the other provisions hereinafter set forth.
<PAGE>
The determination of what may constitute best execution
and price in the execution of a securities transaction
by a broker involves a number of considerations,
including, without limitation, the overall direct net
economic result to the Fund (involving both price paid
or received and any commissions and other costs paid),
the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a
large block is involved, availability of the broker to
stand ready to execute possibly difficult transactions
in the future, and the financial strength and stability
of the broker. Such considerations are judgmental and
are weighed by the Investment Manager in determining
the overall reasonableness of brokerage commissions.
2. In selecting brokers for portfolio transactions, the
Investment Manager shall take into account its past
experience as to brokers qualified to achieve "best
execution," including brokers who specialize in any
foreign securities held by the Fund.
3. The Investment Manager is authorized to allocate
brokerage business to brokers who have provided
brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act
of 1934 (the "1934 Act"), for the Fund and/or other
accounts, if any, for which the Investment Manager
exercises investment discretion (as defined in Section
3(a)(35) of the 1934 Act), and, as to transactions as
to which fixed minimum commission rates are not
applicable, to cause the Fund to pay a commission for
effecting a securities transaction in excess of the
amount another broker would have charged for effecting
that transaction, if the Investment Manager determines
in good faith that such amount of commission is
reasonable in relation to the value of the brokerage
and research services provided by such broker, viewed
in terms of either that particular transaction or the
Investment Manager's overall responsibilities with
respect to the Fund and the other accounts, if any, as
to which it exercises investment discretion. In
reaching such determination, the Investment Manager is
not required to place or attempt to place a specific
dollar value on the research or execution services of a
broker or on the portion of any commission reflecting
either of said services. In demonstrating that such
determinations were made in good faith, the Investment
Manager shall be prepared to show that all commissions
were allocated and paid for purposes contemplated by
the Fund's brokerage policy; that research services
provide lawful and appropriate assistance to the
Investment Manager in the performance of its investment
decision-making responsibilities, and that the
commissions paid were within a reasonable range. The
determination that commissions were within a reasonable
<PAGE>
range shall be based on any available information as to
the level of commissions known to be charged by other
brokers on comparable transactions, but there shall be
taken into account the Fund's policies that (i)
obtaining a low commission is deemed secondary to
obtaining a favorable securities price, since it is
recognized that usually it is more beneficial to the
Fund to obtain a favorable price than to pay the lowest
commission; and (ii) the quality, comprehensiveness and
frequency of research studies which are provided for
the Fund and the Investment Manager are useful to the
Investment Manager in performing its advisory services
under its Investment Management Agreement with the
Fund. Research services provided by brokers are
considered to be in addition to, and not in lieu of,
services required to be performed by the Investment
Manager under its Investment Management Agreement.
Research furnished by brokers through whom the Fund
effects securities transactions may be used by the
Investment Manager for any of its accounts, and not all
such research may be used by the Investment Manager for
the Fund. When execution of portfolio transactions is
allocated to brokers trading on exchanges with fixed
brokerage commission rates, account may be taken of
various services provided by the broker.
4. Purchases and sales of portfolio securities within the
United States other than on a securities exchange are
executed with primary market makers acting as
principal, except where, in the judgment of the
Investment Manager, better prices and execution may be
obtained on a commission basis or from other sources.
5. Sales of the Fund's Shares (which shall be deemed to
also include shares of other companies registered under
the 1940 Act which have either the same investment
adviser or an investment adviser affiliated with the
Investment Manager) made by a broker are one factor
among others to be taken into account in recommending
and in deciding to allocate portfolio transactions
(including agency transactions, principal transactions,
purchases in underwritings or tenders in response to
tender offers) for the account of the Fund to that
broker; provided that the broker shall furnish "best
execution," as defined in paragraph 1 above, and that
such allocation shall be within the scope of the Fund's
other policies as stated above; and provided further,
that in every allocation made to a broker in which the
sale of Shares is taken into account there shall be no
increase in the amount of the commissions or other
compensation paid to such broker beyond a reasonable
commission or other compensation determined, as set
forth in paragraph 3 above, on the basis of best
execution alone or best execution plus research
<PAGE>
services, without taking account of or placing any
value upon such sale of Shares.
Insofar as known to management, no Director or Officer of
the Fund, nor the Investment Manager or Principal Underwriter or
any person affiliated with any of them, has any material direct
or indirect interest in any broker which may be employed by or on
behalf of the Fund. Franklin Templeton Distributors, Inc., the
Fund's Principal Underwriter, is a registered broker-dealer, but
it has never executed any purchase or sale transactions for the
Fund or participated in any commissions on any such transactions,
and has no intention of doing so in the future. The total
brokerage commissions on the Fund's portfolio transactions during
the fiscal years ended August 31, 1994, 1993, and 1992 (not
including any spreads or concessions on principal transactions)
were $3,802,000, $2,064,000, and $2,094,869, respectively. All
portfolio transactions are allocated to broker-dealers only when
their prices and execution, in the judgment of the Investment
Manager, are equal to the best available within the scope of the
Fund's policies. There is no fixed method used in determining
which broker-dealers receive which order or how many orders.
PURCHASE, REDEMPTION AND PRICING OF SHARES
The Prospectus describes the manner in which the Fund's
Shares may be purchased and redeemed. See "How to Buy Shares of
the Fund" and "How to Sell Shares of the Fund."
Net asset value per Share is determined as of the close of
business on the New York Stock Exchange, every Monday through
Friday (exclusive of national business holidays). The Fund's
offices will be closed, and net asset value will not be
calculated, on those days on which the New York Stock Exchange is
closed, which currently are: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Trading in securities on European and Far Eastern securities
exchanges and over-the-counter markets is normally completed well
before the close of business in New York on each day on which the
New York Stock Exchange is open. Trading of European or Far
Eastern securities generally, or in a particular country or
countries, may not take place on every New York business day.
Furthermore, trading takes place in various foreign markets on
days which are not business days in New York and on which the
Fund's net asset value is not calculated. The Fund calculates
net asset value per Share, and therefore effects sales,
redemptions and repurchases of its Shares, as of the close of the
New York Stock Exchange once on each day on which that Exchange
is open. Such calculation does not take place contemporaneously
with the determination of the prices of many of the portfolio
securities used in such calculation and if events occur which
materially affect the value of those foreign securities, they
will be valued at fair market value as determined by the
management and approved in good faith by the Board of Directors.
<PAGE>
The Board of Directors may establish procedures under which
the Fund may suspend the determination of net asset value for the
whole or any part of any period during which (1) the New York
Stock Exchange is closed other than for customary weekend and
holiday closings, (2) trading on the New York Stock Exchange is
restricted, (3) an emergency exists as a result of which disposal
of securities owned by the Fund is not reasonably practicable or
it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (4) for such other period as the
Securities and Exchange Commission may by order permit for the
protection of the holders of Shares.
Ownership and Authority Disputes. In the event of disputes
involving multiple claims of ownership or authority to control a
shareholder's account, the Fund has the right (but has no
obligation) to: (a) freeze the account and require the written
agreement of all persons deemed by the Fund to have a potential
property interest in the account, prior to executing instructions
regarding the account; or (b) interplead disputed funds or
accounts with a court of competent jurisdiction. Moreover, the
Fund may surrender ownership of all or a portion of an account to
the Internal Revenue Service in response to a Notice of Levy.
In addition to the special purchase plans described in the
Prospectus, other special purchase plans also are available:
Tax Deferred Retirement Plans. The Fund offers its
Shareholders the opportunity to participate in the following
types of retirement plans:
For individuals whether or not covered by other
qualified plans;
For simplified employee pensions;
For employees of tax-exempt organizations; and
For corporations, self-employed individuals and
partnerships.
Capital gains and income received by the foregoing plans
generally are exempt from taxation until distribution from the
plans. Investors considering participation in any such plan
should review specific tax laws relating thereto and should
consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Additional
information, including the fees and charges with respect to all
of these plans, is available upon request to the Principal
Underwriter. No distribution under a retirement plan will be
made until Templeton Funds Trust Company receives the
participant's election on IRS Form W-4P (available on request
from the Templeton Funds Trust Company) and such other
documentation as it deems necessary, as to whether or not U.S.
income tax is to be withheld from such distribution.
<PAGE>
Individual Retirement Account (IRA). All individuals
(whether or not covered by qualified private or governmental
retirement plans) may purchase Shares of the Fund pursuant to an
Individual Retirement Account. However, contributions to an IRA
by an individual who is covered by a qualified private or
governmental plan may not be tax-deductible depending on the
individual's income. Custodial services for Individual
Retirement Accounts are available through Templeton Funds Trust
Company. Disclosure statements summarizing certain aspects of
Individual Retirement Accounts are furnished to all persons
investing in such accounts, in accordance with Internal Revenue
Service regulations.
Simplified Employee Pensions (SEP-IRA). For employers who
wish to establish a simplified form of employee retirement
program investing in Shares of the Fund, there are available
Simplified Employee Pensions invested in IRA Plans. Details and
materials relating to these Plans will be furnished upon request
to the Principal Underwriter.
Retirement Plan for Employees of Tax-Exempt Organizations
(403(b)). Employees of public school systems and certain types
of charitable organizations may enter into a deferred
compensation arrangement for the purchase of Shares of the Fund
without being taxed currently on the investment. Contributions
which are made by the employer through salary reduction are
excludable from the gross income of the employee. Such deferred
compensation plans, which are intended to qualify under Section
403(b) of the Internal Revenue Code, are available through the
Principal Underwriter. Custodial services are provided by
Templeton Funds Trust Company.
Qualified Plan for Corporations, Self-Employed Individuals
and Partnerships. For employers who wish to purchase Shares of
the Fund in conjunction with employee retirement plans, there is
a prototype master plan which has been approved by the Internal
Revenue Service. A "Section 401(k) plan" is also available.
Templeton Funds Trust Company furnishes custodial services for
these plans. For further details, including custodian fees and
plan administration services, see the master plan and related
material which is available from the Principal Underwriter.
Letter of Intent. Purchasers who intend to invest $50,000
or more in Shares of the Fund or any other fund in the Franklin
Templeton Group within 13 months (whether in one lump sum or in
installments the first of which may not be less than 5% of the
total intended amount and each subsequent installment not less
than $25, including automatic investment and payroll deduction
plans), and to beneficially hold the total amount of such Shares
fully paid for and outstanding simultaneously for at least one
full business day before the expiration of that period, should
execute a Letter of Intent ("LOI") on the form provided in the
Application in the Prospectus. Payment for not less than 5% of
the total intended amount must accompany the executed LOI. Those
<PAGE>
Shares purchased with the first 5% of the intended amount stated
in the LOI will be held as "Escrowed Shares" for as long as the
LOI remains unfulfilled. Although the Escrowed Shares are
registered in the investor's name, his full ownership of them is
conditional upon fulfillment of the LOI. No Escrowed Shares can
be redeemed by the investor for any purpose until the LOI is
fulfilled or terminated. If the LOI is terminated for any reason
other than fulfillment, the Transfer Agent will redeem that
portion of the Escrowed Shares required and apply the proceeds to
pay any adjustment that may be appropriate to the sales
commission on all Shares (including Escrowed Shares) already
purchased under the LOI and apply any unused balance to the
investor's account. The LOI is not a binding obligation to
purchase any amount of Shares, but its execution will result in
the purchaser paying a lower sales charge at the appropriate
quantity purchase level. A purchase not originally made pursuant
to an LOI may be included subsequently under an LOI executed
within 90 days of such purchase (with sales charge adjustment to
be made at the end of 13 months from the effective date of such
subsequent LOI at the net asset value per Share then in effect,
unless the investor makes an earlier written request to the
Principal Underwriter upon fulfilling the purchase of Shares
under the LOI). In addition, the aggregate value of any Shares
purchased prior to the 90-day period referred to above may be
applied to purchases under a current LOI in fulfilling the total
intended purchases under the LOI. However, no adjustment of
sales charges previously paid on purchases prior to the 90-day
period will be made.
TAX STATUS
The Fund intends normally to pay a dividend at least once
annually representing substantially all of its net investment
income (which includes, among other items, dividends and
interest) and to distribute at least annually any realized
capital gains. By so doing and meeting certain diversification
of assets and other requirements of the Internal Revenue Code of
1986, as amended (the "Code"), the Fund intends to qualify
annually as a regulated investment company under the Code. The
status of the Fund as a regulated investment company does not
involve government supervision of management or of its investment
practices or policies. As a regulated investment company, the
Fund generally will be relieved of liability for United States
Federal income tax on that portion of its net investment income
and net realized capital gains which it distributes to its
Shareholders. Amounts not distributed on a timely basis in
accordance with a calendar year distribution requirement also are
subject to a nondeductible 4% excise tax. To prevent application
of the excise tax, the Fund intends to make distributions in
accordance with the calendar year distribution requirement.
Dividends of net investment income and net short-term
capital gains are taxable to Shareholders as ordinary income.
Distributions of net investment income may be eligible for the
corporate dividends-received deduction to the extent attributable
<PAGE>
to the Fund's qualifying dividend income. However, the
alternative minimum tax applicable to corporations may reduce the
benefit of the dividends-received deduction. Distributions of
net capital gains (the excess of net long-term capital gains over
net short-term capital losses) designated by the Fund as capital
gain dividends are taxable to Shareholders as long-term capital
gains, regardless of the length of time the Fund's Shares have
been held by a Shareholder, and are not eligible for the
dividends-received deduction. All dividends and distributions
are taxable to Shareholders, whether or not reinvested in Shares
of the Fund. Shareholders will be notified annually as to the
Federal tax status of dividends and distributions they receive
and any tax withheld thereon.
Distributions by the Fund reduce the net asset value of the
Fund Shares. Should a distribution reduce the net asset value
below a Shareholder's cost basis, the distribution nevertheless
would be taxable to the Shareholder as ordinary income or capital
gain as described above, even though, from an investment
standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax
implication of buying Shares just prior to a distribution by the
Fund. The price of Shares purchased at that time includes the
amount of the forthcoming distribution, but the distribution will
generally be taxable to them.
The Fund may invest in stocks of foreign companies that are
classified under the Code as passive foreign investment companies
("PFICs"). In general, a foreign company is classified as a PFIC
if at least one-half of its assets constitute investment-type
assets or 75% or more of its gross income is investment-type
income. Under the PFIC rules, an "excess distribution" received
with respect to PFIC stock is treated as having been realized
ratably over the period during which the Fund held the PFIC
stock. The Fund itself will be subject to tax on the portion, if
any, of the excess distribution that is allocated to the Fund's
holding period in prior taxable years (and an interest factor
will be added to the tax, as if the tax had actually been payable
in such prior taxable years) even though the Fund distributes the
corresponding income to Shareholders. Excess distributions
include any gain from the sale of PFIC stock as well as certain
distributions from a PFIC. All excess distributions are taxable
as ordinary income.
The Fund may be able to elect alternative tax treatment with
respect to PFIC stock. Under an election that currently may be
available, the Fund generally would be required to include in its
gross income its share of the earnings of a PFIC on a current
basis, regardless of whether any distributions are received from
the PFIC. If this election were made, the special rules,
discussed above, relating to the taxation of excess
distributions, would not apply. In addition, another election
may be available that would involve marking to market the Fund's
PFIC shares at the end of each taxable year (and on certain other
dates prescribed in the Code), with the result that unrealized
<PAGE>
gains are treated as though they were realized. If this election
were made, tax at the fund level under the PFIC rules would
generally be eliminated, but the Fund could, in limited
circumstances, incur nondeductible interest charges. The Fund's
intention to qualify annually as a regulated investment company
may limit its elections with respect to PFIC shares.
Because the application of the PFIC rules may affect, among
other things, the character of gains, the amount of gain or loss
and the timing of the recognition of income with respect to PFIC
stock, as well as subject the Fund itself to tax on certain
income from PFIC stock, the amount that must be distributed to
Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not invest in PFIC
stock.
Income received by the Fund from sources within foreign
countries may be subject to withholding and other income or
similar taxes imposed by such countries. If more than 50% of the
value of the Fund's total assets at the close of its taxable year
consists of securities of foreign corporations, the Fund will be
eligible and intends to elect to "pass through" to the Fund's
Shareholders the amount of foreign taxes paid by the Fund.
Pursuant to this election, a Shareholder will be required to
include in gross income (in addition to taxable dividends
actually received) his pro rata share of the foreign taxes paid
by the Fund, and will be entitled either to deduct (as an
itemized deduction) his pro rata share of foreign income and
similar taxes in computing his taxable income or to use it as a
foreign tax credit against his U.S. Federal income tax liability,
subject to limitations. No deduction for foreign taxes may be
claimed by a Shareholder who does not itemize deductions, but
such a Shareholder may be eligible to claim the foreign tax
credit (see below). Each Shareholder will be notified within 60
days after the close of the Fund's taxable year whether the
foreign taxes paid by the Fund will "pass through" for that year.
Generally, a credit for foreign taxes is subject to the
limitation that it may not exceed the Shareholder's U.S. tax
attributable to his foreign source taxable income. For this
purpose, if the pass-through election is made, the source of the
Fund's income flows through to its Shareholders. With respect to
the Fund, gains from the sale of securities will be treated as
derived from U.S. sources and certain currency fluctuation gains,
including fluctuation gains from foreign currency denominated
debt securities, receivables and payables, will be treated as
ordinary income derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source
passive income (as defined for purposes of the foreign tax
credit), including the foreign source passive income passed
through by the Fund. Shareholders may be unable to claim a
credit for the full amount of their proportionate share of the
foreign taxes paid by the Fund. Foreign taxes may not be
deducted in computing alternative minimum taxable income and the
<PAGE>
foreign tax credit can be used to offset only 90% of the
alternative minimum tax (as computed under the Code for purposes
of this limitation) imposed on corporations and individuals. If
the Fund is not eligible to make the election to "pass through"
to its Shareholders its foreign taxes, the foreign income taxes
it pays generally will reduce investment company taxable income
and the distributions by the Fund will be treated as United
States source income.
Under the Code, gains or losses attributable to fluctuations
in foreign currency exchange rates, which occur between the time
the Fund accrues income or other receivables or accrues expenses
or other liabilities denominated in a foreign currency and the
time the Fund actually collects such receivables or pays such
liabilities, generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated
in a foreign currency, gains or losses attributable to
fluctuations in the value of foreign currency between the date of
acquisition of the security and the date of disposition also are
treated as ordinary gain or loss. These gains and losses,
referred to under the Code as "section 988" gains and losses, may
increase or decrease the amount of the Fund's net investment
income to be distributed to its Shareholders as ordinary income.
For example, fluctuations in exchange rates may increase the
amount of income that the Fund must distribute in order to
qualify for treatment as a regulated investment company and to
prevent application of an excise tax on undistributed income.
Alternatively, fluctuations in exchange rates may decrease or
eliminate income available for distribution. If section 988
losses exceed other net investment income during a taxable year,
the Fund would not be able to make ordinary dividend
distributions, or distributions made before the losses were
realized would be recharacterized as a return of capital to
Shareholders for Federal income tax purposes, rather than as an
ordinary dividend, reducing each Shareholder's basis in his Fund
Shares.
Upon the sale or exchange of his Shares, a Shareholder will
realize a taxable gain or loss depending upon his basis in the
Shares. Such gain or loss will be treated as capital gain or
loss if the Shares are capital assets in the Shareholder's hands,
and generally will be long-term if the Shareholder's holding
period for the Shares is more than one year and generally
otherwise will be short-term. Any loss realized on a sale or
exchange will be disallowed to the extent that the Shares
disposed of are replaced (including replacement through the
reinvesting of dividends and capital gain distributions in the
Fund) within a period of 61 days beginning 30 days before and
ending 30 days after the disposition of the Shares. In such a
case, the basis of the Shares acquired will be adjusted to
reflect the disallowed loss. Any loss realized by a Shareholder
on the sale of Fund Shares held by the Shareholder for six months
or less will be treated for Federal income tax purposes as a
long-term capital loss to the extent of any distributions of
<PAGE>
long-term capital gains received by the Shareholder with respect
to such Shares.
In some cases, Shareholders will not be permitted to take
sales charges into account for purposes of determining the amount
of gain or loss realized on the disposition of their Shares.
This prohibition generally applies where (1) the Shareholder
incurs a sales charge in acquiring the stock of a regulated
investment company, (2) the stock is disposed of before the 91st
day after the date on which it was acquired, and (3) the
Shareholder subsequently acquires Shares of the same or another
regulated investment company and the otherwise applicable sales
charge is reduced or eliminated under a "reinvestment right"
received upon the initial purchase of shares of stock. In that
case, the gain or loss recognized will be determined by excluding
from the tax basis of the Shares exchanged all or a portion of
the sales charge incurred in acquiring those Shares. This
exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired Shares is reduced
as a result of having incurred a sales charge initially. Sales
charges affected by this rule are treated as if they were
incurred with respect to the stock acquired under the
reinvestment right. This provision may be applied to successive
acquisitions of shares of stock.
The Fund generally will be required to withhold Federal
income tax at a rate of 31% ("backup withholding") from dividends
paid, capital gain distributions, and redemption proceeds to
Shareholders if (1) the Shareholder fails to furnish the Fund
with the Shareholder's correct taxpayer identification number or
social security number and to make such certifications as the
Fund may require, (2) the Internal Revenue Service notifies the
Shareholder or the Fund that the Shareholder has failed to report
properly certain interest and dividend income to the Internal
Revenue Service and to respond to notices to that effect, or
(3) when required to do so, the Shareholder fails to certify that
he is not subject to backup withholding. Any amounts withheld
may be credited against the Shareholder's Federal income tax
liability.
Ordinary dividends and taxable capital gain distributions
declared in October, November, or December with a record date in
such a month and paid during the following January will be
treated as having been paid by the Fund and received by
Shareholders on December 31 of the calendar year in which
declared, rather than the calendar year in which the dividends
are actually received.
Distributions also may be subject to state, local and
foreign taxes. U.S. tax rules applicable to foreign investors
may differ significantly from those outlined above. Shareholders
are advised to consult their own tax advisers for details with
respect to the particular tax consequences to them of an
investment in the Fund.
<PAGE>
PRINCIPAL UNDERWRITER
Franklin Templeton Distributors, Inc. ("FTD" or the
"Principal Underwriter"), 700 Central Avenue, P.O. Box 33030, St.
Petersburg, Florida 33733-8030, toll free telephone (800) 237-
0738, is the Principal Underwriter of the Fund's Shares. FTD is
a wholly owned subsidiary of Franklin.
The Fund, pursuant to Rule 12b-1 under the 1940 Act, has
adopted a Distribution Plan (the "Plan"). Under the Plan, the
Fund may reimburse the Principal Underwriter monthly (subject to
a limit of 0.25% per annum of the Fund's average daily net
assets) for FTD's costs and expenses in connection with any
activity which is primarily intended to result in the sale of
Fund Shares. Payments to FTD could be for various types of
activities, including (1) payments to broker-dealers who provide
certain services of value to the Fund's Shareholders (sometimes
referred to as a "trail fee"); (2) reimbursement of expenses
relating to selling and servicing efforts or of organizing and
conducting sales seminars; (3) payments to employees or agents of
the Principal Underwriter who engage in or support distribution
of Shares; (4) payment of the costs of preparing, printing and
distributing Prospectuses and reports to prospective investors
and of printing and advertising expenses; (5) payment of dealer
commissions and wholesaler compensation in connection with sales
of Fund Shares exceeding $1 million (on which the Fund imposes no
initial sales charge) and interest or carrying charges in
connection therewith; and (6) such other similar services as the
Fund's Board of Directors determines to be reasonably calculated
to result in the sale of Shares. Under the Plan, the costs and
expenses not reimbursed in any one given month (including costs
and expenses not reimbursed because they exceed the limit of
0.25% per annum of the Fund's average daily net assets) may be
reimbursed in subsequent months or years.
During the fiscal year ended August 31, 1994, FTD incurred
costs and expenses of $3,482,933 in connection with distribution
of the Fund's Shares. During the same period, the Fund made
reimbursements pursuant to the Plan in the amount of $3,286,834.
As indicated above, unreimbursed expenses, which amount to
$196,099, may be reimbursed by the Fund during the fiscal year
ending August 31, 1995 or in subsequent years. In the event that
the Plan is terminated, the Fund will not be liable to FTD for
any unreimbursed expenses that had been carried forward from
previous months or years. During the fiscal year ended August
31, 1994, FTD spent, pursuant to the Plan, the following amounts
on: compensation to dealers, $2,144,449; sales promotion,
$136,499; printing, $140,061; advertising, $1,039,808; and
wholesale costs and expenses, $22,116.
The Underwriting Agreement provides that the Principal
Underwriter will use its best efforts to maintain a broad and
continuous distribution of the Fund's Shares among bona fide
investors and may sign selling agreements with responsible
dealers, as well as sell to individual investors. The Shares are
<PAGE>
sold only at the Offering Price in effect at the time of sale,
and the Fund receives not less than the full net asset value of
the Shares sold. The discount between the Offering Price and the
net asset value may be retained by the Principal Underwriter or
it may reallow all or any part of such discount to dealers. In
the fiscal years ended August 31, 1994, 1993, and 1992, FTD (and,
prior to June 1, 1993, Templeton Funds Distributor, Inc.)
retained of such discount $752,231, $625,039, and $746,505, or
approximately 16.88%, 20.10%, and 15.09%, of the gross sales
commissions for those years, respectively. The Principal
Underwriter in all cases buys Shares from the Fund acting as
principal for its own account. Dealers generally act as
principal for their own account in buying Shares from the
Principal Underwriter. No agency relationship exists between any
dealer and the Fund or the Principal Underwriter.
The Underwriting Agreement provides that the Fund shall pay
the costs and expenses incident to registering and qualifying its
Shares for sale under the Securities Act of 1933 and under the
applicable Blue Sky laws of the jurisdictions in which the
Principal Underwriter desires to distribute such Shares, and for
preparing, printing and distributing reports to Shareholders.
The Principal Underwriter pays for the cost of printing
additional copies of Prospectuses and reports to Shareholders
used for selling purposes. (The Fund pays costs of preparation,
set-up and initial supply of the Fund's Prospectus for existing
Shareholders.)
The Underwriting Agreement is subject to renewal from year
to year in accordance with the provisions of the 1940 Act and
terminates automatically in the event of its assignment. The
Underwriting Agreement may be terminated without penalty by
either party on 60 days' written notice to the other, provided
termination by the Fund shall be approved by the Board of
Directors or a majority (as defined in the 1940 Act) of the
Shareholders. The Principal Underwriter is relieved of liability
for any act or omission in the course of its performance of the
Underwriting Agreement, in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its
obligations.
The Underwriting Agreement provides that FTD shall be
Principal Underwriter of the Shares of the Fund throughout the
world. The Fund has entered into a non-exclusive underwriting
agreement with Noramco (Europa) A.G. ("Noramco"), whose office
address is P.O. Box 470, Aeulestrasse 5, FL-9490 Vaduz,
Liechtenstein, as principal underwriter for sale of the Shares in
Germany, Luxembourg, The Netherlands, Liechtenstein, Switzerland,
and Austria. The Fund has also entered into a non-exclusive
underwriting agreement with Templeton Global Strategic Services
S.A. ("Templeton Strategic Services"), whose office address is
Centre Neuberg, 30 Grand Rue, L-1660 Luxembourg, as principal
underwriter for sale of the Shares in all countries in Europe
including those countries for which Noramco serves as
underwriter. The terms of the underwriting agreements with
<PAGE>
Templeton Strategic Services and Noramco are substantially
similar to those of the Underwriting Agreement with FTD.
Templeton Strategic Services is an indirect wholly owned
subsidiary of Franklin. During the fiscal year ended August 31,
1994, Templeton Strategic Services retained $19,981 in sales
commissions in connection with sales in its territories and
Noramco retained $58,139 in sales commissions in connection with
sales in its territories.
FTD is the principal underwriter for the other Templeton
Funds.
DESCRIPTION OF SHARES
The Shares have non-cumulative voting rights so that the
holders of a plurality of the Shares voting for the election of
Directors at a meeting at which 50% of the outstanding Shares are
present can elect all the Directors and, in such event, the
holders of the remaining Shares voting for the election of
Directors will not be able to elect any person or persons to the
Board of Directors.
PERFORMANCE INFORMATION
The Fund may, from time to time, include its total return in
advertisements or reports to Shareholders or prospective
investors. Quotations of average annual total return for the
Fund will be expressed in terms of the average annual compounded
rate of return for periods in excess of one year or the total
return for periods less than one year of a hypothetical
investment in the Fund over periods of one, five and ten years
(up to the life of the Fund) calculated pursuant to the following
formula: P(1 + T)n = ERV (where P = a hypothetical initial
payment of $1,000, T = the average annual total return for
periods of one year or more or the total return for periods of
less than one year, n = the number of years, and ERV = the ending
redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). All total return figures reflect the
deduction of the maximum initial sales charge and deduction of a
proportional share of Fund expenses on an annual basis, and
assume that all dividends and distributions are reinvested when
paid. The Fund's average annual total return for the one-, five-
and ten-year periods ended August 31, 1994 was 5.81%, 8.47%, and
12.68%, respectively.
Performance information for the Fund may be compared, in
reports and promotional literature, to: (i) the S&P's 500 Stock
Index, Dow Jones Industrial Average, or other unmanaged indices
so that investors may compare the Fund's results with those of a
group of unmanaged securities widely regarded by investors as
representative of the securities market in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds by
overall performance, investment objectives and assets, or tracked
by other services, companies, publications, or persons who rank
<PAGE>
mutual funds on overall performance or other criteria; and (iii)
the Consumer Price Index (measure for inflation) to assess the
real rate of return from an investment in the Fund. Unmanaged
indices may assume the reinvestment of dividends but generally do
not reflect deductions for administrative and management costs
and expenses.
Performance information for the Fund reflects only the
performance of a hypothetical investment in the Fund during the
particular time period on which the calculations are based.
Performance information should be considered in light of the
Fund's investment objective and policies, characteristics and
quality of the portfolio and the market conditions during the
given time period, and should not be considered as a
representation of what may be achieved in the future.
From time to time, the Fund and the Investment Manager may
also refer to the following information:
(1) The Investment Manager's and its affiliates' market share of
international equities managed in mutual funds prepared or
published by Strategic Insight or a similar statistical
organization.
(2) The performance of U.S. equity and debt markets relative to
foreign markets prepared or published by Morgan Stanley
Capital International or a similar financial organization.
(3) The capitalization of U.S. and foreign stock markets as
prepared or published by the International Finance Corp.,
Morgan Stanley Capital International or a similar financial
organization.
(4) The geographic distribution of the Fund's portfolio.
(5) The gross national product and populations, including age
characteristics, of various countries as published by
various statistical organizations.
(6) To assist investors in understanding the different returns
and risk characteristics of various investments, the Fund
may show historical returns of various investments and
published indices (e.g., Ibbotson Associates, Inc. Charts
and Morgan Stanley EAFE - Index).
(7) The major industries located in various jurisdictions as
published by the Morgan Stanley Index.
(8) Rankings by DALBAR Surveys, Inc. with respect to mutual fund
shareholder services.
(9) Allegorical stories illustrating the importance of
persistent long-term investing.
<PAGE>
(10) The Fund's portfolio turnover rate and its ranking relative
to industry standards as published by Lipper Analytical
Services, Inc. or Morningstar, Inc.
(11) A description of the Templeton organization's investment
management philosophy and approach, including its worldwide
search for undervalued or "bargain" securities and its
diversification by industry, nation and type of stocks or
other securities.
(12) Quotations from the Templeton organization's founder, Sir
John Templeton*, advocating the virtues of diversification
and long-term investing, including the following:
"Never follow the crowd. Superior performance is
possible only if you invest differently from the
crowd."
"Diversify by company, by industry and by
country."
"Always maintain a long-term perspective."
"Invest for maximum total real return."
"Invest - don't trade or speculate."
"Remain flexible and open-minded about types of
investment."
"Buy low."
"When buying stocks, search for bargains among
quality stocks."
"Buy value, not market trends or the economic
outlook."
"Diversify. In stocks and bonds, as in much else,
there is safety in numbers."
"Do your homework or hire wise experts to help
you."
"Aggressively monitor your investments."
"Don't panic."
"Learn from your mistakes."
* Sir John Templeton, who currently serves as Chairman of the
Fund's Board, is not involved in investment decisions, which are
made by the Fund's Investment Manager.
<PAGE>
"Outperforming the market is a difficult task."
"An investor who has all the answers doesn't even
understand all the questions."
"There's no free lunch."
"And now the last principle: Do not be fearful or
negative too often."
In addition, the Fund and the Investment Manager may also
refer to the number of shareholders in the Fund or the aggregate
number of shareholders in the Franklin Templeton Group of Funds
or the dollar amount of fund and private account assets under
management in advertising materials.
FINANCIAL STATEMENTS
The financial statements contained in the Fund's 1994 Annual
Report to Shareholders are incorporated herein by reference.
<PAGE>
