SUPPLEMENT TO THE PROSPECTUS
Templeton International Fund
Prospectus dated May 1, 1996
(as amended September 15, 1996)
Templeton Asset Allocation Fund
Prospectus dated May 1, 1996
On December 3, 1996, the Trust's Board of Trustees approved new investment
management agreements (the "Proposed Agreements") between the Templeton
International Fund and Templeton Asset Allocation Fund, respectively, and their
investment manager, Templeton Investment Counsel, Inc. ("TICI"), subject to
shareholder approval. Shareholders of record as of the close of business on
December 9, 1996 are entitled to vote at the February 10, 1997 shareholders
meeting. The Proposed Agreements provide for an increase in the rate of the
investment management fee payable by each Fund to TICI as follows: Templeton
International Fund, 0.75% up to $200 million, 0.585% up to $1.3 billion, and
0.60% over $1.3 billion; Templeton Asset Allocation Fund, .65% up to $200
million, .585% up to $1.3 billion, and .52% over $1.3 billion (based on average
daily net assets of each Fund).
If approved by the shareholders, the Proposed Agreements would be effective on
May 1, 1997.
ANY INVESTMENTS IN THE FUNDS PRIOR TO MAY 1, 1997 WILL BE AFFECTED AFTER MAY 1,
1997 BY THE INCREASED INVESTMENT ADVISORY FEE IF THE PROPOSED AGREEMENTS ARE
APPROVED BY THE SHAREHOLDERS.
December 13, 1996
