SUPPLEMENT TO THE PROSPECTUS
Templeton International Fund
Prospectus dated May 1, 1996
(as supplemented September 15, 1996)
Templeton Asset Allocation Fund
Templeton Stock 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, Templeton Stock 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 and Templeton Stock Fund, 0.75% up to $200
million, 0.585% up to $1.3 billion, and 0.60% over $1.3 billion; and 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
