SUPPLEMENT TO THE PROSPECTUS
Prospectus dated May 1, 1996
Templeton Stock Fund
Templeton Asset Allocation Fund
On December 3, 1996, the Trust's Board of Trustees approved new investment
management agreements (the "Proposed Agreements") between the 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 Stock 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
