FRANKLIN VALUEMARK FUNDS, 485BPOS, 1997-04-30

FRANKLIN VALUEMARK FUNDS
485BPOS, 1997-04-30

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997.

File Nos.
33-23493
811-5583
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. (X)

Post-Effective Amendment No. 23

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 24

FRANKLIN VALUEMARK FUNDS
(Exact Name of Registrant as Specified in Charter)

777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404 (Address of
Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code:(415) 312-2000

HARMON E. BURNS, 777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Name and Address of Agent for Service of Process)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on [date] pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on [date] pursuant to paragraph (a)(2)of Rule 485

If appropriate, check the following box:
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Declaration Pursuant to Rule 24f-2. The issuer has registered an
indefinite number or amount of securities under the Securities Act of 1933
pursuant to Rule 24(f)(2) under the Investment Company Act of 1940. The
Rule 24f-2 Notice for the issuer's most recent fiscal year was filed on
February 26, 1997.

FRANKLIN VALUEMARK FUNDS
CROSS REFERENCE SHEET
FORM N-1A

Part A: Information Required in Prospectus

N-1A Location in
Item No. Item Registration Statement

1. Cover Page Cover Page

2. Synopsis Not Applicable

3. Condensed Financial "Financial Highlights"
Information

4. General Description "Summary of Fund Objectives";
"Introduction"; "General Investment
Considerations"; "Fund Investment
Objectives and Policies"; "Highlighted
Risk Considerations"; "Investment
Methods and Risks Common to More than
One Fund"; "Investment Restrictions";
"General Information"

5. Management of the Fund "Management Services and Fees"

5A. Management's Discussion of Contained in Registrant's Annual
Fund Performance Report to Shareholders

6. Capital Stock and Other "Income Dividends and Capital Gains
Securities Distributions Distributions"; "Tax
Considerations"; "General Information"

7. Purchase of Securities "Purchase, Redemption, and Exchange of
Being Offered Shares"; "Determination of Net Asset
Value"

8. Redemption or Repurchase "Purchase, Redemption, and Exchange of
Shares"; "How the Trust Measures
Performance"; "General Information"

9. Pending Legal Proceedings Not Applicable

FRANKLIN VALUEMARK FUNDS
CROSS REFERENCE SHEET
FORM N-1A

Part B: Information Required in
Statement of Additional Information

N-1A Location in
Item No. Item Registration Statement

10. Cover Page Cover Page

11. Table of Contents Contents

12. General Information "Introduction, (See also "Introduction";
and History and "General Information" in the
Prospectus)"; "Additional Information"

13. Fund Investment "Fund Investment Objectives and Policies"
Objectives and "Highlighted Risk Considerations";
Policies "Investment Methods and Risks Common to
More Than One Fund"; "Fundamental Investment
Restrictions"; "Non- Fundamental Investment
Restrictions"; (See also "Fund Investment
Objectives and Policies"; "Highlighted Risk
Considerations"; "Investment Methods and
Risks Common to More Than One Fund" in the
Prospectus)

14. Management of the Fund "Officers and Trustees"

15. Control Persons and "Officers and Trustees"
Principal Holders of
Securities

16. Investment Advisory "Investment Management and Other
and Other Services Services", (See also "Management" in the
Prospectus)"; "Additional Information"

17. Brokerage Allocation "Policies Regarding Brokers Used on
Securities Transactions"

18. Capital Stock and "Introduction"; (See also "Introduction"
Other Securities and "General Information" in the
Prospectus)

19. Purchase, Redemption "Additional Information Regarding
and Pricing of Valuation and Redemption of Shares of the
Securities Being Funds"; (See also "Purchase Redemption
Offered and Exchange of Shares" and
"Determination of Net Asset Value" in the
Prospectus)

20. Tax Status "Additional Information" (See also "Tax
Considerations" in the Prospectus)

21. Underwriters Not Applicable

22. Calculation of "How the Trust Measures Performance"
Performance Data

23. Financial Statements Financial Statements

Franklin Valuemark Funds

PROSPECTUS May 1, 1997

777 Mariners Island Blvd., P.O. Box 7777

San Mateo, CA 94403-7777 1-800/342-3863

Franklin Valuemark Funds (the "Trust") is an investment company, organized as
a Massachusetts business trust, and consisting of twenty-three separate
investment portfolios or funds (the "Fund" or "Funds"), each of which has
different investment objectives. Shares of the Funds are sold only to
insurance company separate accounts to fund the benefits of variable life
insurance policies or variable annuity contracts owned by their respective
policyholders or contractholders. Certain Funds may not be available in
connection with a particular policy or contract or in a particular state.
Investors should consult the separate account prospectus of the specific
insurance product that accompanies this Trust prospectus for information on
any applicable restrictions or limitations with respect to a separate
account's investments in the Funds.

This Prospectus contains information that investors should know before
investing in these Funds, including the risks associated with investing in
each Fund. Please keep it for future reference. The Trust has a Statement of
Additional Information ("SAI") dated May 1, 1997, which may be amended from
time to time. It contains more information about the Fund's procedures and
policies. It has been filed with the Securities and Exchange Commission and
is incorporated by reference into this prospectus. For a free copy, call
1-800/342-3863 or write the Trust at the address shown.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES OR INSURANCE COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES OR INSURANCE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Shares of the Funds are not deposits or obligations of, or guaranteed or
endorsed by, any bank; and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency of the
U.S. Government. Shares of the Funds involve investment risks, including the
possible loss of principal.

This prospectus is not an offering of the securities herein described in any
state, jurisdiction or country, in which the offering is unauthorized. No
sales representative, dealer, or other person is authorized to give any
information or make any representations other than those contained in this
prospectus.

SUMMARY OF FUND OBJECTIVES

FUND SEEKING STABILITY OF PRINCIPAL AND INCOME

Money Market Fund ("Money Fund")1 seeks high current income, consistent with
capital preservation and liquidity. The Fund will pursue its objective by
investing exclusively in high quality money market instruments. An investment
in the Money Market Fund is neither insured nor guaranteed by the U.S.
Government. The Fund attempts to maintain a stable net asset value of $1.00
per share, although no assurances can be given that the Fund will be able to
do so.

FUNDS SEEKING CURRENT INCOME

High Income Fund2 seeks a high level of current income, with capital
appreciation as a secondary objective, by investing in debt obligations and
dividend-paying common and preferred stocks. Debt obligations include high
yield, high risk, lower rated obligations (commonly referred to as "junk
bonds") which involve increased risks related to the creditworthiness of
their issuers.

Templeton Global Income Securities Fund ("Global Income Fund")1 seeks a high
level of current income, consistent with preservation of capital, with
capital appreciation as a secondary consideration, through investing in
foreign and domestic debt obligations, including up to 25% in high yield,
high risk, lower rated debt obligations (commonly referred to as "junk
bonds"), and related currency transactions. Investing in a non-diversified
fund of global securities, including those of developing markets issuers,
involves increased susceptibility to the special risks associated with
foreign investing.

U.S. Government Securities Fund ("Government Fund") seeks current income and
safety of capital by investing exclusively in obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities.

Zero Coupon Funds, 2000, 2005, 2010, seek a high investment return consistent
with the preservation of capital, by investing primarily in zero coupon
securities. In response to interest rate changes, these securities may
experience greater fluctuations in market value than interest-paying
securities of similar maturities. The Funds may not be appropriate for
short-term investors or those who intend to withdraw money before the
maturity date.

FUNDS SEEKING GROWTH AND INCOME

Growth and Income Fund1 seeks capital appreciation, with current income
return as a secondary objective, by investing primarily in U.S. common
stocks, securities convertible into common stocks, and preferred stocks. The
Fund may invest in foreign securities.

Income Securities Fund1,2 seeks to maximize income while maintaining
prospects for capital appreciation by investing primarily in a diversified
portfolio of domestic debt obligations and/or equity securities. Debt
obligations include high yield, high risk, lower rated obligations (commonly
referred to as "junk bonds") which involve increased risks related to the
creditworthiness of their issuers. The Fund may invest in foreign securities.

Mutual Shares Securities Fund ("Mutual Shares Fund")1,2 seeks capital
appreciation, with income as a secondary objective. The Fund invests
primarily in domestic equity securities trading at prices below their
intrinsic values. The Fund may also invest in securities of companies
involved in corporate restructuring, mergers, bankruptcies and liquidations,
as well as debt securities of any quality including "junk bonds," and
defaulted securities, all of which involve increased risks related to the
creditworthiness of their issuers.

Real Estate Securities Fund ("Real Estate Fund") seeks capital appreciation,
with current income return as a secondary objective, by concentrating its
investments in publicly traded securities of U.S. companies in the real
estate industry.

Rising Dividends Fund seeks capital appreciation, primarily through
investment in the equity securities of companies that have paid consistently
rising dividends over the past ten years. Preservation of capital is also an
important consideration. The Fund seeks current income incidental to capital
appreciation.

Templeton Global Asset Allocation Fund ("Asset Allocation Fund")1 seeks a
high level of total return through a flexible policy of investing in equity
securities, debt obligations, including up to 25% in high yield, high risk,
lower rated debt obligations (commonly referred to as "junk bonds"), and
money market instruments of issuers in any nation, including developing
markets nations. The mix of investments among the three market segments will
be adjusted in an attempt to capitalize on the total return potential
produced by changing economic conditions throughout the world. Foreign
investing involves special risks.

Utility Equity Fund ("Utility Fund")1 seeks both capital appreciation and
current income by investing primarily in securities of domestic issuers
engaged in the public utilities industry. The Fund may invest in foreign
securities.

FUNDS SEEKING CAPITAL GROWTH

Capital Growth Fund ("Growth Fund")1 seeks capital appreciation, with current
income as a secondary consideration. The Fund invests primarily in equity
securities, including common stocks and securities convertible into common
stocks.

Mutual Discovery Securities Fund ("Mutual Discovery Fund")1,2 seeks capital
appreciation. The Fund invests primarily in domestic and foreign equity
securities, including securities of small capitalization companies, trading
at prices below their intrinsic values. The Fund may also invest in
securities of companies involved in corporate restructuring, mergers,
bankruptcies and liquidations, as well as debt securities of any quality
including "junk bonds," and defaulted securities, all of which involve
increased risks related to the creditworthiness of their issuers. Foreign
investing involves special risks.

Natural Resources Securities Fund ("Natural Resources Fund")1 seeks capital
appreciation with current income as a secondary objective, by concentrating
its investments in securities issued by companies in or related to the
natural resources sector. Prior to May 1, 1997, the Fund was named the
Precious Metals Fund and had different investment objectives and policies.

Small Cap Fund1 seeks long-term capital growth. The Fund seeks to accomplish
its objective by investing primarily in equity securities of small
capitalization growth companies. The Fund may also invest in foreign
securities, including those of developing markets issuers. Because of the
Fund's investments in small capitalization companies, an investment in the
Fund may involve greater risks and higher volatility.

Templeton Developing Markets Equity Fund ("Developing Markets Fund")1 seeks
long-term capital appreciation. The Fund seeks to achieve this objective by
investing primarily in equities of issuers in countries having developing
markets. The Fund is subject to the heightened foreign securities investment
risks that accompany foreign developing markets and an investment in the Fund
may be considered speculative.

Templeton Global Growth Fund ("Global Growth Fund")1 seeks long-term capital
growth. The Fund hopes to achieve its objective through a flexible policy of
investing in stocks and debt obligations of companies and governments of any
nation, including developing markets. The realization of income, if any, is
only incidental to accomplishment of the Fund's objective of long-term
capital growth. Foreign investing involves special risks.

Templeton International Equity Fund ("International Equity Fund")1 seeks
long-term growth of capital. Under normal conditions, the International
Equity Fund will invest at least 65% of its total assets in an
internationally mixed portfolio of foreign equity securities which trade on
markets in countries other than the U.S., including developing markets, and
are (i) issued by companies domiciled in countries other than the U.S., or
(ii) issued by companies that derive at least 50% of either their revenues or
pre-tax income from activities outside of the U.S. Foreign investing involves
special risks.

Templeton International Smaller Companies Fund ("International Smaller
Companies Fund")1 seeks long-term capital appreciation. The Fund seeks to
achieve this objective by investing primarily in equity securities of smaller
companies outside the U.S., including developing markets. Foreign investing
involves special risks and smaller company investments may involve higher
volatility. An investment in the Fund should not be considered a complete
investment program.

Templeton Pacific Growth Fund ("Pacific Fund")1 seeks long-term growth of
capital, primarily through investing at least 65% of its total assets in
equity securities which trade on markets in the Pacific Rim, including
developing markets, and are (i) issued by companies domiciled in the Pacific
Rim or (ii) issued by companies that derive at least 50% of either their
revenues or pre-tax income from activities in the Pacific Rim. Investing in a
portfolio of geographically concentrated foreign securities, including
developing markets, involves increased susceptibility to the special risks of
foreign investing and an investment in the Fund may be considered speculative.

2The High Income, Income Securities, Mutual Discovery and Mutual Shares Funds
may invest up to 100% of their respective net assets in debt obligations
rated below investment grade, commonly known as "junk bonds," or in
obligations which have not been rated by any rating agency. Investments rated
below investment grade involve greater risks, including price volatility and
risk of default, than investments in higher rated obligations. Investors
should carefully consider the risks associated with an investment in these
Funds in light of the securities in which they invest. See "Highlighted Risk
Considerations, Lower Rated Debt Obligations."

Table of Contents

Contents Page

FINANCIAL HIGHLIGHTS 5
INTRODUCTION 8
GENERAL INVESTMENT
CONSIDERATIONS 8
FUND INVESTMENT OBJECTIVES
AND POLICIES 9
Stability of Principal and Income 9
Money Market Fund 9
Current Income 10
High Income Fund 10
Templeton Global Income Securities Fund 11
U.S. Government Securities Fund 13
Zero Coupon Funds, 2000, 2005, 2010 14
Growth and Income 16
Growth and Income Fund 16
Income Securities Fund 17
Mutual Shares Securities Fund 19
Real Estate Securities Fund 20
Rising Dividends Fund 22
Templeton Global Asset Allocation Fund 22
Utility Equity Fund 24
Capital Growth 25
Capital Growth Fund 25
Mutual Discovery Securities Fund 25
Natural Resources Securities Fund
(formerly Precious Metals Fund) 28
Small Cap Fund 29
Templeton Developing Markets Equity Fund 31
Templeton Global Growth Fund 32
Templeton International Equity Fund 33
Templeton International
Smaller Companies Fund 34
Templeton Pacific Growth Fund 35
HIGHLIGHTED RISK
CONSIDERATIONS 36
Foreign Transactions 36
General Considerations 36
Investments in Developing Markets 38
Certain Restrictions 39
Currency Risks and their Management 39
Interest Rate and Currency Swaps 40
Investments in Depositary Receipts 41
Lower Rated Debt Obligations 42
Defaulted Debt Obligations 43
The Funds' Portfolios 44
Asset Composition Table 44

INVESTMENT METHODS AND RISKS, COMMON TO MORE THAN ONE FUND 44

Borrowing 44
Concentration 45
Convertible Securities 45
Debt Obligations 46
Corporate Debt Obligations 46
Money Market Instruments 46
U.S. Government Securities 46
Zero Coupon Bonds 47
Deferred Interest and Pay-in-Kind Bonds 47
Derivatives 47
Diversification 48
Loan Participations 48
Loans of Portfolio Securities 48
Options and Futures Contracts 48
Portfolio Turnover 49
Repurchase and Reverse Repurchase Agreements 49
Restricted and Illiquid Securities 49
"Rolls" 50
Small Capitalization Issuers 50
Structured Notes 51
Temporary Investments 51
Trade Claims 51
Warrants 52
"When-Issued" and "Delayed
Delivery" Transactions 52
INVESTMENT RESTRICTIONS 52
MANAGEMENT 52
Trustees and Officers 52
Managers 52
Management Services and Fees 53
Portfolio Transactions 53
Operating Expenses 53
Subadvisor 54
Fund Administrator 54
Portfolio Operations 54
Biographical Information 55
PURCHASE, REDEMPTION, AND
EXCHANGE OF SHARES 60
INCOME DIVIDENDS AND
CAPITAL GAINS DISTRIBUTIONS 61
DETERMINATION OF
NET ASSET VALUE 62
TAX CONSIDERATIONS 62
HOW THE TRUST MEASURES PERFORMANCE 62
GENERAL INFORMATION 63
Custody of Assets 63
Distribution Plans 63
Reports 63
Transfer Agent 63
Voting Privileges and Other Rights 63
APPENDIX 64
Description of Bond Ratings 64
Description of Commercial Paper Ratings 65

Financial Highlights

This table summarizes the financial history of each Fund. The information has
been audited by Coopers & Lybrand L.L.P., the Trust's independent auditors. The
1997 information for the Mutual Discovery and Mutual Shares Funds, however, is
not audited. Coopers & Lybrand's audit report covering each of the most recent
five years, appears in the Trust's annual report for the fiscal year ended
December 31, 1996. The Annual Report to Contractholders includes the Trust's
annual report, as well as more information about each Fund's performance. For a
free copy, please call 1-800-342-3863.

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE RATIOS/SUPPLEMENTAL DATA

Net
Asset Distri- Distri- Ratio of Net
Value at Net Net Realized butions butions Net Asset Net AssetsRatio of Investment
Year Begin- Invest-& Unrealized Total From From Net from Total Value at End Expenses Income Portfolio Average
Ended ning of ment Gain (Loss) Investment Investment CapitalDistri- at End Total of Yearto Averageto Average TurnoverCommission
Dec.31Year Incomeon Securities Operations Income Gains butions of Year Return+(in 000's)Net AssetsNet Assets Rate Rate***

Capital Growth Fund

<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
19961 $10.00 $.030 $ 1.330 $ 1.360 $ - $ - $ - $11.36 13.60% $44,667 .77%* .96%* 3.91% .0567

Growth and Income Fund

19892 10.00 .13 .16 .29 - - - 10.29 2.90 17,850 -7 3.78 59.34 -
1990 10.29 .20 (.44) (.24) (.08) - (.08) 9.97 (2.35) 53,902 .67 3.46 45.08 -
1991 9.97 .12 2.22 2.34 (.20) - (.20) 12.11 23.63 117,944 .67 2.09 40.43 -
1992 12.11 .08 .72 .80 (.12) - (.12) 12.79 6.73 231,659 .62 1.44 25.22 -
1993 12.79 .09 1.22 1.31 (.11) - (.11) 13.99 10.32 371,484 .58 1.00 41.56 -
1994 13.99 .19 (.47) (.28) (.09) (.20) (.29) 13.42 (3.41) 517,877 .54 1.81 99.21 -
1995 13.42 .41 3.91 4.32 (.19) (.41) (.60) 17.14 32.83 889,487 .52 3.30 116.54 -
1996 17.14 .62 1.633 2.253 (.406)(1.437) (1.843) 17.55 14.19 1,077,989 .50 4.06 23.01 .0407

High Income Fund

19892 10.00 .38 (.25) .13 - - - 10.13 1.30 7,513 -7 10.34 2.29 -
1990 10.13 1.00 (1.86) (.86) (.33) - (.33) 8.94 (8.67) 10,768 .67 12.94 13.95 -
1991 8.94 .78 1.80 2.58 (.90) - (.90) 10.62 30.15 23,675 .69 11.41 36.67 -
1992 10.62 .38 1.31 1.69 (.54) - (.54) 11.77 16.21 67,991 .68 9.76 33.36 -
1993 11.77 .37 1.45 1.82 (.46) - (.46) 13.13 15.71 196,972 .64 8.18 21.06 -
1994 13.13 .88 (1.18) (.30) (.55) (.07) (.62) 12.21 (2.26) 255,036 .60 9.45 22.94 -
1995 12.21 1.06 1.30 2.36 (.91) - (.91) 13.66 19.76 360,904 .56 9.63 20.65 -
1996 13.66 1.20 .564 1.764 (1.20) (.064) (1.264) 14.16 13.90 446,096 .54 9.63 27.16 -

Income Securities Fund

19892 10.00 .28 .62 .90 - - - 10.90 9.00 16,369 -7 8.63 2.54 -
1990 10.90 .82 (1.62) (.80) (.21) - (.21) 9.89 (7.42) 30,054 .67 10.39 5.53 -
1991 9.89 .77 3.06 3.83 (.90) - (.90) 12.82 39.93 61,266 .67 8.91 29.65 -
1992 12.82 .40 1.26 1.66 (.59) (.24) (.83) 13.65 13.20 182,993 .67 7.44 12.59 -
1993 13.65 .33 2.18 2.51 (.31) (.05) (.36) 15.80 18.59 737,942 .56 6.66 10.12 -
1994 15.80 .82 (1.80) (.98) (.44) (.07) (.51) 14.31 (6.27) 1,000,002 .54 7.27 13.33 -
1995 14.31 1.16 1.96 3.12 (.89) (.07) (.96) 16.47 22.40 1,266,538 .51 8.05 33.14 -
1996 16.47 1.32 .438 1.758 (.873) (.145) (1.018) 17.21 11.28 1,350,659 .50 7.96 15.28 .0519

Money Market Fund

19892 1.00 .07 - .07 (.07) - (.07) 1.00 7.51 13,731 -7 7.18 - -
1990 1.00 .07 - .07 (.07) - (.07) 1.00 7.62 66,524 .65 7.39 - -
1991 1.00 .05 - .05 (.05) - (.05) 1.00 5.48 68,060 .67 5.43 - -
1992 1.00 .03 - .03 (.03) - (.03) 1.00 3.06 86,907 .69 2.99 - -
1993 1.00 .03 - .03 (.03) - (.03) 1.00 2.54 131,534 . 66 2.53 - -
1994 1.00 .04 - .04 (.04) - (.04) 1.00 3.82 518,618 .467 4.05 - -
1995 1.00 .06 - .06 (.06) - (.06) 1.00 5.74 429,547 .407 5.58 - -
1996 1.00 .05 - .05 (.05) - (.05) 1.00 5.16 408,930 .437 5.04 - -

Mutual Shares Securities Fund

199610 10.00 .019 .331 .350 - - - 10.35 3.50 27,677 1.00* 2.56* 1.31 .0410
199711 10.00 .024 .046 .070 - - - 10.42 .68 108,337 .86* 2.38* 12.04 .0238

PER SHARE OPERATING PERFORMANCE RATIOS/SUPPLEMENTAL DATA

Mutual Discovery Securities Fund
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
199610 $10.00$ .016 $ .192 $ .210 $ - $ - $ - $10.21 2.10% $ 15,418 1.37%* 2.11%* .14% .0300
199711 10.21 .010 .468 .478 - - - 10.69 4.70% 62,976 .79* 1.09* 7.98 .0501

Natural Resources Fund (formerly the Precious Metals Fund)

19892 10.00 .16 2.22 2.38 - - - 12.38 23.80 2,352 -7 4.46 21.30 -
1990 12.38 .13 (1.84) (1.71) (.08) (.07) (.15) 10.52 (13.97) 10,926 .69 3.25 1.02 -
1991 10.52 .38 .02 .40 (.20) (.01) (.21) 10.71 3.86 9,049 .69 3.20 .25 -
1992 10.71 .10 (1.14) (1.04) (.31) - (.31) 9.36 (10.13) 13,827 .69 2.23 - -
1993 9.36 .03 5.16 5.19 (.09) - (.09) 14.46 55.62 73,575 .68 1.58 .01 -
1994 14.46 .16 (.45) (.29) (.08) - (.08) 14.09 (2.01) 125,078 .68 1.63 7.66 -
1995 14.09 .22 .111 .331 (.196) (.145) (.341) 14.08 2.35 105,109 .66 1.40 15.66 -
1996 14.08 .15 .436 .586 (.196) (.180) (.376) 14.29 4.00 109,579 .65 1.00 21.77 .0221

Real Estate Securities Fund

19892 10.00 .25 .23 .48 - - - $10.48 4.80 808 -7 6.32 13.24 -
1990 10.48 .48 (1.72) (1.24) (.15) - (.15) 9.09 (11.98) 1,963 .72 7.66 - -
1991 9.09 .34 2.67 3.01 (.45) - (.45) 11.65 33.47 4,810 .74 6.05 7.95 -
1992 11.65 .14 1.24 1.38 (.24) - (.24) 12.79 12.12 14,859 .69 4.50 2.76 -
1993 12.79 .09 2.33 2.42 (.17) - (.17) 15.04 19.01 92,678 .67 4.05 5.84 -
1994 15.04 .38 .06 .44 (.17) - (.17) 15.31 2.89 195,697 .62 4.00 11.73 -
1995 15.31 .78 1.83 2.61 (.52) - (.52) 17.40 17.53 213,473 .59 4.74 22.15 -
1996 17.40 .789 4.738 5.527 (.777) - (.777) 22.15 32.82 322,721 .57 4.80 10.32 .0519

Rising Dividends Fund

19923 10.00 .06 .92 .98 - - - 10.98 9.80 97,687 .677* 2.11* 5.22 -
1993 10.98 .14 (.52) (.38) (.03) - (.03) 10.57 (3.48) 299,730 .79 2.31 13.58 -
1994 10.57 .26 (.69) (.43) (.17) - (.17) 9.97 (4.08) 309,929 .80 2.71 24.07 -
1995 9.97 .27 2.66 2.93 (.24) - (.24) 12.66 29.74 463,253 .78 2.72 18.72 -
1996 12.66 .250 2.769 3.019 (.279) - (.279) 15.40 24.18 597,424 .76 1.96 27.97 .0505

Small Cap Fund

19954 10.00 .03 .21 .24 - - - 10.24 2.30 13,301 .90* 2.70* 16.04 -
1996 10.24 .023 2.941 2.964 (.004) - (.004) 13.20 28.95 170,969 .77 .63 63.72 .0518

Templeton Developing Markets Equity Fund

19945 10.00 .07 (.51) (.44) - - - 9.56 (4.40) 98,189 1.53* 1.85* 1.15 -
1995 9.56 .09 .18 .27 (.04) (.01) (.05) 9.78 2.77 158,084 1.41 2.01 19.96 -
1996 9.78 .123 1.972 2.095 (.10) (.185) (.285) 11.59 21.59 272,098 1.49 1.68 12.42 .0025

Templeton Global Asset Allocation Fund

19956 10.00 .18 .52 .70 (.18) - (.18) 10.52 7.01 14,729 .90* 3.84* 30.00 -
1996 10.52 .336 1.749 2.085 (.005) (.010) (.015) 12.59 19.84 56,269 .86 4.21 52.35 .0028

Templeton Global Growth Fund

19945 10.15 .07 .26 .33 - - - 10.48 3.25 158,856 1.14* 2.49* 7.14 -
1995 10.48 .16 1.17 1.33 (.06) - (.06) 11.75 12.72 338,755 .97 2.46 30.92 -
1996 11.75 .251 2.209 2.46 (.205) (.205) (.410) 13.80 21.28 579,877 .93 2.20 12.32 .0096

Templeton International Equity Fund

19923 10.00 .14 (.38) (.24) - - - 9.76 (2.40) 13,662 1.77* 3.91* 21.78 -
19938 9.76 .18 2.60 2.78 (.04) - (.04) 12.50 28.56 310,146 1.12 1.58 29.50 -
1994 12.50 .19 (.08) .11 (.03) (.07) (.10) 12.51 .87 785,124 .99 2.17 12.22 -
1995 12.51 .37 .94 1.31 (.22) (.28) (.50) 13.32 10.59 850,117 .92 2.87 16.42 -
1996 13.32 .400 2.575 2.975 (.380) (.465) (.845) 15.45 22.98 1,108,099 .89 3.07 27.52 .0140

Templeton International Smaller Companies Fund

19961 10.00 .091 1.159 1.250 - - - 11.25 12.50 16,255 1.16* 2.51* - .0031

Templeton Global Income Securities Fund

19892 10.00 .38 .55 .93 - - - 10.93 9.30 3,077 -7 9.81 12.29 -
1990 10.93 .60 .45 1.05 (.20) - (.20) 11.78 9.83 15,646 .69 10.82 61.52 -
1991 11.78 .42 .99 1.41 (.60) - (.60) 12.59 12.34 39,265 .69 7.91 130.66 -
1992 12.59 .26 (.30) (.04) (.40) (.15) (.55) 12.00 (.40) 75,062 .67 4.72 92.22 -
1993 12.00 .50 1.47 1.97 (.50) (.16) (.66) 13.31 16.68 206,594 .73 7.56 59.98 -
1994 13.31 .86 (1.52) (.66) (.33) (.13) (.46) 12.19 (4.99) 254,311 .71 7.99 79.38 -
1995 12.19 .29 1.47 1.76 (.49) - (.49) 13.46 14.68 243,194 .64 7.59 152.89 -
1996 13.46 1.018 .167 1.185 (1.035) - (1.035) 13.61 9.56 221,722 .61 7.30 140.96 -

Templeton Pacific Growth Fund

19923 10.00 - (.12) (.12) - - - 9.88 (1.20) 5,788 1.317* - 8.41 -
1993 9.88 .05 4.68 4.73 - - - 14.61 47.87 215,882 1.14 1.29 12.36 -
1994 14.61 .22 (1.50) (1.28) (.03) (.06) (.09) 13.24 (8.79) 375,832 1.07 2.04 4.29 -
1995 13.24 .33 .71 1.04 (.26) (.11) (.37) 13.91 7.97 331,936 1.01 2.08 36.06 -
1996 13.91 .214 1.331 1.545 (.44) (.255) (.695) 14.76 11.10 356,759 .99 1.51 12.85 .0092

PER SHARE OPERATING PERFORMANCE RATIOS/SUPPLEMENTAL DATA

U.S. Government Securities Fund
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
19899 $10.00$ .19 $ .35 $ .54 $ - $ - $ - $10.54 5.40% $ 12,116 -%7 7.16%* 1.34% -
1990 10.54 .48 .45 .93 (.11) - (.11) 11.36 8.92 62,253 .69 8.40 5.15 -
1991 11.36 .41 1.35 1.76 (.40) - (.40) 12.72 15.93 187,987 .65 7.76 11.69 -
1992 12.72 .52 .44 .96 (.43) (.01) (.44) 13.24 7.69 371,828 .59 7.07 28.64 -
1993 13.24 .50 .77 1.27 (.51) (.08) (.59) 13.92 9.71 684,303 .54 6.06 145.11 -
1994 13.92 .96 (1.59) (.63) (.67) (.05) (.72) 12.57 (4.55) 579,039 .53 6.87 18.25** -
1995 12.57 .93 1.46 2.39 (.96) - (.96) 14.00 19.46 643,165 .52 6.72 18.68** -
1996 14.00 .750 (.308) .442 (.972) - (.972) 13.47 3.62 843,858 .51 6.66 12.93** -

Utility Equity Fund

19892 10.00 .17 1.97 2.14 - - - 12.14 21.40 15,151 -7 5.63 4.43 -
1990 12.14 .40 (.18) .22 (.10) - (.10) 12.26 1.84 77,739 .68 6.53 - -
1991 12.26 .35 2.60 2.95 (.35) - (.35) 14.86 24.56 243,626 .63 5.92 2.01 -
1992 14.86 .35 .92 1.27 (.31) - (.31) 15.82 8.69 667,118 .55 5.18 .13 -
1993 15.82 .38 1.28 1.66 (.34) - (.34) 17.14 10.54 1,589,634 .51 4.47 4.80 -
1994 17.14 .95 (2.94) (1.99) (.62) (.11) (.73) 14.42 (11.56) 1,155,110 .52 5.58 11.74 -
1995 14.42 .84 3.54 4.38 (.90) - (.90) 17.90 31.35 1,423,446 .50 5.14 13.27 -
1996 17.90 .910 .285 1.195 (.915) - (.915) 18.18 7.07 1,202,290 .50 4.20 29.69 .0252

Zero Coupon Fund - 2000

19899 10.00 .21 .87 1.08 - - - 11.08 10.80 2,056 -7 6.75* 158.01 -
1990 11.08 .43 .19 .62 (.13) (.17) (.30) 11.40 5.91 12,314 .377 8.55 180.49 -
1991 11.40 .57 1.67 2.24 (.38) - (.38) 13.26 20.19 27,699 .257 7.88 19.15 -
1992 13.26 .57 .58 1.15 (.53) - (.53) 13.88 9.04 48,217 .257 6.97 9.10 -
1993 13.88 .66 1.55 2.21 (.62) (.03) (.65) 15.44 16.15 76,916 .377 5.88 7.02 -
1994 15.44 .68 (1.71) (1.03) (.69) (.10) (.79) 13.62 (6.76) 94,230 .407 6.37 - -
1995 13.62 .75 2.03 2.78 (.67) - (.67) 15.73 20.67 137,357 .407 6.14 1.63 -
1996 15.73 .980 (.650) .330 (.861) (.009) (.87) 15.19 2.43 129,601 .407 6.14 .58 -

Zero Coupon Fund - 2005

19899 10.00 .20 1.33 1.53 - - - 11.53 15.30 1,372 -7 7.79* 232.71 -
1990 11.53 .55 (.32) .23 (.14) (.47) (.61) 11.15 2.69 5,151 .387 8.56 164.90 -
1991 11.15 .54 1.65 2.19 (.43) - (.43) 12.91 20.37 11,299 .257 8.00 4.54 -
1992 12.91 .65 .67 1.32 (.61) - (.61) 13.62 10.81 18,295 .257 7.46 19.48 -
1993 13.62 .44 2.55 2.99 (.52) (.01) (.53) 16.08 22.21 42,998 .377 5.67 16.59 -
1994 16.08 .71 (2.24) (1.53) (.60) (.19) (.79) 13.76 (9.60) 51,499 .407 6.53 2.00 -
1995 13.76 .78 3.53 4.31 (.69) - (.69) 17.38 31.76 83,222 .407 6.19 1.72 -
1996 17.38 .958 (1.127) (.169) (.861) - (.861) 16.35 (0.50) 82,603 .407 6.15 2.06 -

Zero Coupon Fund - 2010

19899 10.00 .17 1.44 1.61 - - - 11.61 16.10 2,387 -7 6.57* 193.14 -
1990 11.61 .59 (.57) .02 (.13) (.25) (.38) 11.25 .57 6,846 .407 8.70 178.75 -
1991 11.25 .56 1.58 2.14 (.55) - (.55) 12.84 20.09 15,610 .257 8.05 22.44 -
1992 12.84 1.21 .03 1.24 (.73) - (.73) 13.35 10.31 13,431 .257 7.64 54.50 -
1993 13.35 .50 2.81 3.31 (.94) (.04) (.98) 15.68 25.47 29,189 .257 5.89 36.63 -
1994 15.68 .55 (2.27) (1.72) (.63) (.31) (.94) 13.02 (10.97) 45,361 .407 6.57 4.34 -
1995 13.02 .76 4.75 5.51 (.49) - (.49) 18.04 42.79 85,633 .407 6.41 31.45 -
1996 18.04 1.024 (1.658) (.634) (.878) (.238) (1.116) 16.29 (2.69) 78,816 .407 6.24 16.10 -

</TABLE>

*Annualized.

**The portfolio turnover rate excludes mortgage dollar roll transactions.

***Represents the average broker commission rate per share paid by the Fund
in connection with the execution of the Fund's portfolio transactions in
equity securities.

+Total return measures the change in value of an investment over the periods
indicated. It assumes reinvestment of dividends and capital gains, if any, at
net asset value and is not annualized.

1For the period May 1, 1996 (effective date) to December 31, 1996.

2For the period January 24, 1989 (effective date) to December 31, 1989.

3For the period January 27, 1992 (effective date) to December 31, 1992.

4For the period November 1, 1995 (effective date) to December 31, 1995.

5For the period March 15, 1994 (effective date) to December 31, 1994.

6For the period April 19, 1995 (effective date) to December 31, 1995.

7During the periods indicated Franklin Advisers, Inc., the investment
manager, agreed in advance to waive a portion of its management fees and made
payments of other expenses incurred by the Funds. Had such action not been
taken, ratios of operating expenses to average net assets would have been as
follows:

Fiscal Ratio of Expenses to
Fund Name Year Average Net Assets

Money Market Fund 19892 0.95%
1994 0.54
1995 0.53
1996 0.53
Growth and Income Fund.. 19892 1.01
Templeton Global Income Securities Fund 19892 1.06
High Income Fund........ 19892 1.02
Income Securities Fund.. 19892 1.01
Templeton Pacific Growth Fund 19923 2.57*
Natural Resources Securities Fund
(formerly, Precious Metals Fund) 19892 1.11
Real Estate Securities Fund 19892 1.24
Rising Dividends Fund... 19923 0.76*
U.S. Government Securities Fund 19899 0.85*
Utility Equity Fund..... 19892 1.01
Zero Coupon Fund - 2000. 19899 0.93*
1990 0.70
1991 0.68
1992 0.68
1993 0.67
1994 0.66
1995 0.63

1996 0.62

Fiscal Ratio of Expenses to
Fund Name Year Average Net Assets

Zero Coupon Fund - 2005. 19899...............1.02*
1990................0.71
1991................0.71
1992................0.69
1993................0.67
1994................0.68
1995................0.66
1996................0.65

Zero Coupon Fund - 2010. 19899...............0.93*
1990................0.68
1991................0.70
1992................0.69
1993................0.68
1994................0.68
1995................0.66
1996................0.65

8Per share amounts have been calculated using the average shares outstanding
during the period.

9For the period March 13, 1989 (effective date) to December 31, 1989.

10For the period November 8, 1996 (effective date) to December 31, 1996.

11For the period ended March 31, 1997 (unaudited).

Introduction

Franklin Valuemark Funds (the "Trust") is an open-end management investment
company, or mutual fund, organized as a Massachusetts business trust on April
26, 1988 and registered with the Securities and Exchange Commission ("SEC").
The Trust currently consists of twenty-three separate investment portfolios
or funds (the "Funds" or a "Fund"), each of which is, in effect, a separate
mutual fund. The Trust issues a separate series of shares of beneficial
interest for each Fund. An investor, by investing in a Fund, becomes entitled
to a pro rata share of all dividends and distributions arising from the net
income and capital gains on the investments of that Fund. Likewise, an
investor shares pro rata in any losses on the investments of that Fund.

Shares of the Trust are currently sold only to separate accounts (the
"Variable Accounts") of Allianz Life Insurance Company of North America, or
its wholly owned subsidiary Preferred Life Insurance Company of New York, or
their affiliates ("Insurance Companies"), to fund the benefits under variable
life insurance policies and variable annuity contracts (collectively the
"Contracts") issued by the Insurance Companies. The Variable Accounts are
divided into sub-accounts (the "Sub-Accounts"), each of which will invest in
one of the Funds, as directed by the owners of the Contracts (collectively
the "Contract Owners"). Some of the current Funds in the Trust may not be
available in connection with a particular Contract or in a particular state.
Contract Owners should consult the accompanying prospectus describing the
specific Contract or the appropriate Insurance Company for information on
available Funds and any applicable limitations with respect to their
investment options.

General Investment Considerations

Each Fund has one or more investment objectives and related investment
policies and uses various investment methods to pursue these objectives and
policies. There can be no assurance that any Fund will achieve its investment
objective or objectives. The investment objective or objectives of each Fund
are "fundamental policies" which means they may not be changed without
shareholder approval. Certain investment restrictions described here or in
the Statement of Additional Information ("SAI") may also be identified as
"fundamental." The investment strategies, policies, and restrictions designed
to realize the stated objectives, however, are typically not fundamental and
may be changed by the Trust's Board of Trustees without shareholder approval.

Investors should not consider any one Fund alone to be a complete investment
program and should evaluate each Fund in relation to their personal financial
situation, goals, and tolerance for risk. All of the Funds are subject to the
risk of changing economic conditions, as well as the risk related to the
ability of the Managers to make changes in the portfolio composition of the
Fund in anticipation of changes in economic, business, and financial
conditions. As with any security, a risk of loss of all or a portion of the
principal amount invested accompanies an investment in the shares of any of
the Funds.

The different types of securities, investments, and investment techniques
used by each Fund all have attendant risks of varying degrees and are
described in the pages that follow. As an overview, investors should bear in
mind with respect to equity securities, there can be no assurance of capital
appreciation and there is a substantial risk of decline. With respect to debt
obligations, there exists the risk that the issuer of a security may not be
able to meet its obligations on interest or principal payments at the time
required by the instrument or at all. In addition, the value of debt
obligations generally rises and falls inversely with prevailing current
interest rates. Increased rates of interest which frequently accompany higher
inflation and/or a growing economy are likely to have a negative effect on
the value of shares of Funds which invest in debt obligations. In addition to
the factors which affect the value of individual securities, a Contract Owner
may anticipate that the value of the shares of a Fund will fluctuate with
movements in the broader equity and bond markets as well. A decline in the
stock market of any country in which a Fund is invested or changes in
currency valuations may also affect the price of shares of a Fund. History
reflects both increases and decreases in interest rates, worldwide stock
markets, and currency valuations, and these may reoccur unpredictably in the
future.

As stated in the descriptions of the individual Funds below, an investment in
certain of the Funds involves special additional risks as a result of their
ability to invest a substantial portion of their assets in high yield, high
risk, lower rated debt obligations ("junk bonds"), foreign investments
including those of "developing market" issuers located in emerging nations
generally as defined by the World Bank, specialized industry sectors,
derivative instruments or complex securities. These and other types of
investments and investment methods common to more than one Fund are described
in greater detail, including the risks of each and any limitations, in
"Highlighted Risk Considerations," "Investment Methods and Risks," and the
SAI. All policies and percentage limitations are considered at the time of
purchase. Each of the Funds will not necessarily use the strategies described
to the full extent permitted unless the Managers believe that doing so will
help a Fund reach its objectives, and not all instruments or strategies will
be used at all times.

Fund Investment Objectives and Policies

FUND SEEKING STABILITY OF PRINCIPAL AND INCOME

Money Market Fund

The investment objective of the Money Market Fund is to obtain as high a
level of current income (in the context of the type of investments available
to the Fund) as is consistent with capital preservation and liquidity. The
Fund will seek to maintain a $1 per share net asset value, but there is no
guarantee that it will be successful in doing so.

The Fund follows certain procedures required by federal securities laws with
respect to the quality, maturity and diversification of its investments.
These procedures are designed to help maintain a stable $1.00 share price.
The Fund limits its investments to U.S. dollar denominated instruments which
the Board of Trustees determines present minimal credit risks and which are,
as required by federal securities laws, rated in one of the two highest
rating categories as determined by nationally recognized statistical rating
organizations ("NRSROs"), or which if unrated are of comparable quality, with
remaining maturities of 397 calendar days or less ("Eligible Securities").
Because the Fund will limit its investments to high quality securities, it
will experience generally lower yields than if the Fund purchased securities
of lower quality and correspondingly greater risk.

Eligible Securities include the following:

1. securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies, authorities or instrumentalities ("U.S. Government
Securities");

2. obligations issued or guaranteed by U.S. banks with assets of at least one
billion dollars, foreign branches of U.S. banks ("Eurodollar Investments"),
U.S. branches of foreign banks ("Yankee Dollar Investments"), and foreign
branches of foreign banks (including certificates of deposit, bank notes,
loan participation interests, commercial paper, unsecured promissory notes,
time deposits, and bankers' acceptances), provided that where the obligation
is issued by a branch, the parent bank has more than five billion dollars in
total assets at the time of purchase ("Bank Obligations");

3. commercial paper (unsecured promissory notes including variable amount
master demand notes) issued by domestic or foreign issuers;

4. other short-term obligations issued or guaranteed by U.S. corporations, or
obligations issued by foreign entities ("Corporate Obligations");

5. taxable municipal securities, the interest on which is not exempt from
Federal income tax, issued by or on behalf of states, territories, and
possessions of the U.S. and the District of Columbia and their political
subdivisions, agencies, and instrumentalities, up to 10% of the Fund's assets;

6. unrated notes, paper, obligations or other instruments that the Manager
determines to be of comparable high quality; and

7. repurchase agreements with respect to any of the foregoing obligations.

U.S. Government Securities, Bank and Corporate Obligations may have fixed,
floating, or variable interest rates. NRSROs include Standard & Poor's
Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, Inc., Duff and Phelps, Inc., IBCA Limited and its
affiliate IBCA Inc., and Thompson BankWatch. See Appendix for an explanation
of ratings by S&P and Moody's.

Portfolio Maturity. All Fund portfolio instruments will mature within 397
calendar days or less of the time that they are acquired. The average
maturity of the Fund's portfolio securities based on their dollar value will
not exceed 90 days at the time of each investment. If the disposition of a
portfolio security results in a dollar-weighted average portfolio maturity in
excess of 90 days, the Fund will invest its available cash in such manner as
to reduce its dollar-weighted average portfolio maturity to 90 days or less
as soon as is reasonably practicable.

Foreign Investments. The Fund may invest up to 25% of its assets in
obligations of foreign branches of U.S. or foreign banks. The Fund's
investments in foreign obligations, although always dollar denominated,
involve risks related to market volatility, economic, social, and political
uncertainty, that are different from investments in similar obligations of
domestic entities. INVESTMENT IN FOREIGN SECURITIES, PARTICULARLY
INDEVELOPINGMARKETS, INVOLVES SPECIAL AND ADDITIONAL RISKS. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" AND THE SAI.

Other Investment Policies. Investments in obligations of U.S. branches of
foreign banks, which are considered domestic banks, may only be made if such
branches have a federal or state charter to do business in the U.S. and are
subject to U.S. regulatory authorities. The Fund may invest up to 10% of its
assets in time deposits with maturities in excess of seven calendar days.
(Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.)

The Fund will not invest more than 5% of its total assets in Eligible
Securities of a single issuer, other than U.S. Government Securities, rated
in the highest category by the requisite number of rating agencies, except
that the Fund may exceed that limit as permitted by SEC rules for a period of
up to three business days; and the Fund will not invest (a) the greater of 1%
of the Fund's total assets or one million dollars in Eligible Securities
issued by a single issuer rated in the second highest category, or (b) more
than 5% of its total assets in Eligible Securities of all issuers rated in
the second highest category.

Under the policies discussed in "Investment Methods and Risks" and in the
SAI, the Fund may acquire U.S. Government Securities on a when-issued or
delayed delivery basis, lend portfolio securities, enter into repurchase
agreements, and engage in other activities specifically identified for this
Fund.

FUNDS SEEKING CURRENT INCOME

High Income Fund

The principal investment objective of the High Income Fund is to earn a high
level of current return. As a secondary objective, the Fund seeks capital
appreciation to the extent consistent with its principal objective.

Selection of Portfolio Securities. The Fund may invest in both debt
obligations and dividend-paying common or preferred stocks, including high
risk securities, and will seek to invest in whatever type of investment is
offering the highest yield and expected total return without excessive risk
at the time of purchase. Current yield is the primary criterion used by the
Fund in selecting securities for investment, although potential for capital
appreciation may also be considered.

In the event of a corporate restructuring or bankruptcy reorganization of an
issuer whose securities are owned by the Fund, the Fund may receive
securities different from those originally purchased, e.g., common stock that
is not dividend paying, bonds with a lower coupon or more junior status, or
convertible securities. The Fund is not obligated to sell such securities
immediately, if the Manager believes, based on its own analysis, that the
longer term outlook is favorable and there is the potential for a higher
total return by holding such investments.

The Fund may also invest in lower rated zero-coupon, deferred interest and
pay-in-kind obligations, which may involve special risk considerations. See
"Investment Methods and Risks."

Credit Quality. When purchasing debt obligations, the Fund may invest in
obligations in any rating category (including obligations in the lowest
rating categories) or unrated obligations, depending upon prevailing market
and economic conditions. BECAUSE OF THE FUND'S POLICY OF INVESTING IN HIGHER
YIELDING, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN THE FUND IS
ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH AN INVESTMENT IN
HIGHER RATED, LOWER YIELDING OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING
THE FUND SHOULD EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR
RISK.

It is the Fund's current intention not to purchase debt obligations,
including convertible bonds, rated below Caa by Moody's or CCC by S&P; or, if
unrated, comparable obligations in the view of the Manager. The lower rated
obligations in which the Fund may invest (sometimes referred to as "junk
bonds") are considered by S&P and Moody's, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation and therefore entail
special risks. The Fund will not purchase issues that are in default. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "Investment
Methods and Risks," and the SAI for additional information, the Appendix for
a discussion of the rating categories, and the "Asset Composition Table" for
information about the ratings of the debt obligations in the Fund during 1996.

These ratings, which represent the opinions of the rating services, do not
reflect the risk of market fluctuations nor are they absolute credit
standards. Ratings will be considered but will not be a determining or
limiting factor. Rather than relying principally on the ratings assigned by
rating services, the Manager conducts its own investment analysis based on
such factors as: anticipated cash flow; interest or dividend coverage; asset
coverage; earnings prospects; the experience and managerial strength of the
issuer; responsiveness to changes in interest rates and business conditions;
debt obligations maturity schedules and borrowing requirements; and the
issuer's changing financial condition and public recognition thereof.

In the event the rating on an issue held in the Fund's portfolio is changed
by the rating service or the obligation goes into default, such event will be
considered by the Fund in its evaluation of the overall investment merits of
that security but will not necessarily result in an automatic sale of the
security.

Certain of the high yield obligations in which the Fund may invest may be
purchased at a discount. Such investments, when held to maturity or retired,
may include an element of gain (which may be treated as ordinary income or
capital gain for tax purposes). The Fund does not intend to hold obligations
for the purpose of achieving such gains, but generally will hold them as long
as current yields on these investments remain attractive. Capital losses may
be realized when obligations purchased at a premium are held to maturity or
are called or redeemed at a price lower than their purchase price. Capital
gains or losses also may be realized upon the sale of obligations.

Because a substantial portion of this Fund's investments at any particular
time may consist of lower rated debt obligations, changes in the level of
interest rates, among other things, will likely have an increased effect on
the value of the Fund's holdings and thus the value of the Fund's shares.

Other Investment Policies. The Fund may invest up to 10% in foreign
securities, including developing markets, which involve special risks
including currency fluctuations and political uncertainty. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" AND THE SAI. Under the policies
discussed in "Investment Methods and Risks," "Highlighted Risk
Considerations," and the SAI, the Fund may also acquire loan participations,
purchase debt obligations on a "when-issued" basis, write covered call
options, loan its portfolio securities, enter into repurchase transactions
and forward currency exchange contracts, participate in interest rate swaps,
and engage in other activities specifically identified for this Fund.

Templeton Global Income Securities Fund

The investment objective of the Templeton Global Income Securities Fund is to
provide high current income, consistent with preservation of capital, with
capital appreciation as a secondary consideration.

Portfolio Investments. The Fund will pursue its objectives by investing at
least 65% of its net assets in both domestic and foreign debt obligations
including those in developing markets and related foreign currency
transactions. Investments will be selected to provide a high current yield
and currency stability, or a combination of yield, capital appreciation, or
currency appreciation consistent with the Fund's objectives. As a global
fund, the Fund may invest in securities issued in any currency and may hold
foreign currencies. The Manager intends to manage the Fund's exposure to
various currencies, and may from time to time make use of forward currency
exchange contracts or options on currencies for hedging purposes. INVESTORS
SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS INVOLVED IN INVESTING IN
FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR INVESTMENTS IN DEVELOPING
MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS."

The Fund may invest in debt obligations or equity securities of any type of
issuer, including domestic and foreign corporations, domestic and foreign
banks (with assets in excess of one billion dollars), other business
organizations, and domestic and foreign governments and their political
subdivisions, including the U.S. government, its agencies, and authorities or
instrumentalities, and supranational organizations.

Under normal market conditions, the Fund will have at least 25% of its total
assets invested in debt obligations issued or guaranteed by foreign
governments. Securities issued by central banks which are guaranteed by their
national governments are considered to be government securities. Bonds of
foreign governments or their agencies which may be purchased by the Fund may
be less secure than those of U.S. government issuers.

The Fund is also authorized to invest in debt obligations of supranational
entities. A supranational entity is an entity designated or supported by the
national government of one or more countries to promote economic
reconstruction or development. Examples of supranational entities include,
among others, the World Bank, the European Investment Bank and the Asian
Development Bank. The Fund is further authorized to invest in
"Semi-Governmental Securities," which are debt obligations issued by entities
owned by either a national, state or equivalent government or are obligations
of one of such government jurisdictions which are not backed by its full
faith and credit and general taxing powers.

Other debt obligations of both domestic and foreign issuers in which the Fund
may invest include all types of long-term or short-term debt obligations,
such as bonds, debentures, notes, convertible debt obligations, and
commercial paper. These debt obligations may involve equity features, such as
conversion or exchange rights or warrants for the acquisition of stock of the
same or a different issuer; participation based on revenues, sales or
profits; or the purchase of common stock in a unit transaction (where an
issuer's debt obligations and common stock are offered as a unit).

Credit Quality. The Fund may invest in high yield, high risk, lower rated
debt obligations, including convertible bonds, that are rated at least B by
Moody's or S&P or, if unrated, are at least of comparable quality as
determined by the Manager. Many debt obligations of foreign issuers, and
especially developing markets issuers, are either (i) rated below investment
grade, or (ii) not rated by U.S. rating agencies so that their selection
depends on the Manager's internal analysis. Securities rated BB or lower
(sometimes referred to as "junk bonds") are regarded as predominately
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation and therefore
involve special risks; investments in such securities will not exceed 25% of
the Fund's net assets. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT
OBLIGATIONS," "Investment Methods and Risks," and the SAI for additional
information, the Appendix for a discussion of the rating categories, and the
"Asset Composition Table" for information about the ratings of the debt
obligations in the Fund during 1996.

Countries of Principal Investment. Under normal circumstances, at least 65%
of the Fund's assets will be invested in the securities of issuers located in
at least three countries, one of which may be the U.S. Securities of issuers
within a given country may be denominated in the currency of that or another
country, or in multinational currency units such as the European Currency
Unit ("ECU"). The Fund will allocate its assets among securities of various
issuers, geographic regions, and currencies in a manner which is consistent
with its objectives, based upon relative interest rates among currencies, the
outlook for changes in interest rates, and anticipated changes in worldwide
exchange rates. In considering these factors, a country's economic and
political conditions, such as inflation rate, growth prospects, global trade
patterns and government policies will be evaluated.

It is currently anticipated that the Fund's assets will be invested
principally within Australia, Canada, Japan, New Zealand, the U.S.,
Scandinavia, and Western Europe, and in securities denominated in the
currencies of these countries or denominated in multinational currency units
such as the ECU. The Fund may also acquire securities and currency in less
developed countries as well as in developing countries. Investments in
foreign securities, especially developing markets, involve special and
additional risks related to currency fluctuations, market volatility and
economic, social, and political uncertainty that are different from
investments in similar obligations of domestic entities. See "Highlighted
Risk Considerations, Foreign Transactions" and the SAI.

Portfolio Maturity. The Fund may invest in debt obligations with varying
maturities. Under current market conditions, it is expected that the
dollar-weighted average maturity of the Fund's debt obligations investments
will not exceed 15 years. Generally, the average maturity of the Fund's debt
obligations portfolio will be shorter when interest rates worldwide or in a
particular country are expected to rise, and longer when interest rates are
expected to fall.

Other Investment Policies. With respect to currency risk, the Fund may, but
is not required to, use currency forwards, futures contracts, and interest
rate swaps, to hedge income or capital. Under the policies discussed in
"Investment Methods and Risks Common to More than One Fund," "Highlighted
Risk Considerations," and in the SAI, the Fund may also acquire loan
participations; loan its portfolio securities; enter into repurchase, reverse
repurchase, and "when-issued" transactions; invest in preferred stock; invest
in structured notes; purchase and sell call and put options on U.S. or
foreign securities; enter into futures contracts for the purchase or sale of
U.S. Treasury or foreign securities or based upon financial indices; and
engage in other activities specifically identified for this Fund.

Risks and Other Considerations Related to Non-Diversification. As a
non-diversified fund under federal securities laws, the Fund is permitted to
invest all of its assets in the obligations of a single issuer or relatively
few issuers. Of course, the more flexible and less restrictive
diversification standards for non-diversified funds may at times be important
to the Fund's investment strategy since the number of issuers of foreign debt
obligations is limited and foreign government securities are not considered
"government securities" for diversification purposes under federal securities
laws. Since the Fund is permitted to invest a greater proportion of its
assets in the obligations of a smaller number of foreign issuers, however,
changes in the value of a single issuer's securities or interest rate
fluctuations, may have a greater effect on the Fund's investments and its
share price. The risks of investing in foreign securities could also be
magnified. The Fund will still be subject to the diversification requirements
under the federal tax code and the 25% limit on concentration of investments
in a single industry which will have a somewhat mitigating effect. See
"Investment Methods and Risks."

U.S. Government Securities Fund

The investment objective of the U.S. Government Securities Fund is to earn
income through investments in a portfolio limited to securities which are
obligations of the U.S. government, its agencies or instrumentalities.

Portfolio Investments. The Fund pursues its objective by investing in all
types of U.S. Government Securities, including obligations issued or
guaranteed by U.S. government agencies and instrumentalities. These
obligations may also include fixed-rate mortgage backed securities,
adjustable-rate mortgage-backed securities ("ARMS"), or a hybrid of the two.
See "Investment Methods and Risks-Debt Obligations." Some government agency
obligations or guarantees are supported by the full faith and credit of the
U.S. government, while others are supported principally by the issuing agency
and may not permit recourse against the U.S. Treasury if the issuing agency
does not meet its commitments.

Government National Mortgage Association. The Fund anticipates that a
significant portion of its portfolio will consist of Government National
Mortgage Association ("Association") mortgage-backed certificates ("GNMAs")
and similar mortgage-backed securities issued or guaranteed by other
agencies. GNMAs are mortgage-backed securities representing part ownership of
a pool of mortgage loans. GNMAs differ from other bonds in that principal may
be paid back on an unscheduled basis rather than returned in a lump sum at
maturity. The Fund purchases GNMAs for which principal and interest are
guaranteed.

The Association's guarantee of payment of principal and interest on GNMAs is
backed by the full faith and credit of the United States government. The
Association may borrow U.S. Treasury funds to the extent needed to make
payments under its guarantee. Of course, this guarantee does not extend to
the market value or yield of the GNMAs or the net asset value or performance
of the Fund, which will fluctuate daily with market conditions.

Payments to holders of GNMAs consist of the monthly distributions of interest
and principal less the Association's and issuers' fees. The portion of the
monthly payment which represents a return of principal will be reinvested by
the Fund in securities which may bear interest at a rate higher or lower than
the obligation from which the principal payment was received.

When mortgages in the pool underlying a GNMA are prepaid by borrowers or as a
result of foreclosure, such principal payments are passed through to the GNMA
holders, such as the Fund. Accordingly, a GNMA's life is likely to be
substantially shorter than the stated maturity of the mortgages in the
underlying pool. Because of such variation in prepayment rates, it is not
possible to accurately predict the life of a particular GNMA.

GNMA yields (interest income as a percentage of price) have historically
exceeded the current yields on other types of U.S. Government securities with
comparable maturities. The effects of interest rate fluctuations and
unpredictable prepayments of principal, however, can greatly change realized
yields. As with most bonds, in a period of rising interest rates, the value
of a GNMA will generally decline. In a period of declining interest rates,
however, it is more likely that mortgages contained in GNMA pools will be
prepaid thus reducing the effective yield. This potential for prepayment
during periods of declining interest rates may reduce the general upward
price increases of GNMAs as compared to noncallable debt securities over the
same periods. Moreover, any premium paid on the purchase of a GNMA will be
lost if the obligation is prepaid. Of course, price changes of GNMAs and
other securities held by the Fund will have a direct impact on the net asset
value per share of the Fund.

Adjustable Rate Securities. In addition to ARMS, the Fund may also invest in
adjustable rate U.S. Government securities, which may include securities
backed by other types of assets, including business loans guaranteed by the
U.S. Small Business Administration ("SBA").

The ARMS in which the Fund invests are issued primarily by the Government
National Mortgage Association ("Association"), the Federal National Mortgage
Association ("FNMA"), and the Federal Home Loan Mortgage Corporation
("FHLMC"), and are actively traded in the secondary market. The underlying
mortgages which collateralize ARMS issued by the Association are fully
guaranteed by the Federal Housing Administration or the Veterans
Administration, while those collateralizing ARMS issued by the FNMA or the
FHLMC are typically conventional residential mortgages conforming to standard
underwriting size and maturity constraints.

ARMS allow the Fund to participate in increases in interest rates through
periodic adjustments in the coupon rates of the underlying mortgages,
resulting in both higher current yields and lower price fluctuations.

The Fund will not, however, benefit from increases in interest rates to the
extent that interest rates rise to the point where they cause the current
coupon of adjustable rate mortgages held to exceed the maximum annual or
lifetime reset limits (or "cap rates"). Fluctuations in interest rates above
these levels could cause such ARMS to behave more like long-term, fixed-rate
debt obligations. See the SAI for additional details.

Other Investment Policies. Under the policies discussed in "Investment
Methods and Risks" and in the SAI, the Fund may enter into covered mortgage
"dollar rolls," loan portfolio securities, engage in repurchase agreements,
and engage in other activities specifically identified for this Fund.

Zero Coupon Funds:

Maturing in December of 2000, 2005, 2010

The objective of each of the three Zero Coupon Funds is to provide as high an
investment return as is consistent with the preservation of capital.

Each Fund seeks to return a reasonably assured targeted dollar amount,
predictable at the time of investment, on a specific target date in the
future by investing primarily in zero coupon securities that pay no cash
income but are acquired by the Fund at substantial discounts from their value
at maturity. These securities may experience greater fluctuations in market
value in response to interest rate changes than interest-paying securities of
similar maturities. If shares of a Zero Coupon Fund are redeemed prior to the
maturity of the Fund, an investor may experience a significantly different
investment return than was anticipated at the time of purchase. Therefore,
the Zero Coupon Funds may not be appropriate for Contract Owners who do not
plan to have their purchase payments invested in shares of the Fund for the
long-term or until maturity.

Portfolio Investments. Under normal circumstances, each Zero Coupon Fund will
invest at least 65% of its net assets in "Stripped Securities," a term used
collectively for Stripped Treasury Securities, Stripped Government
Securities, Stripped Corporate Securities and Stripped Eurodollar
Obligations, all described below. The Stripped Securities in which each Fund
will invest consist of:

1) zero coupon securities issued by the U.S. Treasury, including treasury
bills, debt obligations issued by the U.S. Treasury which have been stripped
of their unmatured interest coupons or which were issued without interest
coupons, interest coupons that have been stripped from debt obligations
issued by the U.S. Treasury, and receipts and certificates for stripped debt
obligations and stripped coupons, including U.S. government trust
certificates (collectively, "Stripped Treasury Securities") (currently not
anticipated to be in excess of 55% of the Funds' assets);

2) other zero coupon securities issued by the U.S. government and its
agencies and instrumentalities, by a variety of tax-exempt issuers such as
state and local governments and their agencies and instrumentalities and by
"mixed-ownership government corporations" (collectively, "Stripped Government
Securities");

3) zero coupon securities issued by domestic corporations which consist of
corporate debt obligations without interest coupons, and, if available,
interest coupons that have been stripped from corporate debt obligations, and
receipts and certificates for such stripped debt obligations and stripped
coupons (collectively, "Stripped Corporate Securities");

4) stripped Eurodollar obligations, which are debt obligations denominated in
U.S. dollars that are issued by foreign issuers, often subsidiaries of
domestic corporations ("Stripped Eurodollar Obligations").

Risks of Investing in Stripped Securities. Stripped Securities investments,
like other investments in debt obligations, are subject to certain risks,
including credit and market risks. To the extent the Zero Coupon Funds invest
in Stripped Securities other than Stripped Treasury Securities, such
investments will be rated at least A by nationally recognized statistical
rating agencies, or if unrated, are determined by the Manager to be of
comparable quality. Such securities are regarded as having an adequate
capacity to pay principal and interest but with greater vulnerability to
adverse economic conditions and have some speculative characteristics. The
Zero Coupon Funds will also attempt to minimize the impact of individual
credit risks by diversifying their portfolio investments. The availability of
Stripped Securities, other than Stripped Treasury Securities, may be limited
at times; during such periods, because the Fund must meet annuity tax
diversification rules, the Fund may invest in other types of fixed-income
securities.

Stripped Securities do not make any periodic payments of interest prior to
maturity and the stripping of the interest coupons causes the Stripped
Securities to be offered at a substantial or "deep" discount from their face
amounts. The market value of Stripped Securities and, therefore, of the
shares of the Zero Coupon Funds, will fluctuate with changes in interest
rates and other factors and are generally subject to greater fluctuations in
response to changing interest rates than shares of a fund consisting of debt
obligations of comparable quality and maturities that pay interest currently.
The amount of fluctuation increases with a longer period to maturity.

Special Risks Relating to Maturity. The Trust currently offers three separate
Zero Coupon Funds, each maturing on the third Friday of December of its
specific maturity year (the "Target Date"): 2000, 2005 and 2010. On each
Fund's Target Date, the Fund will be converted to cash and an investor may
invest in another of the Trust's Funds. At least 30 days prior to maturity,
contract owners will be notified and given an opportunity to select another
investment option. If an investor does not complete an instruction form
directing what should be done with liquidation proceeds, the proceeds will be
automatically invested in the Money Fund and the Contract Owners will be
notified of such event.

Because each Fund will be primarily invested in zero coupon securities,
investors whose purchase payments are invested in shares held to maturity,
including those obtained through reinvestment of dividends and distributions,
will experience a return consisting primarily of the amortization of discount
on the underlying securities in the Fund. However, the net asset value of a
Fund's shares increases or decreases with changes in the market value of that
Fund's investments.

Because they do not pay interest, zero coupon securities tend to be subject
to greater fluctuation of market value in response to changes in interest
rates than interest-paying securities of similar maturities. Investors can
expect more appreciation from a Zero Coupon Fund during periods of declining
interest rates than from interest-paying securities of similar maturity.
Conversely, when interest rates rise, a Fund will normally decline more in
price than interest-paying securities of similar maturity. Price fluctuations
are expected to be greatest in the longer-maturity Funds and are expected to
diminish as a Fund approaches its maturity date. Interest rates can change
suddenly and unpredictably. If shares of a Zero Coupon Fund are redeemed
prior to the maturity of the Fund, an investor may experience a significantly
different investment return than was anticipated at the time of purchase.

The Funds' Manager will attempt to maintain the average duration of each Fund
to within twelve months of the Fund's Target Date. Duration is a measure of
the length of an investment which takes into account, through present value
analysis, the timing and amount of any interest payments as well as the
amount of the principal repayment. Duration is commonly used by professional
managers to help identify and control "reinvestment risk" that is, the risk
that interest rates will be lower when the fund seeks to invest the proceeds
from a matured obligation. Since each Fund will not be invested entirely in
zero coupon securities maturing on the Target Date, there will be some
unknown reinvestment risk and liquidation costs with respect to those other
investments. By balancing investments with slightly longer and shorter
durations, the Manager believes it can maintain a Fund's average duration
within twelve months of the Fund's Target Date and thereby reduce its unknown
reinvestment risk. As a fund approaches its Target Date, its portfolio will
be comprised of increasingly larger amounts of repurchase agreements,
commercial paper, bankers acceptances, government agency discount notes,
treasury bills, and other Money Market Instruments.

Foreign Portfolio Investments. Although each Fund reserves the right to
invest up to 10% of its assets in obligations or securities of foreign
issuers, each Fund typically limits such investments to less than 10% of
their respective assets and to dollar denominated obligations. Investments in
stripped Eurodollar obligations where delivery takes place outside the U.S.
will be made in compliance with any applicable U.S. and foreign currency
restrictions and other tax laws and laws limiting the amount and types of
foreign investments. Investment in foreign securities involves special risks
including currency fluctuations and political uncertainty. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN SECURITIES" AND THE SAI.

Structured Notes. Although each Fund reserves the right to invest up to 10%,
each Fund currently does not intend to invest more than 5% of its assets in
certain structured notes. These notes are comparable to zero coupon bonds in
terms of credit quality, interest rate volatility, and yield. See "Investment
Methods and Risks."

Other Investment Policies. To provide income for expenses, redemption
payments, and cash dividends, up to 20% of each Fund's assets may be invested
in Money Market Instruments although typically the actual amount is
substantially less. Under the policies discussed in "Investment Methods and
Risks," "Highlighted Risk Considerations," and in the SAI, the Funds may also
lend portfolio securities, enter into repurchase agreements with respect to
securities in which they are permitted to invest, and engage in other
activities specifically identified for these Funds.

Tax Considerations. Under the federal income tax law, a portion of the
difference between the purchase price of the zero coupon securities and their
face value ("original issue discount") is considered to be income to the Zero
Coupon Funds each year, even though such Funds will not receive cash payments
representing the discount from these securities. This original issue discount
will comprise a part of the net taxable investment income of such Funds which
must be "distributed" to the insurance company, as shareholder each year,
whether or not such distributions are paid in cash. To the extent such
distributions are paid in cash, the Fund may have to generate the required
cash from interest earned on non-zero coupon securities or possibly from the
disposition of zero coupon securities.

FUNDS SEEKING GROWTH AND INCOME

Growth and Income Fund

The principal investment objective of the Growth and Income Fund is capital
appreciation. The Fund's secondary objective is to provide current income
return.

Portfolio Investments. The Fund pursues capital appreciation by investing in
securities the Manager believes have the potential to increase in value. The
Fund will normally invest in the U.S. stock market by investing in a broadly
diversified portfolio of common stocks which may be traded on a securities
exchange or over-the-counter. Such investments will be made, however, only if
the Fund's Manager believes that the perceived risk is justified by the
potential for capital appreciation. Stocks and other equity securities
representing ownership interests in corporations, have historically
outperformed other asset classes over the long term but tend to fluctuate
more dramatically over the short term.

The Fund seeks current income through the receipt of dividends or interest
from its investments, and the payment of dividends may therefore be a
consideration in purchasing debt obligations or securities for the Fund. In
pursuing its secondary objective of current income, the Fund may also
purchase convertible securities, including bonds or preferred stocks,
enhanced convertible securities, debt obligations, and Money Market
Instruments.

Selection of Portfolio Investments. The investment strategy of the Fund is to
generally invest in undervalued issues believed to have attractive long-term
growth prospects. The Fund's Manager uses relative yield analysis to target
companies that have current relative yields near the upper end of their
historical ranges. In doing so, the Fund's Manager hopes to identify
undervalued stocks, in pursuit of the Fund's primary objective of capital
appreciation. Relative yield, as used here, is a company's stock yield
divided by the market yield (as defined by the S&P 500). In implementing the
Fund's relative yield strategy, the Fund generally restricts its investment
to stocks yielding at least 100% of the yield of the S&P 500, thereby
enabling the Manager to pursue its secondary objective, namely current
income. In addition to relative yield analysis, the Fund employs other
valuation methods including, but not limited to, quantitative and fundamental
analysis. This strategy generally results in the Fund investing predominantly
in mid- and larger capitalization issuers.

Foreign Investments. Although the Fund reserves the right to invest up to 30%
of its assets in foreign securities not publicly traded in the U.S., the
Fund's current investment strategy is to limit such investments to no more
than 20% of the Fund's total net assets, including ADRs. The Fund's
investments in foreign securities involve risks related to currency
fluctuations, market volatility, and economic, social, and political
uncertainty that are different from investing in similar obligations of
domestic entities. INVESTMENTS IN FOREIGN SECURITIES, PARTICULARLYIN
DEVELOPING MARKETS, INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN SECURITIES" AND THE SAI.

Convertible Securities. The Fund may invest in convertible securities. The
convertible debt obligations in which the Fund may invest are subject to the
same rating criteria and investment policies as the Fund's investments in
debt obligations. Convertible preferred stocks are equity securities,
generally carry a higher degree of market risk than debt obligations, and
often may be regarded as speculative in nature. The Fund may also invest in
enhanced convertible securities which may provide higher dividend income but
which may carry additional risks, including reduced liquidity. See
"Highlighted Risk Considerations" and "Investment Methods and Risks."

REITS. The Fund currently intends to invest no more than 10% of its assets in
equity real estate investment trusts ("REITs"). REITs may provide an
attractive alternative to direct investments in Real Estate, but are subject
to risks related to the skill of their management, changes in value of the
properties owned by the REITs, the quality of any credit extended by the
REITs, and other factors. See "Real Estate Securities Fund."

Other Investment Policies. The Fund currently does not intend to invest more
than 5% of its assets in debt obligations, including convertible debt
obligations, rated Ba or lower by Moody's or BB or lower by S&P, or unrated
securities determined by the Manager to be of comparable quality. Under the
policies discussed in "Highlighted Risk Considerations" "Investment Methods
and Risks" and in the SAI, the Fund may also write covered call and put
options; purchase call and put options on securities and indices of
securities, including "forward conversion" transactions; loan its portfolio
securities; enter into repurchase transactions; and engage in other
activities specifically identified for this Fund.

Income Securities Fund

The investment objective of the Income Securities Fund is to maximize income
while maintaining prospects for capital appreciation.

Portfolio Investments. The Fund will pursue its objective by investing in a
diversified portfolio of domestic and foreign debt obligations, which may
include high yield, high risk, lower rated obligations (commonly referred to
as "junk bonds"), as well as equity securities, selected with particular
consideration of current income production along with capital appreciation.
The assets of the Fund may be held in cash or invested in securities traded
on any national securities exchange, in Money Market Instruments, or in
securities issued by a corporation, association or similar legal entity
having gross assets valued at not less than $1,000,000 as shown by its latest
published annual report. Such investments may include zero coupon, deferred
interest or pay-in-kind bonds, or preferred stocks. See "Investment Methods
and Risks." There are no restrictions as to the proportion of investments
which may be made in any particular type of security and such determination
is entirely within the Manager's discretion. As market conditions change, it
is conceivable that all of the assets of the Fund might be invested in debt
obligations or, conversely, in common stocks. As a fundamental policy,
however, the Fund will not concentrate its investments in a single industry
in excess of 25% of its total assets.

Currently, however, the Fund intends generally to invest in securities that
are rated at least Caa by Moody's or CCC by S&P, except for defaulted
securities discussed below, or, if unrated, comparable obligations in the
view of the Manager. The lower rated obligations in which the Fund may invest
are considered by S&P and Moody's, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation and therefore entail special
risks. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS,"
"Investment Methods and Risks," and the SAI for additional information, the
Appendix for a discussion of the rating categories, and the "Asset
Composition Table" for information about the ratings of the debt obligations
in the Fund during 1996.

Defaulted Debt Obligations. The Fund may invest up to 5% of its assets in
defaulted debt obligations which may be considered speculative.

Foreign Investments. The Fund may invest up to 25% of its total net assets in
foreign securities not publicly traded in the U.S., including those of
developing markets issuers. The Fund may also invest in sponsored or
unsponsored American Depositary Receipts. The Fund's investments in foreign
securities involve risks related to currency fluctuations, market volatility,
and economic, social, and political uncertainty that are different from
investments in similar obligations of domestic entities. Investments in
foreign developing markets involve heightened risks related to the smaller
size and lesser liquidity of these markets. INVESTMENTS IN FOREIGN
SECURITIES, PARTICULARLY IN DEVELOPING MARKETS, INVOLVE SPECIAL AND
ADDITIONAL RISKS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN SECURITIES"
AND THE SAI.

Other Investment Policies. The Fund currently intends to invest no more than
5% of its assets in loan participations and other related direct or indirect
bank obligations and up to 5% of its assets in trade claims, both of which
carry a high degree of risk; and currently intends to invest no more than 5%
of its assets in enhanced convertible securities. Under the policies
discussed in "Investment Methods and Risks," "Highlighted Risk
Considerations," and in the SAI, the Fund may also loan its portfolio
securities; enter into repurchase transactions; purchase debt obligations on
a "when-issued" or "delayed-delivery" basis; write covered call options on
securities; and engage in other activities specifically identified for this
Fund.

Mutual Shares Securities Fund

The principal investment objective of the Mutual Shares Securities Fund is
capital appreciation, with income as a secondary objective.

Portfolio Investments. Under normal market conditions, the Fund invests
primarily in domestic equity securities, including common and preferred
stocks and securities convertible into common stocks, as well as debt
obligations of any quality. Debt obligations may include securities or
indebtedness issued by corporations or governments in any form, including
notes, bonds, or debentures, as well as distressed mortgage obligations and
other debt secured by real property. The Manager has no pre-set limits as to
the percentages which may be invested in equity securities, debt securities
or Money Market Instruments. The Fund may invest in securities from any size
issuer, including smaller capitalization companies, which may be subject to
different and greater risks. See "Common Investment Methods and Risks,
Smaller Capitalization Issuers." It will tend to invest, however, in
securities of issuers with market capitalizations in excess of $500 million.
It may invest in securities that are traded on U.S. or foreign exchanges,
NASDAQ national market or in the over-the-counter market. It may invest in
any industry sector, although it will not concentrate in any one industry.
From time to time, the Fund may hold significant cash positions, consistent
with its policy on temporary investments, until suitable investment
opportunities are available.

The Fund also seeks to invest in securities of domestic and foreign companies
involved in mergers, consolidations, liquidations and reorganizations or as
to which there exist tender or exchange offers, and may participate in such
transactions. The Fund does not presently anticipate investing more than 50%
of its assets in such investments, but is not restricted to that amount.
There can be no assurance that any such transaction proposed at the time of
the Fund's investment will be consummated or will be consummated on the terms
and within the time period contemplated. The Fund may also invest in other
forms of secured or unsecured indebtedness or participations
("Indebtedness"), including without limitation, loan participations and trade
claims, of debtor companies involved in reorganization or financial
restructuring, some of which may have very long maturities. Some of the
Indebtedness is illiquid.

Selection of Portfolio Investments. The Fund's general policy is to invest in
securities which, in the opinion of the Manager, are available at prices less
than their intrinsic values. The Manager's opinions are based upon analysis
and research, taking into account, among other factors, the relationship of
book value to market value of the securities, cash flow, and multiples of
earnings of comparable securities. These factors are not applied
formulaically, as the Manager examines each security separately; the Manager
has no general criteria as to asset size, earnings or industry type which
would make a security unsuitable for purchase by the Fund.

The Fund generally purchases securities for investment purposes and not for
the purpose of influencing or controlling management of the issuer. However,
in certain circumstances when the Manager perceives that the Fund may
benefit, the Fund may itself seek to influence or control management or may
invest in other entities that purchase securities for the purpose of
influencing or controlling management, such as investing in a potential
takeover or leveraged buyout or investing in other entities engaged in such
practices.

Credit Quality. Debt obligations (including Indebtedness) in which the Fund
invests may be rated or unrated and, if rated, ratings may range from the
very highest to the very lowest categories (currently C for Moody's and D for
S&P). Medium and lower-rated debt obligations are commonly referred to as
"junk bonds." In general, it will invest in these instruments for the same
reasons underlying its investments in equity securities, i.e., that the
instruments are available, in the Manager's opinion, at prices less than
their intrinsic values. Consequently, the Manager's own analysis of a debt
instrument exercises a greater influence over the investment decision than
the stated coupon rate or credit rating. The Fund expects to invest in debt
obligations issued by reorganizing or restructuring companies, or companies
which recently emerged from, or are facing the prospect of a financial
restructuring. It is under these circumstances, which usually involve unrated
or low rated securities that are often in, or are about to, default, that the
Manager seeks to identify securities which are sometimes available at prices
which it believes are less than their intrinsic values. The purchase of
Indebtedness of a troubled company always involves a risk as to the
creditworthiness of the issuer and the possibility that the investment may be
lost. However, the debt securities of reorganizing or restructuring companies
typically rank senior to the equity securities of such companies.

Higher yields are generally available from securities in the higher risk,
lower rating categories of S&P or Moody's; however, the values of lower rated
securities generally fluctuate more than those of higher rated securities and
involve greater risk of loss of income and principal. Moreover, securities
rated BB or lower by S&P or Ba or lower by Moody's are predominantly
speculative with respect to the issuer's ability to pay principal and
interest and may be in default. These securities may also be less liquid than
higher rated securities, or have no established markets, thereby increasing
the degree to which judgment plays a role in valuing such securities. BECAUSE
OF THE FUND'S POLICY OF INVESTING IN LOWER-

RATED OR UNRATED, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN THE FUND IS
ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH AN INVESTMENT IN
HIGHER RATED OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING THE FUND SHOULD
EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR RISK. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS" AND
"APPENDIX."

Defaulted Debt Obligations. The Fund may invest without limit in defaulted
debt obligations, subject to the Fund's restriction on investments in
illiquid securities. Defaulted debt obligations may be considered
speculative. See the discussion above under "Credit Quality" for the
circumstances under which the Fund generally invests in defaulted debt
obligations.

Foreign Investments. Although the Fund reserves the right to purchase
securities in any foreign country without percentage limitation, the Fund's
current investment strategy is to invest primarily in domestic securities,
with no more than 10-15% of its total assets in foreign securities, including
sponsored or unsponsored Depositary Receipts. The Fund presently does not
intend to invest more than 5% of its assets in securities of developing
markets, including Eastern European countries and Russia. Foreign investments
may include both voting and non-voting securities, sovereign debt and
participation in foreign government deals. The Fund's investments in foreign
securities involve risks related to currency fluctuations, and political
uncertainty. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN SECURITIES" BELOW
AND IN THE SAI.

Currency Techniques. The Fund generally expects it will hedge against
currency risks to the extent that hedging is available. Currency hedging
techniques may include investments in foreign currency futures contracts,
options on foreign currencies or currency futures, forward foreign currency
exchange contracts ("forward contracts") and currency swaps, all of which
involve specialized risks. See "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS."

Other Investment Policies. While the Fund may not purchase securities of
registered open-end investment companies or affiliated investment companies,
it may invest from time to time in other investment company securities
subject to the limitation that it will not purchase more than 3% of the
voting securities of another investment company. In addition, the Fund will
not invest more than 5% of its assets in the securities of any single
investment company and will not invest more than 10% of its assets in
investment company securities. Investors should recognize that an investment
in the securities of such investment companies results in layering of
expenses such that investors indirectly bear a proportionate share of the
expenses of such investment companies, including operating costs, and
investment advisory and administrative fees. The Fund may also sell short
securities it does not own up to 5% of its assets. Short sales have risks of
loss if the price of the security sold short increases after the sale, but
the Fund can profit if the price decreases. The Fund may also sell securities
"short against the box" (i.e., securities which the Fund owns or has the
immediate and unconditional right to acquire at no additional cost) without
limit. See the SAI for further details concerning short sales.

Under the policies discussed in "Investment Methods and Risks," "Highlighted
Risk Considerations," and in the SAI, the Fund may also loan its portfolio
securities; enter into repurchase transactions; purchase securities and debt
obligations on a "when-issued" or "delayed delivery" basis; invest in
restricted or illiquid securities; purchase and sell exchange-listed and
over-the-counter put and call options on securities, equity and fixed-income
indices and other financial instruments; purchase and sell financial futures
contracts and options thereon; and engage in other activities specifically
identified for this Fund.

Real Estate Securities Fund

The principal objective of the Real Estate Securities Fund is capital
appreciation, with a secondary objective of earning current income on its
investments.

Portfolio Investments. The Fund pursues its principal objective by investing
primarily in securities of companies operating in the real estate industry.
Under normal circumstances, therefore, at least 65% of the Fund's total
assets will be invested in "real estate securities," (defined below),
primarily equity real estate investment trusts ("REITs"). The Fund may also
invest in equity securities issued by home builders and developers and in
debt obligations and convertible securities issued by REITs, home builders,
and developers. The Fund will generally invest in real estate securities of
companies listed on a securities exchange or traded over-the-counter. As used
by the Fund, investments deemed to be "real estate securities" will include
equity, debt obligations, and convertible securities of companies having the
following characteristics and will be subject to the following limitations:

1. Companies qualifying as a REIT for federal income tax purposes. In order
to qualify as a REIT, a company must derive at least 75% of its gross income
from real estate sources (rents, mortgage interest, gains from the sale of
real estate assets), and at least 95% from real estate sources, plus
dividends, interest and gains from the sale of securities. Real property,
mortgage loans, cash and certain securities must comprise 75% of a company's
assets. In order to qualify as a REIT, a company must also make distributions
to shareholders aggregating annually at least 95% of its REIT taxable income.

2. Companies, such as home builders and developers, having at least 50% of
their assets related to, or deriving at least 50% of their revenues from, the
ownership, construction, management, or sale of residential, commercial or
industrial real estate.

The Fund will typically invest predominately in securities issued by mid-cap
or smaller cap U.S. companies which have market capitalizations of $5 billion
and $1 billion or less, respectively, because that is reflective of the
industry itself. Small cap companies can be subject to different and greater
risks than mid or larger cap issuers. See "Investment Methods and Risks-Small
Capitalization Issuers."

Risks Related to Concentration. The Fund may invest more than 25% of its
total assets in any sector of the real estate industry described above. The
Fund's policy of concentrating in the securities of companies in the real
estate industry and the other investment policies referenced above are
fundamental policies that cannot be changed without shareholder approval. Due
to the Fund's concentration in the real estate industry, adverse developments
in that industry will have a greater impact on the Fund, and consequently
shareholders, than a fund with broader diversification. Special
considerations to an investment in the Fund include those risks associated
with the direct ownership of real estate: declines in the value of real
estate, risks related to general and local economic conditions, over-building
and increased competition, increases in property taxes and operating
expenses, changes in zoning laws, casualty or condemnation losses,
limitations on rents, changes in neighborhood values, the appeal of
properties to tenants, and increases in interest rates. The value of
securities of companies which service the real estate industry may also be
affected by such risks.

In addition to the risks discussed above, equity REITs may be affected by any
changes in the value of the underlying property owned by such REITs, while
mortgage REITs may be affected by the quality of any credit extended. Equity
and mortgage REITs are dependent on the REITs' management skill, may not be
diversified, and are subject to the risks of financing projects. The Fund
could conceivably own real estate directly as a result of a default on debt
obligations it owns. Changes in prevailing interest rates also may inversely
affect the value of the debt obligations in which the Fund will invest.

The Fund's Manager believes, however, that diversification of the Fund's
assets into different types of real estate investments will help mitigate,
although it cannot eliminate, the inherent risks of such industry
concentration.

Real Estate Related Investments. In addition to the Fund's investments in
real estate securities, as defined above, the Fund may also invest a portion
of its assets in debt obligations or equity securities of issuers engaged in
businesses whose products and services are closely related to the real estate
industry, and publicly traded on an exchange or in the over-the-counter
market. Such issuers may include manufacturers and distributors of building
supplies; financial institutions that issue or service mortgages, such as
savings and loan associations or mortgage bankers; and companies whose
principal business is unrelated to the real estate industry but who have
significant real estate holdings (at least 50% of their respective assets)
believed to be undervalued relative to the price of those companies'
securities.

Credit Quality. As an operating policy, the Fund will not invest more than
10% of its net assets in convertible debt obligations or debt obligations
rated Ba or lower by Moody's or, if unrated, deemed by the Manager to be of
comparable quality. Generally, however, the Fund will not acquire any
investments rated lower than B by Moody's or, if unrated, deemed to be of
comparable quality by the Manager. Lower rated obligations (commonly referred
to as "junk bonds") are considered by the rating agencies to have increased
risks related to the creditworthiness of their issuers. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS" AND THE SAI.

Other Investment Policies. The Fund may invest up to 10% in foreign
securities, including developing markets, which involve special risks
including currency fluctuations and political uncertainty. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" AND THE SAI. Under the policies
discussed in "Investment Methods and Risks," and in the SAI, the Fund may
also write covered call options, loan its portfolio securities, engage in
repurchase transactions, invest in enhanced convertible securities, and
engage in other activities specifically identified for this Fund.

Rising Dividends Fund

The investment objectives of the Rising Dividends Fund are capital
appreciation and current income incidental to capital appreciation. In
seeking capital appreciation, the Fund invests with a long-term investment
horizon. Preservation of capital, while not an objective, is also an
important consideration.

Selection of Portfolio Investments. The Fund seeks to achieve its investment
objectives by investing, as a fundamental policy, at least 65% of its net
assets in financially sound companies that have paid consistently rising
dividends based on the investment philosophy that the securities of such
companies, because of their dividend record, have a strong potential to
increase in value. Under normal market conditions, the Fund's portfolio is at
least 65% invested in the securities of companies that meet the following
specialized criteria:

1. consistent dividend increases - a company should have increased its
dividend in at least eight out of the last ten years with no year showing a
decrease;

2. substantial dividend increases - a company must have increased its
dividend at least 100% over the past ten years;

3. reinvested earnings - dividend payout should be less than 65% of current
earnings (except for utility companies);

4. strong balance sheet - long-term debt obligations should be no more than
30% of total capitalization (except for utility companies); and

5. attractive price - the current price should either be in the lower half of
the stock's price/earnings ratio range for the past ten years or less than
the average current market price/earnings ratio of the stocks comprising the
S&P 500 Stock Index. This criterion applies only at the time of purchase.

The remaining 35% of the Fund's assets typically are invested in
dividend-paying equity securities with similar characteristics that may not
meet all of the specialized criteria listed above. The Fund's investments may
include common stocks, convertible securities, or rights or warrants to
subscribe for or purchase common stocks.

The Manager also considers other factors, such as return on shareholder's
equity, rate of earnings growth and anticipated price/earnings ratios, in
selecting investments for the Fund. In addition, because capital preservation
is an important consideration, the Manager generally also reviews a company's
stability and the strength of its balance sheet in selecting among eligible
growth companies.

Following these policies, the Fund will typically invest predominantly in
equity securities issued by large-cap or mid-cap U.S. companies, which have
market capitalizations of $1 billion or more. It may also invest to a lesser
degree in smaller capitalization companies, which are subject to different
and greater risks. See "Common Investment Objectives and Risks, Smaller
Capitalization Issuers."

Other Investment Policies. The Fund may invest up to 10% in foreign
securities, including developing markets, which involve special risks
including currency fluctuations and political uncertainty. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" AND THE SAI. Under the policies
discussed in "Investment Methods and Risks," and in the SAI, the Fund may
also loan its portfolio securities, enter into repurchase transactions, write
covered call options, and engage in other activities specifically identified
for this Fund.

Templeton Global Asset Allocation Fund

The investment objective of the Templeton Global Asset Allocation Fund is to
seek a high level of total return through a flexible policy of investing in
the following market segments: equity securities of issuers in any nation,
debt obligations of companies and governments of any nation, and Money Market
Instruments.

Portfolio Investments. The mix of investments among these three market
segments will be adjusted in an attempt to capitalize on total return
potential produced by changing economic conditions throughout the world.
There are no minimum or maximum percentages as to the amount of the Fund's
assets which may be invested in each of the market segments. Except as noted
below and under "Investment Restrictions" in the SAI, the Manager has
complete discretion in determining the amount of equity securities, debt
obligations, or Money Market Instruments in which the Fund may invest.

The Fund seeks to achieve its objective by seeking investment opportunities
in all types of securities issued by companies or governments of any nation,
including developing markets nations. The Fund will normally be invested in
at least three countries, except during defensive periods. INVESTORS SHOULD
CONSIDER CAREFULLY THE SUBSTANTIAL RISKS INVOLVED IN INVESTING IN FOREIGN
SECURITIES, RISKS THAT ARE HEIGHTENED FOR INVESTMENTS IN DEVELOPING MARKETS.
SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS."

Equity Securities. Equity securities in which the Fund may invest consistent
with its investment objective and policies may include common and preferred
stock, securities (bonds or preferred stock) convertible into common stock
("convertible securities"), warrants, equity real estate investment trusts
("REITs"), and securities representing underlying international securities
such as depositary receipts. The Fund may purchase sponsored or unsponsored
depositary receipts, such as ADRs, EDRs, and GDRs, which will be deemed to be
investments in the underlying securities for purposes of the Fund's
investment policies. Depositary receipts may not necessarily be denominated
in the same currency as the underlying securities and they involve the risks
of other investments in foreign securities, as discussed in "Highlighted Risk
Considerations, Foreign Transactions."

Debt Obligations. Debt obligations in which the Fund may invest consistent
with its investment objective and policies may include many types of debt
obligations of both domestic and foreign governments or companies, such as
bonds, debentures, notes, commercial paper, collateralized mortgage
obligations ("CMOs") and obligations issued or guaranteed by governments or
government agencies or instrumentalities including, specifically, Government
National Mortgage Association ("GNMA") mortgage-backed certificates. The
yields provided by GNMA securities have historically exceeded the yields on
other types of U.S. Government Securities with comparable maturities;
unpredictable prepayments of principal, however, can greatly change realized
yields. See "Investment Methods and Risks." The Fund has the flexibility to
invest in preferred stocks and certain debt obligations, rated or unrated,
such as convertible bonds and bonds selling at a discount. Debt obligations
can provide the potential for capital appreciation based on various factors
such as changes in interest rates, economic and market conditions,
improvement in an issuer's ability to repay principal and pay interest, and
ratings upgrades.

Credit Quality. The Fund may invest in medium grade and lower quality debt
obligations that are rated between BBB and as low as CC by S&P, and between
Baa and as low as Ca by Moody's or, if unrated, are of equivalent investment
quality as determined by the Manager. Bonds rated BB or lower are
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation
and may be in default. Issues of bonds rated Ca may often be in default.
Higher yields are generally available from securities in the higher risk,
lower rating categories of S&P or Moody's (commonly referred to as "junk
bonds"); however, the values of lower rated securities generally fluctuate
more than those of higher rated securities and involve greater risk of loss
of income and principal. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED
DEBT OBLIGATIONS," "INVESTMENT METHODS AND RISKS," THE SAI FOR ADDITIONAL
INFORMATION, AND THE "APPENDIX" FOR A DISCUSSION OF THE RATING CATEGORIES.

As an operating policy established by the Board, however, the Fund will not
invest more than 25% of its total assets in debt obligations rated BBB or
lower by S&P or Baa or lower by Moody's or if unrated, determined by the
Manager to be of comparable quality. Such limit would include defaulted debt
obligations. Many debt obligations of foreign issuers, and especially
developing markets issuers, are either (i) rated below investment grade or
(ii) not rated by U.S. rating agencies so that their selection depends on the
Manager's internal analysis. The Board may consider an increase in this
operating policy if, in its judgment, economic conditions change such that a
higher level of investment in high risk, lower quality debt obligations would
be consistent with the interests of the Fund and its shareholders.

Money Market Instruments. The Fund may invest in Money Market Instruments. In
addition, the Fund may hold cash and time deposits with banks in the currency
of any major nation and invest in certificates of deposit of federally
insured savings and loan associations having total assets in excess of $1
billion. The Fund may also invest in commercial paper limited to obligations
rated Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P or, if not rated by
Moody's or S&P, issued by companies having an outstanding debt issue
currently rated Aaa or Aa by Moody's or AAA or AA by S&P. See the Appendix.

Defaulted Debt Obligations. The Fund may invest up to 10% of its assets in
defaulted debt obligations, which may be considered speculative.

Foreign Securities. The Fund has an unlimited right to purchase securities in
any foreign country, developed or emerging, if they are listed on an
exchange, as well as a limited right to purchase such securities if they are
unlisted. However, as a non-fundamental policy, the Fund will limit its
investments in securities of Russian issuers to 5% of total assets. The
Fund's investments in foreign securities involve risks related to currency
fluctuations, market volatility, and economic, social, and political
uncertainty that are different from investing in similar obligations of
domestic entities. Investments in foreign developing markets involve
heightened risks related to the smaller size and lesser liquidity of these
markets. INVESTORS SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS INVOLVED
IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR INVESTMENTS
IN DEVELOPING MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS."

Currency Techniques. The Fund may, but with respect to equity securities does
not currently intend, to employ certain active currency hedging techniques.
Such techniques may include investments in foreign currency futures
contracts, forward foreign currency exchange contracts ("forward contracts"),
and options on foreign currencies, all of which involve specialized risks.
See "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS."

Other Investment Policies. Under the policies discussed in "Investment
Methods and Risks," "Highlighted Risk Considerations," and in the SAI, the
Fund may also invest in illiquid and restricted securities, purchase
securities on a "when-issued" basis, enter into repurchase transactions, loan
its portfolio securities, and engage in other activities specifically
identified for this Fund.

Utility Equity Fund

The investment objectives of the Utility Equity Fund are to seek both capital
appreciation and current income by concentrating investments in the
securities of public utilities companies.

Portfolio Investments. The Fund pursues its objectives by investing, under
normal conditions, at least 65% of the Fund's total assets in securities of
issuers engaged in the public utilities industry, which includes the
manufacture, production, generation, transmission and sale of gas and
electric energy and water. Assets may also be invested in issuers engaged in
the communications field, including entities such as telephone, telegraph,
satellite, microwave and other companies providing communication facilities
for the public benefit, but not those in public broadcasting. The Fund will
normally invest in common stocks which are expected to yield dividends.

Foreign Investments. The Fund may invest up to 25% of its total net assets in
foreign securities, including Depositary Receipts and those of developing
markets issuers. However, as a non-fundamental policy, the Fund will limit
its investments in securities of Russian issuers to 5% of total assets. The
Fund's investments in foreign securities involve risks related to currency
fluctuations, market volatility, and economic, social, and political
uncertainty that are different from investing in similar obligations of
domestic entities. Investments in foreign developing markets involve
heightened risks related to the smaller size and lesser liquidity of these
markets. INVESTMENTS IN FOREIGN SECURITIES, PARTICULARLYIN DEVELOPING
MARKETS, INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, FOREIGN SECURITIES" AND THE SAI.

Risks Associated with Utilities Investments. The Fund has substantial
investments in electric public utility companies which have certain
characteristics and risks of which investors should be aware. Such
characteristics include: the difficulty in obtaining adequate returns on
invested capital despite frequent rate increases; the difficulty in financing
large construction programs during inflationary periods; restrictions on
operations and increased costs and delays attributable to environmental
considerations; difficulty of the capital markets in absorbing utility debt
and equity securities; difficulties in obtaining fuel for electric generation
at reasonable prices; difficulty in obtaining natural gas for resale;
declines in the prices of alternative fuels; risks associated with the
construction and operation of nuclear power plants; and general effects of
energy conservation. The Fund's policy of concentrating its investments in
utilities may make it more susceptible to adverse developments than a fund
with greater industry diversification.

In addition, utility stocks may be particularly sensitive to interest rate
movements because investors may value such stocks based upon their yields
rather than their potential growth. Accordingly, utility stocks may behave
like bonds, rising in value during periods of falling interest rates and
falling in value during periods of rising interest rates. Utility stocks may
also, however, be affected by factors which affect equity securities
generally.

Notwithstanding these risk factors, gas and electric utility companies have
been favorably affected by lower financing costs, and, in the case of
electrical utilities, the ability to build, operate and maintain power plants
outside their historical territories. Each of the favorable factors is, of
course, subject to change.

Other Investment Policies. The Fund may invest up to 5% of its assets in debt
obligations, including convertible bonds issued by public utility issuers,
regardless of their ratings, which means the assets of the Fund may be
invested in securities rated Ba or lower by Moody's or BB or lower by S&P, or
unrated securities determined by the Manager to be of comparable quality. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT
METHODS AND RISKS, DEBT OBLIGATIONS," AND "APPENDIX." The Fund currently
intends to invest no more than 5% of its assets in preferred stocks or
convertible preferred stocks issued by public utility issuers. Under the
policies discussed in "Investment Methods and Risks," "Highlighted Risk
Considerations," and in the SAI, the Fund may also write covered call
options, loan its portfolio securities, enter into repurchase transactions,
and engage in other activities specifically identified for this Fund.

FUNDS SEEKING CAPITAL GROWTH

Capital Growth Fund

The primary investment objective of the Capital Growth Fund is capital
appreciation. Current income is only a secondary consideration in selecting
portfolio securities.

Under normal market conditions, the Fund will invest primarily (at least 65%
of assets) in equity securities, including common and preferred stocks, or
securities convertible into common stocks, which are believed to offer
favorable possibilities for capital appreciation, but some of which may yield
little or no current income. The Fund's assets may be invested in shares of
common or capital stock traded on any national securities exchange or
over-the-counter, in convertible securities or, for temporary or defensive
purposes, in cash and Money Market Instruments. Stocks and other equity
securities representing ownership interests in corporations have historically
outperformed other asset classes over the long term, but tend to fluctuate
more dramatically over the short term.

The Manager will generally make long-term investments in equity securities
which have been selected based upon fundamental and quantitative analysis.
Following these policies, the Fund will typically invest predominantly in
equity securities issued by large-cap or mid-cap U.S. companies, which have
market capitalizations of $1 billion or more. It may also invest to a lesser
degree in smaller capitalization companies, which may be subject to different
and greater risks, but there is no present intention of investing more than
20% of the Fund's assets in such securities. See "Common Investment
Objectives and Risks, Smaller Capitalization Issuers."

Foreign Securities. As an operating policy, the Fund currently intends to
invest no more than 15% of its assets in foreign securities, including
Depositary Receipts which involve special risks including currency
fluctuations and political uncertainty. SEE "HIGHLIGHTED RISK CONSIDERATIONS
- - FOREIGN TRANSACTIONS" ANDTHESAI.

Other Investments. The Fund currently intends to invest no more than 5% of
its assets in debt obligations, including convertible debt obligations, rated
Ba or lower by Moody's or BB or lower by S&P, or unrated securities
determined by the Manager to be of comparable quality. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT METHODS AND RISKS,
DEBT OBLIGATIONS," AND "APPENDIX." The Fund may invest in convertible
preferred stocks, which are equity securities, generally carry a higher
degree of market risk than debt obligations, and often may be regarded as
speculative in nature. See "Highlighted Risk Considerations" and "Investment
Methods and Risks." Under the policies discussed in "Investment Methods and
Risks" and in the SAI, the Fund may also write covered call options; purchase
put options on securities; loan its portfolio securities; enter into
repurchase transactions; invest in restricted or illiquid securities; and
engage in other activities specifically identified for this Fund.

Mutual Discovery Securities Fund

The investment objective of the Mutual Discovery Securities Fund is capital
appreciation.

Portfolio Investments. Under normal market conditions, the Fund invests in
domestic and foreign equity securities, including common and preferred stocks
and securities convertible into common stocks, as well as debt obligations of
any quality. Debt obligations may include securities or indebtedness issued
by corporations or governments in any form, including notes, bonds, or
debentures, as well as distressed mortgage obligations and other debt secured
by real property. The Manager has no pre-set limits as to the percentages
which may be invested in equity securities, debt securities or Money Market
Instruments. The Fund may invest in securities from any size issuer, and may
invest a substantial portion of its assets in securities of small
capitalization issuers, which have market capitalizations of less than $1
billion. Securities of foreign or small cap issuers may be subject to
different and greater risks, as discussed below. The Fund may invest in
securities that are traded on U.S. or foreign exchanges, NASDAQ national
market or in the over-the-counter market. It may invest in any industry
sector, although it will not concentrate in any one industry. From time to
time, the Fund may hold significant cash positions until suitable investment
opportunities are available, consistent with its policy on temporary
investments.

The Fund also seeks to invest in securities of domestic and foreign companies
involved in mergers, consolidations, liquidations and reorganizations or as
to which there exist tender or exchange offers, and may participate in such
transactions. The Fund does not presently anticipate investing more than 50%
of its assets in such investments, but is not restricted to that amount.
There can be no assurance that any such transaction proposed at the time of
the Fund's investment will be consummated or will be consummated on the terms
and within the time period contemplated. The Fund may also invest in other
forms of secured or unsecured indebtedness or participations
("Indebtedness"), including without limitation loan participations and trade
claims, of debtor companies involved in reorganization or financial
restructuring, some of which may have very long maturities. Some of the
Indebtedness is illiquid.

Selection of Portfolio Investments. The Fund's general policy is to invest in
securities which, in the opinion of its Manager, are available at prices less
than their intrinsic values. The Manager's opinions are based upon analysis
and research, taking into account, among other factors, the relationship of
book value to market value of the securities, cash flow, and multiples of
earnings of comparable securities. These factors are not applied
formulaically, as the Manager examines each security separately; the Manager
has no general criteria as to asset size, earnings or industry type which
would make a security unsuitable for purchase by the Fund.

Foreign Investments. The Fund may purchase securities in any foreign country,
developed or undeveloped, and currently expects to invest up to 50% or more
of its total assets in foreign securities, including sponsored or unsponsored
Depositary Receipts. The Fund presently does not intend to invest more than
5% of its assets in securities of developing markets including Eastern
European countries and Russia. Foreign investments may include both voting
and non-voting securities, sovereign debt and participation in foreign
government deals. The Fund's investments in foreign securities involve risks
related to currency fluctuations, market volatility, and economic, social,
and political uncertainty that are different from investing in similar
domestic securities. Investments in foreign developing markets involve
heightened risks related to the smaller size and lesser liquidity of those
markets. INVESTORS SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS INVOLVED
IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED IN DEVELOPING
MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN SECURITIES" BELOW AND
IN THE SAI.

Currency Techniques. The Fund generally expects to hedge against currency
risks to the extent that hedging is available. Currency hedging techniques
may include investments in foreign currency futures contracts, options on
foreign currencies or currency futures, forward foreign currency exchange
contracts ("forward contracts") and currency swaps, all of which involve
specialized risks. See "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS."

Risks Associated with Small Cap Investments. Securities of smaller companies,
particularly if they are unseasoned, present greater risks than securities of
larger, more established companies. The smaller companies in which the Fund
may invest are often not well known, may often trade at a discount and may
not be followed by institutions. The companies may have relatively small
revenues, limited product lines, and a small share of the market for their
products or services. Small cap companies may lack depth of management, they
may be unable to internally generate funds necessary for growth or potential
development or to generate such funds through external financing on favorable
terms, or they may be developing or marketing new products or services for
which markets are not yet established and may never become established. Due
to these and other factors, small cap companies may suffer significant losses
as well as realize substantial growth, and investments in such companies tend
to be more volatile and are therefore speculative. Besides exhibiting greater
volatility, small cap company stocks may fluctuate independently of larger
company stocks. See "Investment Methods and Risks."

Higher yields are generally available from securities in the higher risk,
lower rating categories of S&P or Moody's. However, the values of lower rated
securities generally fluctuate more than those of higher rated securities and
involve greater risk of loss of income and principal. Moreover, securities
rated BB or lower by S&P or Ba or lower by Moody's are predominantly
speculative with respect to the issuer's ability to pay principal and
interest and may be in default. These securities may also be less liquid than
higher rated securities, or have no established markets, thereby increasing
the degree to which judgment plays a role in valuing such securities. BECAUSE
OF THE FUND'S POLICY OF INVESTING IN LOWER-RATEDORUNRATED, HIGHER RISK DEBT
OBLIGATIONS, AN INVESTMENT IN THE FUND IS ACCOMPANIED BY A HIGHER DEGREE OF
RISK THAN IS PRESENT WITH AN INVESTMENT IN HIGHER RATED OBLIGATIONS.
ACCORDINGLY, INVESTORS CONSIDERING THE FUND SHOULD EVALUATE THEIR OVERALL
INVESTMENT GOALS AND TOLERANCE FOR RISK. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS" AND "APPENDIX."

Natural Resources Securities Fund

Effective May 1, 1997, the Fund's name changed from "Precious Metals Fund" to
"Natural Resources Securities Fund," to reflect the changes approved by
shareholders in the Fund's investment objective, industry concentration
policy and related fundamental and non-fundamental investment policies.

The Natural Resources Securities Fund's investment objective is capital
appreciation with current income as a secondary objective. The Fund seeks to
achieve its objective by concentrating its investments in securities issued
by companies in or related to the natural resources sector.

Portfolio Investments. Under normal market conditions, the Fund will invest
primarily (at least 65% of assets) in securities issued by companies in or
related to the natural resources sector. Companies in the natural resources
sector may own, produce, refine, process or market natural resources, or
provide support services for natural resources companies (e.g., develop
technologies or provide services, supplies or equipment directly related to
the production of natural resources). The natural resources sector includes,
but is not limited to, the following industries: integrated oil; oil and gas
exploration and production; gold and precious metals; steel and iron ore
production; aluminum production; forest products; farming products; paper
products; chemicals; building materials; energy services and technology;
environmental services; and energy generation and distribution.

The Fund may invest in common stocks (including preferred or debt securities
convertible into common stocks), preferred stocks and debt obligations. While
the Fund normally expects to invest primarily in equity securities, the
mixture of common stocks, preferred stocks and debt obligations may vary from
time to time based upon the Manager's assessment as to whether investments in
each category will contribute to meeting the Fund's investment objective.

Risks of Investing in Natural Resources Sector. Due to the Fund's policy of
concentrating its investments in the natural resources sector, the Fund's
shares may be subject to greater risk of adverse developments in those
industries than an investment in a fund with greater industry
diversification. In addition, at the Manager's discretion, the Fund may from
time to time invest up to 25% of its assets in any industry or group of
industries within the natural resources sector; such a strategy may expose
the Fund to greater investment risk than a more diversified strategy within
the sector.

Certain of the natural resources industries' commodities are subject to
limited pricing flexibility as a result of similar supply and demand factors.
Others are subject to broad price fluctuations, reflecting the volatility of
certain raw materials' prices and the instability of supplies of other
resources. These factors can affect the overall profitability of an
individual company operating within the natural resources sector. While the
Manager may strive to diversify among the industries within the natural
resources sector to reduce this volatility, there will be occasions where the
value of an individual company's securities will prove more volatile than the
broader market. In addition, many of these companies operate in areas of the
world where they are subject to unstable political environments, currency
fluctuations and inflationary pressures.

Foreign Investments. While the Fund will normally invest a greater percentage
of its assets in securities of U.S. issuers than in securities of issuers in
any other single country, the Fund may invest 50% or more of its assets in
foreign securities, including Depositary Receipts, of issuers in both
developed and developing markets. Foreign securities include both equity
securities and debt obligations.The Fund's investments in foreign securities
involve risks related to currency fluctuations, market volatility, and
economic, social, and political uncertainty that are different from investing
in similar obligations of domestic entities. Investments in foreign
developing markets involve heightened risks related to the smaller size and
lesser liquidity of these markets. INVESTORS SHOULD CONSIDER CAREFULLY THE
SUBSTANTIAL RISKS INVOLVED IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE
HEIGHTENED FOR INVESTMENTS IN DEVELOPING MARKETS. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, FOREIGN TRANSACTIONS."

Small Cap Investments. The Fund may invest without minimum or maximum
limitation in small capitalization companies ("small cap companies") which
have market capitalizations of $1 billion or less at the time of purchase.
These may include investments in small mining or oil and gas exploration
concerns which are believed to have significant potential for appreciation,
but are subject to the risk that their exploration efforts will not be
successful. The Fund will not invest more than 10% of its assets in
securities of companies with less than three years of continuous operation.
Due to these and other factors, small cap and unseasoned companies may suffer
significant losses as well as realize substantial growth, and investments in
such companies tend to be more volatile and are therefore speculative.
Besides exhibiting greater volatility, these stocks may fluctuate
independently of larger company stocks. See "Investment Methods and Risks."

Debt Obligations and Credit Quality. The Fund may invest in debt obligations
issued by domestic or foreign corporations or governments.

The Fund may invest, without percentage limitation, in debt obligations rated
as "investment grade" by Moody's or S&P, or in unrated debt obligations of
similar quality as determined by the Manager. The Fund may also invest up to
15% of its total assets in debt obligations rated BB or lower by S&P or Ba or
lower by Moody's, so long as they are not rated lower than B by Moody's or
S&P, or in unrated debt obligations of similar quality as determined by the
Manager. The Manager does not currently expect investments in lower rated
debt obligations to exceed 5% of the Fund's assets. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT METHODS AND RISKS,
DEBT OBLIGATIONS," AND "APPENDIX."

Other Investment Policies. The Fund may invest up to 35% of its assets in
equity securities or debt obligations of foreign or domestic issuers outside
the natural resources sector, which may include REITs. Some of these issuers
may be in industries related to the natural resources sector and, therefore,
may be subject to similar risks. The Fund may invest up to 5% of its assets
in commodities (including gold bullion or gold coins) or futures on
commodities related to the natural resources sector as defined above. Under
the policies discussed in "Investment Methods and Risks," "Highlighted Risk
Considerations," and in the SAI, the Fund may also make temporary defensive
investments, purchase debt obligations on a "when-issued" or "delayed
delivery" basis, write covered call options, loan its portfolio securities,
enter into repurchase transactions, borrow money, invest in restricted or
illiquid securities, and engage in other activities specifically identified
for this Fund.

Small Cap Fund

The investment objective of the Small Cap Fund is long-term capital growth.
The Fund seeks to accomplish its objective by investing primarily in equity
securities of small capitalization growth companies. Investments in small
capitalization companies may involve greater risks and greater volatility
than investments in larger and more established companies.

Portfolio Investments. Under normal market conditions, the Fund will invest
at least 65% of its total assets in equity securities of small capitalization
growth companies ("small cap companies"). A small cap company generally has a
market capitalization of less than $1 billion at the time of the Fund's
investment and, in the opinion of the Fund's Manager, is positioned for rapid
growth in revenues, earnings or assets. Market capitalization is defined as
the total market value of a company's outstanding common stock. The
securities of small cap companies are traded on U.S. or foreign stock
exchanges and over-the-counter. As an operating policy the Fund will not
invest more than 10% of its assets in securities issued by companies with
less than three years of continuous operation.

The Fund seeks to invest at least one-third of its assets in equity
securities of companies with market capitalizations of $550 million or less;
there is no assurance, however, that the Fund will always be able to find
suitable companies to include in this one-third portion. The Manager will
monitor the availability of securities suitable for investment by the Fund
and recommend appropriate action to the Board of Trustees of the Trust if it
appears that this goal will not be attainable under the Fund's current
objective and other policies.

Equity securities of small cap companies may consist of common stock,
preferred stock, warrants for the purchase of common stock, and convertible
securities. The Fund currently does not intend to invest more than 10% of its
assets in convertible securities, which are discussed below in "Investment
Methods and Risks, Convertible Securities."

Selection of Portfolio Investments. The Fund has been designed to provide
investors with potentially greater long-term rewards by investing in
securities of small cap companies which may offer the potential for
significant capital appreciation since they may be overlooked by investors or
undervalued in relation to their earnings power. Small cap companies
generally are not as well known to the investing public and have less of an
investor following than larger companies, and therefore may provide greater
opportunities for long-term capital growth as a result of relative
inefficiencies in the marketplace. Such companies may be undervalued because
they are part of an industry that is out of favor with investors, although
the individual companies may have high rates of earning growth and be
financially sound. Selection of small cap company equity securities for the
Fund will be based on characteristics such as the financial strength of the
company, the expertise of management, the growth potential of the company
within its industry and the growth potential of the industry itself. Small
cap companies often pay no dividends and current income is not a factor in
the selection of stocks. The Manager uses a disciplined approach to stock
selection, blending fundamental and quantitative analysis.

Risks Associated with Small Cap Investments. The Fund will primarily invest
in relatively new or unseasoned companies which are in their early stages of
development, or small cap companies positioned in new and emerging industries
where the opportunity for rapid growth is expected to be above average.
Securities of smaller or unseasoned companies present greater risks than
securities of larger, more established companies. The companies may have
relatively small revenues, limited product lines, and may have a small share
of the market for their products or services. Small cap companies may lack
depth of management, they may be unable to internally generate funds
necessary for growth or potential development or to generate such funds
through external financing on favorable terms, or they may be developing or
marketing new products or services for which markets are not yet established
and may never become established. Due to these and other factors, small cap
companies may suffer significant losses as well as realize substantial
growth, and investments in such companies tend to be more volatile and are
therefore speculative. Besides exhibiting greater volatility, small cap
company stocks may, to a degree, fluctuate independently of larger company
stocks. See "Investment Methods and Risks-Small Capitalization Issuers." THE
FUND MAY NOT BE APPROPRIATE FOR SHORT-TERM INVESTORS, AND AN INVESTMENT IN
THE FUND SHOULD NOT BE CONSIDERED A COMPLETE INVESTMENT PROGRAM.

Foreign Investments. Although the Fund may invest up to 25% of its total
assets in foreign securities, including those of developing market issuers
and sponsored or unsponsored Depositary Receipts, it currently has no
intention of investing more than 15%. The Fund presently does not intend to
invest more than 5% of its assets in developing markets securities. The
Fund's investments in foreign securities involve risks related to currency
fluctuations, market volatility, and economic, social, and political
uncertainty that are different from investing in similar domestic securities.
INVESTMENTS IN FOREIGN SECURITIES, PARTICULARLY IN DEVELOPING MARKETS,
INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE "HIGHLIGHTED RISK CONSIDERATIONS,
FOREIGN SECURITIES" BELOW AND IN THE SAI.

Other Investments. Although the Fund's assets will be invested primarily in
equity securities of small cap companies, the Fund may invest up to 35% of
its total assets in other instruments, which may cause its performance to
vary from that of the small capitalization equity markets. The Fund may
invest in equity securities of larger capitalization companies which the
Fund's Manager believes have strong growth potential, or in equity securities
of relatively well-known, larger companies in mature industries which the
Manager believes have the potential for capital appreciation.

The Fund may also invest in debt securities which the Manager believes have
the potential for capital appreciation as a result of improvement in the
creditworthiness of the issuer. The receipt of income is incidental to the
Fund's objective of capital growth. The Fund may invest in debt securities
rated B or above by Moody's or S&P, or in unrated securities the Manager has
determined are of comparable quality. Currently, however, the Fund does not
intend to invest more than 5% of its assets in debt obligations (including
convertible debt securities) rated lower than BBB by S&P or Baa by Moody's
or, if unrated, determined by the Manager to be of comparable quality. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT
METHODS AND RISKS, DEBT OBLIGATIONS," AND "APPENDIX."

The Fund currently does not intend to invest more than 10% of its assets in
real estate investment trusts ("REITs"), which are described in "Real Estate
Fund", above, including small capitalization REITs.

Other Investment Policies. Under the policies discussed in "Investment
Methods and Risks," "Highlighted Risk Considerations," and the SAI, the Fund
may also write covered put and call options on securities or financial
indices; purchase put and call options on securities or financial indices;
purchase and sell futures contracts or related options with respect to
securities, indices and currencies; invest in restricted or illiquid
securities; lend portfolio securities; borrow money; enter into repurchase or
reverse repurchase agreements; and engage in other activities specifically
identified for this Fund.

Templeton Developing Markets Equity Fund

The investment objective of the Templeton Developing Markets Equity Fund is
long-term capital appreciation.

The Fund seeks to achieve this objective by investing primarily in equity
securities of issuers in countries having developing markets as defined under
"Highlighted Risk Considerations-Foreign Transactions." It is currently
expected that under normal conditions at least 65% of the Fund's total assets
will be invested in such securities. The Fund will at all times, except
during defensive periods, maintain investments in at least three countries
having developing markets. The Fund has the right to purchase securities in
any foreign country, developed or developing. However, as a non-fundamental
policy, the Fund will limit its investments in securities of Russian issuers
to 5% of total assets. Investments in foreign developing markets, including
certain Eastern European countries and Russia, involve heightened risks
related to the small size and lesser liquidity of these markets. These
developing markets risks are in addition to the special risks associated with
foreign investing, including currency fluctuations, market volatility, and
economic, social, and political uncertainty. AN INVESTMENT IN THE FUND MAY BE
CONSIDERED SPECULATIVE. INVESTORS SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL
AND HEIGHTENED RISKS INVOLVED IN INVESTING IN FOREIGN DEVELOPING MARKETS
SECURITIES. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS AND
THE SAI." From time to time, the Fund may hold significant cash positions
until suitable investment opportunities are available, consistent with its
policy on temporary investments. Investments in Developing Markets.
"Developing market equity securities" for purposes of the Fund means any of
the following: (i) equity securities of companies the principal securities
trading market for which is a developing market country, (ii) equity
securities, traded in any market, of companies that derive 50% or more of
their total revenue from either goods or services produced in such developing
market countries or sales made in such developing market countries, or (iii)
equity securities of companies organized under the laws of, and with a
principal office in, a developing market country. "Equity securities" refers
to common stock, preferred stock, warrants or rights to subscribe to or
purchase such securities and sponsored or unsponsored Depositary Receipts
such as American Depositary Receipts, European Depositary Receipts, and
Global Depositary Receipts. Determinations as to eligibility will be made by
the Investment Manager based on publicly available information and inquiries
to the companies. Depositary Receipts may not necessarily be denominated in
the same currency as the underlying securities into which they may be
converted and they involve the risks of other investments in foreign
securities, as discussed in "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS."

The Fund seeks to benefit from economic and other developments in developing
markets. The investment objective of the Fund reflects the belief that
investment opportunities may result from an evolving long-term international
trend favoring more market-oriented economies, a trend that may especially
benefit certain countries having developing markets. This trend may be
facilitated by local or international political, economic or financial
developments that could benefit the capital markets of such countries.
Certain such countries, particularly the emerging market countries which may
be in the process of developing more market-oriented economies, may
experience relatively high rates of economic growth. Other countries,
although having relatively mature developing markets, may also be in a
position to benefit from local or international developments encouraging
greater market orientation and diminishing governmental intervention in
economic affairs.

Other Investments. For capital appreciation, the Fund may invest up to 35% of
its total assets in fixed-income debt obligations (defined as bonds, notes,
debentures, commercial paper, certificates of deposit, time deposits and
bankers' acceptances) which are rated at least C by Moody's or S&P or unrated
debt obligations deemed to be of comparable quality by the Manager. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS." As a current
policy established by the Board, however, the Fund will not invest more than
5% of its total assets in debt obligations rated BBB or lower by S&P or Baa
or lower by Moody's (the lowest category of "investment grade" rating). The
Board may consider an increase in the above percentages if economic
conditions change such that a higher level of investment in high risk, lower
quality debt obligations would be consistent with the interests of the Fund
and its shareholders.

Certain debt obligations can provide the potential for capital appreciation
based on various factors such as changes in interest rates, economic and
market conditions, improvement in an issuer's ability to repay principal and
pay interest, and ratings upgrades. Additionally, convertible bonds offer the
potential for capital appreciation through the conversion feature, which
enables the holder of the bond to benefit from increases in the market price
of the securities into which they are convertible.

Defaulted Debt Obligations. As a fundamental policy the Fund may invest up to
10% of its assets in defaulted debt obligations which may be considered
speculative.

Currency Techniques. The Fund may, but with respect to equity securities does
not currently intend, to employ certain active currency hedging techniques.
Such techniques may include investments in foreign currency futures
contracts, forward foreign currency exchange contracts ("forward contracts"),
and options on foreign currencies, all of which involve specialized risks.
Further, the Fund will not enter into forward contracts if, as a result, the
Fund will have more than 20% of its total assets committed to the
consummation of such contracts. See "Highlighted Risk Considerations, Foreign
Securities."

Other Investment Policies. The Fund may invest up to 10% of its total assets
in securities of closed end investment companies to facilitate foreign
investment. Under the policies discussed in "Highlighted Risk
Considerations", "Investment Methods and Risks" and the SAI, the Fund may
also loan its portfolio securities; engage in repurchase transactions; borrow
money for investment purposes; for hedging purposes only, enter into
transactions in options on securities and securities indices and futures
contracts and related options; and engage in other activities specifically
identified for this Fund. The Fund may not commit more than 5% of its total
assets to initial margin deposits on futures contracts and related options,
and the value of the underlying securities on which futures contracts will be
written at any one time will not exceed 25% of the total assets of the Fund.
Presently, some of the above strategies cannot be used to a significant
extent by the Fund in the markets in which the Fund will principally invest.

Templeton Global Growth Fund

The Templeton Global Growth Fund's investment objective is long-term capital
growth; any income realized will be incidental.

Principal Portfolio Investments. The Fund seeks to achieve its objective
through a flexible policy of investing in stocks and debt obligations of
companies and governments of any nation. The Fund has the right to purchase
securities in any foreign country, developed or emerging. However, as a
non-fundamental policy, the Fund will limit its investments in securities of
Russian issuers to 5% of total assets. Although the Fund generally invests in
common stock, it may also invest in preferred stocks and certain debt
obligations, rated or unrated, such as convertible bonds and bonds selling at
a discount. The Fund may, from time to time, hold significant cash positions
until suitable investment opportunities are available, consistent with its
policy on temporary investments.

Investments in foreign securities involve risks related to currency
fluctuations, market volatility, and economic, social, and political
uncertainty that are different from investing in similar obligations of
domestic entities. Investments in foreign developing markets including
certain Eastern European countries and Russia, involve heightened risks
related to the smaller size and lesser liquidity of these markets. INVESTORS
SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS INVOLVED IN INVESTING IN
FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR INVESTMENTS IN DEVELOPING
MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS."

Other Investments. For capital appreciation, the Fund may invest in debt
obligations (defined as bonds, notes, debentures, commercial paper,
certificates of deposit, time deposits and bankers' acceptances) which are
rated at least C by Moody's or S&P or unrated debt obligations deemed to be
of comparable quality by the Manager. SEE "HIGHLIGHTED RISK CONSIDERATIONS,
LOWER RATED DEBT OBLIGATIONS" AND "APPENDIX."

As a policy established by the Board, however, the Fund will not invest more
than 5% of its total assets in debt obligations rated BBB or lower by S&P or
Baa or lower by Moody's. The Board may consider a change if economic
conditions change such that a higher level of investment in high risk, lower
quality debt obligations would be consistent with the objective of the Fund.

These debt obligations can provide the potential for capital appreciation
based on various factors such as changes in interest rates, economic and
market conditions, improvement in an issuer's ability to repay principal and
pay interest, and ratings upgrades. Additionally, convertible bonds offer the
potential for capital appreciation through the conversion feature, which
enables the holder of the bond to benefit from increases in the market price
of the securities into which they are convertible.

Defaulted Debt Obligations. As a fundamental policy, the Fund may invest up
to 10% of its assets in defaulted debt obligations which may be considered
speculative.

Other Investment Policies. The Fund may also purchase and sell stock index
futures contracts up to an aggregate amount not exceeding 20% of its total
assets and may not at any time commit more than 5% of its total assets to
initial margin deposits on futures contracts. In addition, in order to
increase its return or to hedge all or a portion of its portfolio
investments, the Fund may purchase and sell put and call options on
securities indices. These specialized investment techniques involve
additional risks as described in "Common Investment Methods and Risks" and
the SAI.

The Fund may invest no more than 5% of its total assets in securities issued
by any one company or government, exclusive of U.S. Government Securities.
The Fund may not invest more than 5% of its assets in warrants (exclusive of
warrants acquired in units or attached to securities) nor more than 10% of
its assets in securities with a limited trading market, i.e., "illiquid
securities." Under the policies discussed in "Investment Methods and Risks,"
"Highlighted Risk Considerations," and in the SAI, the Fund may also enter
into repurchase agreements, lend its portfolio securities, and engage in
other activities specifically identified for this Fund.

Templeton International Equity Fund

The investment objective of the Templeton International Equity Fund is to
seek long-term growth of capital.

Principal Portfolio Investments. Under normal conditions, the Fund will
invest at least 65% of its total assets in an internationally diversified
portfolio of equity securities consisting of common and preferred stock,
securities (bonds or preferred stock) convertible into common stock, warrants
and securities representing underlying international securities such as ADRs
and EDRs ("Equity Securities").

Such Equity Securities purchased by the Fund will trade on markets in
countries other than the U.S. and be issued by (i) companies domiciled in
countries other than the U.S., or (ii) companies that derive at least 50% of
either their revenues or pre-tax income from activities outside of the U.S.
Thus, it is possible, although not anticipated, that up to 35% of the Fund's
assets could be invested in U.S. companies.

In selecting portfolio securities, the Fund attempts to take advantage of the
difference between economic trends and the anticipated performance of
securities and securities markets in various countries. The Fund may, from
time to time, hold significant cash positions until suitable investment
opportunities are available, consistent with its policy on temporary
investments. Following these policies, the Fund will typically invest
predominantly in equity securities issued by large-cap or mid-cap U.S.
companies, which have market capitalizations of $1 billion or more. It may
also invest to a lesser degree in smaller capitalization companies, which are
subject to different and greater risks. See "Common Investment Objectives and
Risks, Smaller Capitalization Issuers."

The Fund has the right to purchase securities in any foreign country,
developed or emerging. Normally, the Fund will invest at least 65% of its
total assets in securities traded in at least three foreign countries. As a
non-fundamental policy, the Fund will limit its investments in securities of
Russian issuers to 5% of total assets. The Fund's investments in foreign
securities involve risks related to currency fluctuations, market volatility,
and economic, social, and political uncertainty that are different from
investing in similar obligations of domestic entities. Investments in foreign
developing markets including certain Eastern European countries and Russia,
involve heightened risks related to the smaller size and lesser liquidity of
these markets. INVESTORS SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS
INVOLVED IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR
INVESTMENTS IN DEVELOPING MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS,
FOREIGN TRANSACTIONS."

Other Investments. Up to 35% of the Fund's total assets may be invested in
debt obligations of which up to 5% may be debt obligations rated Ba or lower
by Moody's or BB or lower by S&P or that are not rated but determined by the
Manager to be of comparable quality. SEE "HIGHLIGHTED RISK CONSIDERATIONS,
LOWER RATED DEBT OBLIGATIONS" AND "APPENDIX." The balance may be invested in
debt obligations rated Baa or better by Moody's, or BBB or better by S&P or
that are not rated but determined by the Manager to be of comparable quality.

The Fund may seek capital appreciation by investing in such debt obligations
which would occur through changes in relative foreign currency exchange
rates, changes in relative interest rates or improvement in the
creditworthiness of an issuer. These debt obligations may consist of U.S. and
foreign government securities and corporate debt obligations, including
Yankee bonds, Eurobonds, and Depositary Receipts. See "Investment Methods and
Risks."

Other Investment Policies. The Fund may invest up to 10% of its net assets in
illiquid securities. The Fund may also invest up to 10% of its net assets in
warrants, including such warrants that are not listed on an exchange. Under
the policies discussed in "Investment Methods and Risks," "Highlighted Risk
Considerations," and in the SAI, the Fund may also write covered call and put
options on securities, purchase call and put options on securities, buy puts
and write calls in "forward conversion" transactions, engage in "spread" and
"straddle" transactions, purchase and write call and put options on stock
indices, enter into contracts for the purchase or sale for future delivery of
U.S. Treasury or foreign securities or futures contracts based upon financial
indices, purchase and sell interest rate futures contracts and related
options, purchase and sell stock index futures contracts and related options,
lend its portfolio securities, engage in repurchase agreements, and engage in
other activities specifically identified for this Fund.

Templeton International Smaller Companies Fund

The investment objective of the Templeton International Smaller Companies
Fund is to seek long-term capital appreciation. The Fund seeks to achieve
this objective by investing primarily in equity securities of smaller
companies outside the U.S., including developing market countries.

Portfolio Investments. Under normal market conditions, the Fund expects to
invest at least 65% of its portfolio in equity securities of companies of any
foreign nation (including developing market nations) whose market
capitalizations do not exceed $1 billion at the time of purchase, generally
considered "small cap companies." The Fund may, from time to time, hold
significant cash positions until suitable investment opportunities are
available, consistent with its policy on temporary investments. The Manager
believes that international small cap companies may provide attractive
investment opportunities, because these securities make up most of the
world's equity securities and because they are frequently overlooked by
investors or undervalued in relation to their perceived earning power. In
addition, such securities may provide investors with the opportunity to
increase the diversification of their overall investment portfolios, because
these securities' market performance may differ from that of U.S. small cap
stocks and from that of large-cap stocks of any nation. Equity securities of
small cap companies may include common stock, preferred stock, warrants for
the purchase of common stock, and convertible securities. See "Investment
Methods and Risks, Convertible Securities."

Risk Factors. Securities of smaller companies, particularly if they are
unseasoned, present greater risks than securities of larger, more established
companies. The companies may have relatively small revenues, limited product
lines, and a small share of the market for their products or services. Small
cap companies may lack depth of management, they may be unable to internally
generate funds necessary for growth or potential development or to generate
such funds through external financing on favorable terms, or they may be
developing or marketing new products or services for which markets are not
yet established and may never become established. Due to these and other
factors, small cap companies may suffer significant losses as well as realize
substantial growth, and investments in such companies tend to be more
volatile and are therefore speculative. Besides exhibiting greater
volatility, small cap company stocks may fluctuate independently of larger
company stocks. As an operating policy, the Fund will not invest more than
10% of its assets in securities of companies with less than three years of
continuous operation. See "Investment Methods and Risks." THE FUND MAY NOT BE
APPROPRIATE FOR SHORT-TERM INVESTORS, AND AN INVESTMENT IN THE FUND SHOULD
NOT BE CONSIDERED A COMPLETE INVESTMENT PROGRAM.

The Fund has the right to purchase securities in any foreign country,
developed or emerging. However, as a non-fundamental policy, the Fund will
limit its investments in securities of Russian issuers to 5% of total assets.
The Fund's investments in foreign securities, especially those in developing
markets, involve risks related to currency fluctuations, market volatility,
and economic, social, and political uncertainty that are different from
investing in similar obligations of domestic entities. Investments in foreign
developing markets, including certain Eastern European countries and Russia,
involve heightened risks related to the small size and lesser liquidity of
these markets. INVESTORS SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL RISKS
INVOLVED IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR
INVESTMENTS IN DEVELOPING MARKETS. SEE "Highlighted Risk Considerations,
Foreign Securities."

Other Investments. The Fund may invest up to 35% of its total assets in:
equity securities of larger capitalization issuers outside the U.S.; equity
securities of larger or smaller capitalization issuers within the U.S.,
although such investments are not currently expected to exceed 5% of total
assets; or debt obligations issued by companies or governments in any nation
which are rated at least C by Moody's or S&P or unrated debt obligations
deemed to be of comparable quality by the Manager. As a current policy,
however, the Fund will not invest more than 5% of its total assets in debt
obligations rated lower than BBB by S&P or Baa by Moody's. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS." These investments may
cause the Fund's performance to vary from those of international smaller
capitalization equity markets.

Defaulted Debt Obligations. The Fund may invest up to 10% of its assets in
defaulted debt obligations, which may be considered speculative.

Currency Techniques. The Fund may, but with respect to equity securities does
not currently intend, to employ certain active currency management
techniques. Such techniques may include investments in foreign currency
futures contracts, forward foreign currency exchange contracts ("forward
contracts"), and options on foreign currencies, all of which involve
specialized risks. Further, the Fund will not enter into forward contracts
if, as a result, the Fund would have more that 20% of its total assets
committed to the consummation of such contracts. See "Highlighted Risk
Considerations, Foreign Transactions" and the SAI.

Other Investment Policies. The Fund may invest no more than 5% of its total
assets in securities of any one issuer, exclusive of U.S. Government
Securities. For hedging purposes only, the Fund may enter into: transactions
in options on securities, securities indices, and foreign currencies; forward
foreign currency contracts; and futures contracts and related options. The
value of the underlying securities on which futures contracts will be written
at any one time will not exceed 25% of the total assets of the Fund. See
"Investment Methods and Risks, Options and Futures Contracts" and the SAI.
Under the policies discussed in "Investment Methods and Risks," "Highlighted
Risk Considerations," and in the SAI, the Fund may also enter into repurchase
agreements, invest in illiquid securities, lend its portfolio securities, and
engage in other activities specifically identified for this Fund.

Templeton Pacific Growth Fund

The Templeton Pacific Growth Fund seeks to provide long-term growth of
capital.

Under normal conditions, the Fund will invest at least 65% of its total
assets in Equity Securities as defined in the International Equity Fund
discussion above which trade on markets in the Pacific Rim, including
developing markets and which are (i) issued by companies domiciled in the
Pacific Rim or (ii) issued by companies that derive at least 50% of either
their revenues or pre-tax income from activities in the Pacific Rim. For
purposes of the Fund's 65% investment policy, the countries in the Pacific
Rim are Australia, China, Hong Kong, India, Indonesia, Japan, Korea,
Malaysia, New Zealand, Pakistan, the Philippines, Singapore and Thailand.
Normally, the Fund will invest at least 65% of its total assets in securities
traded in at least three foreign countries, including the countries listed
herein. The Fund may, from time to time, hold significant cash positions
until suitable investment opportunities are available, consistent with its
policy on temporary investments.

Although the Fund will not invest more than 25% of its assets in any one
industry or the government of any one country, the Fund may invest more than
25% of its assets in the securities of issuers in one or more countries.
Investors should consider the greater risk of this policy versus the safety
that may come with an investment that involves a wider range of geographic
localities and countries. In addition, the correlation among the Singapore,
Malaysia, Thailand, and Hong Kong markets is very high. Because these markets
comprise such a substantial portion of the Fund's portfolio, the Fund has
less geographical diversification than a broad-based international fund and
thus its volatility is higher. INVESTORS SHOULD CONSIDER CAREFULLY THE
SUBSTANTIAL RISKS INVOLVED IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE
HEIGHTENED FOR INVESTMENTS IN DEVELOPING MARKETS. AN INVESTMENT IN THE FUND
MAY BE CONSIDERED SPECULATIVE. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS."

Other Investments. The Fund may invest up to 35% of its assets in the
securities of issuers domiciled outside of the Pacific Rim. The investments
may consist of, for example (i) securities of issuers in countries that are
not located in the Pacific Rim but are linked by tradition, economic markets,
cultural similarities or geography to the countries in the Pacific Rim; and
(ii) securities of issuers located elsewhere in the world which have
operations in the Pacific Rim or which stand to benefit from political and
economic events in the Pacific Rim. For example, the Fund may invest in a
company outside of the Pacific Rim when the Managers believe at the time of
investment that the value of the company's securities may be enhanced by
conditions or developments in the Pacific Rim even though the company's
production facilities are located outside of the Pacific Rim.

Up to 35% of the Fund's total assets may be invested in investment grade debt
obligations rated Baa or better by Moody's, or BBB or better by S&P or, if
unrated, determined by the Manager to be of comparable quality.

Other Investment Policies. The Fund may invest up to 10% of its net assets in
illiquid securities. Currently the Fund intends to invest no more than 10% of
its net assets in warrants, including such warrants that are not listed on an
exchange. Under the policies discussed in "Investment Methods and Risks,"
"Highlighted Risk Considerations," and in the SAI, the Fund may also write
covered call and put options on securities, purchase called put options on
securities, buy puts and write calls in "forward conversion" transactions,
engage in "spread" and "straddle" transactions, purchase and write call and
put options on stock indices, enter into contracts for the purchase or sale
for future delivery of U.S. Treasury or foreign securities or futures
contracts based upon financial indices, purchase and sell interest rate
futures contracts and related options, purchase and sell stock index futures
contracts and related options, lend its portfolio securities, engage in
repurchase agreements, and engage in other activities specifically identified
for this Fund.

Highlighted Risk Considerations

Foreign Transactions

Investments in the securities of companies organized outside the U.S. or of
companies whose securities are principally traded outside the U.S. ("foreign
issuers") or investments in securities denominated or quoted in foreign
currency ("non-dollar securities") may offer potential benefits not available
from investments solely in securities of domestic issuers or dollar
denominated securities. Such benefits may include the opportunity to invest
in foreign issuers that appear, in the opinion of the Managers, to offer
better opportunity for long-term capital appreciation or current earnings
than investments in domestic issuers, the opportunity to invest in foreign
countries with economic policies or business cycles different from those of
the U.S. and the opportunity to reduce fluctuations in portfolio value by
taking advantage of foreign securities markets that do not necessarily move
in a manner parallel to U.S. markets.

General Considerations. Investing in non-dollar securities or in the
securities of foreign issuers involves significant risks that are not
typically associated with investing in U.S. dollar denominated securities or
in securities of domestic issuers. These risks, which may involve possible
losses, include political, social or economic instability in the country of
the issuer, the difficulty of predicting international trade patterns, the
possibility of the imposition of exchange controls, expropriation, limits on
removal of currency or other assets, foreign investment controls on daily
stock market movements, nationalization of assets, foreign withholding and
income taxation and foreign trading practices (including higher trading
commissions, custodial charges and delayed settlements). Changes of
governmental administrations or of economic or monetary policies, in the U.S.
or abroad, or changed circumstances in dealings between nations or currency
convertibility or exchange rates could result in investment losses for a
Fund. In addition, there may be less publicly available information about a
foreign company than about a U.S. domiciled company. Foreign companies
generally are not subject to uniform accounting, auditing and financial
reporting standards comparable to those applicable to U.S. domestic
companies. Further, the Fund may encounter difficulties or be unable to
pursue legal remedies and obtain judgments in foreign courts. The Fund may
also encounter difficulties or be unable to vote proxies, exercise
shareholder rights, pursue legal remedies and obtain judgments in foreign
courts. There is generally less government supervision and regulation of
business and industry practices, securities exchanges, brokers and listed
companies abroad than in the U.S. This is especially true in developing
markets. There is an increased risk, therefore, of uninsured loss due to
lost, stolen, or counterfeit stock certificates. Confiscatory taxation or
diplomatic developments could also affect investment in those countries. Many
debt obligations of foreign issuers, and especially developing markets
issuers, are not rated by U.S. rating agencies and their selection depends on
the Manager's internal analysis.

Investments in foreign securities where delivery takes place outside the U.S.
will be made in compliance with applicable U.S. and foreign currency
restrictions and other laws limiting the amount and types of foreign
investments.

Foreign debt securities may be subject to greater fluctuations in price than
U.S. corporate obligations or U.S. Government Securities. The markets on
which such securities trade may have less volume and liquidity, and may be
more volatile than securities markets in the U.S. Under certain market
conditions, these investments may be less liquid than U.S. Corporate
Obligations and are certainly less liquid than U.S. Government Securities.
Finally, in the event of a default of any such foreign debt obligations, it
may be more difficult for a Fund to obtain or to enforce a judgment against
the issuers of such securities.

Securities which are acquired by a Fund outside the U.S. and which are
publicly traded in the U.S. or on a foreign securities exchange or in a
foreign securities market are not considered to be an illiquid asset so long
as the Fund acquires and holds the security with the intention of reselling
the security in the foreign trading market, the Fund reasonably believes it
can readily dispose of the security for cash in the U.S. or foreign market,
and current market quotations are readily available.

While the Funds which may acquire foreign securities intend to acquire
securities of foreign issuers only where there are public trading markets for
such securities (with the exception of the illiquid securities which may be
purchased consistent with a Fund's investment objectives and policies), such
investments, nevertheless, may tend to reduce the liquidity of the Funds'
investment securities due to internal problems in such foreign countries or
to deteriorating relations between the U.S. and such countries.

Transaction costs on foreign securities exchanges may be higher than in the
U.S., and foreign securities settlements may, in some instances, be subject
to delays and related administrative uncertainties. The operating expense
ratio of a Fund with a significant non-U.S. portfolio can be expected to be
higher than those of Funds investing exclusively in domestic securities
because of its additional expenses, such as custodial costs, valuation costs
and communication costs, although they are expected to be similar to expenses
of other investment companies investing in a mix of U.S. securities and
securities of one or more foreign countries.

Brokerage commissions, custodial services, and other costs relating to
investment in foreign markets, including developing markets, are generally
higher than in the U.S. Such markets also have different clearance and
settlement procedures and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when assets of the Fund are
uninvested and no return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could cause a Fund to
miss attractive investment opportunities. Inability to dispose of a portfolio
security due to settlement problems could result either in losses to the Fund
due to subsequent declines in value of the portfolio security or, if the Fund
has entered into a contract to sell the security, could result in possible
liability to the purchaser.

Investments in Developing Markets. These countries are located in the
Asia-Pacific region, Eastern Europe, Central and South America and Africa.
Countries generally considered to have developing markets are all countries
that are considered to be developing or emerging countries by the
International Bank for Reconstruction and Development (more commonly referred
to as the World Bank) and the International Finance Corporation, as well as
countries that are classified by the United Nations or otherwise regarded by
their authorities as developing. Currently, the countries not included in
this category are Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway,
Spain, Sweden, Switzerland, the United Kingdom and the U.S.

The Funds investing in developing markets seek to benefit from economic and
other developments in developing markets. Such investments reflect the
Managers' belief that investment opportunities may result from an evolving
long-term international trend favoring more market-oriented economies, a
trend that may especially benefit certain countries having developing
markets. This trend may be facilitated by local or international political,
economic or financial developments that could benefit the capital markets of
such countries. Certain such countries, particularly the emerging market
countries which may be in the process of developing more market-oriented
economies, may experience relatively high rates of economic growth. Other
countries, although having relatively mature developing markets, may also be
in a position to benefit from local or international developments encouraging
greater market orientation and diminishing governmental intervention in
economic affairs.

Investments in developing or emerging markets, including certain Eastern
European countries are subject to all of the risks of foreign investing
generally but have additional and heightened risks related to the small size
and lesser liquidity of these markets, making investments in such markets
particularly volatile.

Among the special risks associated with investment in developing or emerging
markets, including certain Eastern European countries are political or
economic uncertainty. Political and economic structures in many of these
countries may be undergoing significant evolution and rapid development, and
such countries may lack the social, political and economic stability
characteristic of more developed countries. Certain of these countries may
have in the past failed to recognize private property rights and have at
times nationalized or expropriated the assets of private companies. As a
result, the risks of foreign investment generally, including the risks of
nationalization or expropriation of assets, may be heightened. In addition,
unanticipated political or social developments may affect the values of the
Fund's investments in those countries and the availability to a Fund of
additional investments in those countries.

The small size and inexperience of the securities markets in certain of these
countries and the limited volume of trading in securities in those countries
may also make the Funds' investments in such countries less liquid and more
volatile than investments in Japan or most Western European countries, and
these Funds may be required to establish special custody or other
arrangements before making certain investments in those countries. Russia's
system of share registration and custody creates certain risks of loss
(including the risk of total loss) that are not normally associated with
investments in other securities markets. These risks and other risks
associated with the Russian securities market are discussed more fully in the
SAI under "Highlighted Risk Considerations" and investors should read the
section in detail. There may be little financial or accounting information
available with respect to issuers located in certain of such countries, and
it may be difficult as a result to assess the value or prospects of an
investment in such issuers. The laws of some foreign countries may limit the
ability of these Funds to invest in securities of certain issuers located in
those countries.

Prior governmental approval of foreign investments may be required under
certain circumstances in some developing countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other
developing countries. Foreign ownership limitations also may be imposed by
the charters of individual companies in developing countries to prevent,
among other concerns, violation of foreign investment limitations.
Repatriation of investment income, capital and proceeds of sales by foreign
investors may require governmental registration and/or approval in some
developing countries. The Funds could be adversely affected by delays in or a
refusal to grant any required governmental registration or approval for such
repatriation. Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been and
may continue to be adversely affected by trade barriers, exchange controls,
managed adjustments in relative currency values and other protectionist
measures imposed or negotiated by the countries with which they trade. These
economies also have been and may continue to be adversely affected by
economic conditions in the countries with which they trade.

Certain Restrictions. The U.S. Government Securities Fund does not invest in
foreign securities. The High Income Fund, Real Estate Fund, Rising Dividends
Fund and Zero Coupon Funds presently intend to invest no more than 10% of
their net assets in foreign securities not publicly traded in the U.S. Other
Funds may invest in foreign securities above 10% of their assets, as noted in
the individual fund descriptions.

Some of the countries in which the Funds invest may not permit direct
investment. Investments in such countries may only be permitted through
government approved investment vehicles. Investing through such vehicles may
involve frequent or layered fees or expenses and may, as well, be subject to
limitations under federal securities laws. Consistent with federal securities
laws and subject to applicable fundamental investment restrictions, each Fund
may invest up to 10% of its assets in shares of other investment companies
and up to 5% of its assets in any one investment company as long as the
investment does not represent more than 3% of the voting stock of the
acquired investment company.

The Asset Allocation, Developing Markets, Global Growth, Global Income,
International Equity, International Smaller Companies, Mutual Discovery,
Mutual Shares, Natural Resources and Pacific Funds, to the extent consistent
with their investment objectives and policies, reserve the right to invest
more than 25% of their respective assets in the securities of issuers in any
single foreign country. Investors should consider the greater risk of such
policy versus the safety that comes with an investment that does not involve
potential geographic concentration and should compare these Funds with other
investment vehicles before making an investment decision.

There may be other applicable policies or restrictions on a Fund's
investments in foreign securities. See "Currency Risks and Their Management,"
"Investment Objectives and Policies," "Investment Methods and Risks" and the
SAI.

Currency Risks and their Management. The relative performance of foreign
currencies in which securities held by a Fund are denominated is an important
factor in each Fund's overall performance. The Managers intend to manage a
Fund's exposure to various currencies to take advantage of different yield,
risk, and return characteristics that different currencies, currency
denominations, and countries can provide for U.S. investors.

Unless otherwise indicated in the specific Fund description, the Managers
generally do not actively hedge currency positions with respect to equity
securities, believing that the costs outweigh the potential benefits. The
Managers may, however, hedge where they believe it would be appropriate. To
hedge exposure to currency fluctuations or to increase income to a Fund, each
of the Funds which may invest in Foreign Securities may, but is not required
to, enter into forward foreign currency exchange contracts, currency futures
contracts, and options on such futures contracts, as well as purchase put or
call options and write covered put and call options on currencies traded in
U.S. or foreign markets. Other currency management strategies allow the
Managers to hedge portfolio securities, to shift investment exposure from one
currency to another, or to attempt to profit from anticipated declines in the
value of a foreign currency relative to the U.S. dollar. Some of these
strategies will require a Fund to segregate liquid assets to cover its
obligations. There is no assurance that the Managers' hedging strategies will
be successful.

If a security is denominated in foreign currency, the value of the security
to a Fund will be affected by changes in currency exchange rates and in
exchange control regulations, and costs will be incurred in connection with
conversions between currencies. A change in the value of any foreign currency
against the U.S. dollar will result in a corresponding change in the U.S.
dollar value of a Fund's securities denominated in that currency. Such
changes will also affect a Fund's income and distributions to shareholders.
In addition, although the Fund will receive income on foreign securities in
such currencies, the Fund will be required to compute and distribute its
income in U.S. dollars. Therefore, if the exchange rate for any such currency
declines materially after a Fund's income has been accrued and translated
into U.S. dollars, the Fund could be required to liquidate portfolio
securities to make required distributions. Similarly, if an exchange rate
declines between the time a Fund incurs expenses in U.S. dollars and the time
such expenses are paid, the amount of such currency required to be converted
into U.S. dollars in order to pay such expenses in U.S. dollars will be
greater.

A Fund will use forward currency exchange contracts in the normal course of
business to lock in an exchange rate in connection with purchases and sales
of securities denominated in foreign currencies. A forward currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks). A
currency futures contract is a standardized contract for the future delivery
of a specified amount of currency at a future date at a price set at the time
of the contract. A Fund may enter into currency futures contracts traded on
regulated commodity exchanges, including non-U.S. exchanges.

A Fund will normally conduct its foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. A Fund will generally not enter into
a forward contract with a term of greater than one year. Some price spread on
currency exchange transactions (to cover service charges) will be incurred
when the Fund converts assets from one currency to another. A Fund may either
accept or make delivery of the currency specified at the maturity of a
forward or futures contract or, prior to maturity, enter into a closing
transaction involving the purchase or sale of an offsetting contract. Closing
transactions with respect to forward contracts are usually effected with the
currency trader who is a party to the original forward contract. Closing
transactions with respect to futures contracts and options thereon are
effected on the exchange on which the contract was entered into (or on a
linked exchange).

A Fund will not enter into such forward currency exchange contracts or
currency futures contracts or purchase or write such options or maintain a
net exposure to such contracts where the completion of the contracts would
obligate the Fund to deliver an amount of currency other than U.S. dollars in
excess of the value of the Fund's portfolio securities or other assets
denominated in that currency or, in the case of cross-hedging, in a currency
closely correlated to that currency.

A Fund will generally enter into forward contracts only under two
circumstances. First, when the Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the security in relation to another
currency by entering into a forward contract to buy the amount of foreign
currency needed to settle the transaction. Second, when the Managers believe
that the currency of a particular foreign country may suffer or enjoy a
substantial movement against another currency, the Fund may enter into a
forward contract to sell or buy the former foreign currency (or another
currency which acts as a proxy for that currency) approximating the value of
some or all of the Fund's portfolio securities denominated in such foreign
currency. This second investment practice is generally referred to as
"cross-hedging." Although forward contracts will be used primarily to protect
the Fund from adverse currency movements, they also involve the risk that
anticipated currency movements will not be accurately predicted.

As in the case of other kinds of options, the writing of an option on a
foreign currency constitutes only a partial hedge, up to the amount of the
premium received, and a Fund could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on a foreign currency may constitute an effective hedge
against fluctuations in exchange rates although, in the event of rate
movements adverse to a Fund's position, it may forfeit the entire amount of
the premium plus related transaction costs.

A liquid secondary market for any futures or options contract may not be
available when a futures or options position is sought to be closed. In
addition, there may be an imperfect correlation between movements in the
securities or foreign currency on which the futures or options contract is
based and movements in the securities or currency in the Fund's portfolio.
Successful use of futures or options contracts is further dependent on the
Managers' ability to correctly predict movements in the securities or foreign
currency markets and no assurance can be given that its judgment will be
correct. Successful use of options on securities or stock indices is subject
to similar risk considerations. In addition, by writing covered call options,
the Fund gives up the opportunity, while the option is in effect, to profit
from any price increase in the underlying security above the option exercise
price. See "Investment Methods and Risks" for additional information.

Interest Rate and Currency Swaps. Interest rate swaps involve the exchange by
the Fund with another party of their respective commitments to pay or receive
interest, such as an exchange of fixed rate payments for floating rate
payments. Currency swaps involve the exchange of their respective rights to
make or receive payments in specified currencies. Since interest rate and
currency swaps are individually negotiated, these Funds expect to achieve an
acceptable degree of correlation between their portfolio investments and
their interest rate or currency swap positions.

A Fund will only enter into interest rate swaps on a net basis, which means
that the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments. Interest
rate swaps do not involve the delivery of securities, other underlying assets
or principal. Accordingly, the risk of loss with respect to interest rate
swaps is limited to the net amount of interest payments that the Fund is
contractually obligated to make. If the other party to an interest rate swap
defaults, the Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive. In contrast,
currency swaps usually involve the delivery of the entire principal value of
one designated currency in exchange for the other designated currency.
Therefore, the entire principal value of a currency swap is subject to the
risk that the other party to the swap will default on its contractual
delivery obligations.

The use of interest rate and currency swaps is a highly specialized activity
which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. If the Managers
are incorrect in their forecasts of market values, interest rates and
currency exchange rates, the investment performance of the Fund would be less
favorable than it would have been if this investment technique were not used.

Investments in Depositary Receipts. Many securities of foreign issuers are
represented by American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs"), and Global Depositary Receipts ("GDRs") (collectively
"Depositary Receipts"). ADRs evidence ownership of, and represent the right
to receive, securities of foreign issuers deposited in a domestic bank or
trust company or a foreign correspondent bank. EDRs and GDRs are typically
issued by foreign banks or trust companies, although they also may be issued
by U.S. banks or trust companies, and evidence ownership of underlying
securities issued by either a foreign or a United States corporation.
Generally, Depositary Receipts in registered form are designed for use in the
U.S. securities market and Depositary Receipts in bearer form are designed
for use in securities markets outside the United States.

Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the United
States on exchanges or over-the-counter. While ADRs do not eliminate all the
risk associated with foreign investments, by investing in ADRs rather than
directly in the stock of foreign issuers, a Fund will avoid currency risks
during the settlement period for either purchases or sales. In general, there
is a large, liquid market in the United States for ADRs quoted on a national
securities exchange or on NASDAQ. The information available for ADRs is
subject to the accounting, auditing and financial reporting standards of the
domestic market or exchange on which they are traded, which standards are
more uniform and more exacting than those to which many foreign issuers may
be subject. EDRs and GDRs may not necessarily be denominated in the same
currency as the underlying securities.

Depositary Receipts may be issued under sponsored or unsponsored programs. In
sponsored programs, an issuer has made arrangements to have its securities
traded in the form of Depositary Receipts. In unsponsored programs, the
issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs
are generally similar, in some cases it may be easier to obtain financial
information from an issuer that has participated in the creation of a
sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs and there may
not be a correlation between such information and the market value of the
Depositary Receipts.

Depositary Receipts do not eliminate all the risk inherent in investing in
the securities of foreign issuers. To the extent that a Fund acquires
Depositary Receipts through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the
Depositary Receipt to issue and service such Depositary Receipts, there may
be an increased possibility that the Fund would not become aware of and be
able to respond to corporate actions such as stock splits or rights offerings
involving the foreign issuer in a timely manner. For purposes of each Fund's
investment policies, a Fund's investments in Depositary Receipts will be
deemed to be investments in the underlying securities.

Lower Rated Debt Obligations

Debt obligations rated BB or below by S&P or Ba or below by Moody's (or
comparable unrated obligations), commonly called "junk bonds," are considered
by S&P and Moody's, on balance, speculative and payments of principal and
interest thereon may be questionable. They will generally involve more credit
risk than obligations in the higher rating categories. The market value of
junk bonds tends to reflect individual developments affecting the issuer to a
greater extent than the market value of higher rated obligations, which react
primarily to fluctuations in the general level of interest rates. Lower rated
obligations tend to be more sensitive to economic conditions and are
considered by the rating agencies, on balance, to be predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation and generally will
involve more credit risk than securities in the higher rating categories.
Bonds rated BBB by S&P or Baa by Moody's ratings which are considered
investment grade, also possess some speculative characteristics. Unrated debt
obligations are not necessarily of lower quality than rated securities, but
they may not be attractive to as many buyers.

Issuers of high yielding debt obligations are often highly leveraged and may
not have more traditional methods of financing available to them. Therefore,
the risk associated with acquiring such obligations is generally greater than
with higher rated obligations. For example, during an economic downturn or a
sustained period of rising interest rates, highly leveraged issuers of high
yielding obligations may experience financial stress. During these periods,
such issuers may not have sufficient cash flow to meet their interest payment
obligations. Specific developments affecting the issuer, such as the
inability to meet projected business forecasts, or the unavailability of
additional financing, may adversely affect the issuer's ability to service
its debt obligations. The risk of loss due to default by the issuer may be
significantly greater for the holders of high yielding obligations because
such securities are generally unsecured and are often subordinated to other
creditors of the issuer.

High yielding debt obligations frequently have call or buy-back features
which permit an issuer to call or repurchase the obligations from a Fund.
Although such obligations are typically not callable for a period from three
to five years after their issuance, when calls are exercised by the issuer
during periods of declining interest rates, the Manager may find it necessary
to replace such obligations with lower yielding obligations which could
result in less net investment income to the Fund. The premature disposition
of a high yielding obligation due to a call or buy-back feature, the
deterioration of the issuer's creditworthiness, or a default may also make it
more difficult for a Fund to manage the timing of its receipt of income,
which may have tax implications. A Fund may be required under the Code and
U.S. Treasury regulations to accrue income for income tax purposes on
defaulted obligations and to distribute such income to the Fund's
shareholders even though the Fund is not currently receiving interest or
principal payments on such obligations. In order to generate cash to satisfy
any or all of these distribution requirements, a Fund may be required to
dispose of portfolio securities that it otherwise would have continued to
hold or to use cash flows from other sources such as the sale of Fund shares.

A Fund may have difficulty disposing of certain high yielding obligations
because there may be a thin trading market for a particular obligation at any
given time. The market for lower rated, debt obligations generally tends to
be concentrated among a smaller number of dealers than is the case for
obligations which trade in a broader secondary retail market. Generally,
purchasers of these obligations are predominantly dealers and other
institutional buyers, rather than individuals. To the extent the secondary
trading market for a particular high yielding, debt obligation does exist, it
is generally not as liquid as the secondary market for higher rated
obligations. Reduced liquidity in the secondary market may have an adverse
impact on market price, a Fund's ability to dispose of particular issues,
when necessary, to meet the Fund's liquidity needs or in response to a
specific economic event, such as a deterioration in the creditworthiness of
the issuer. Reduced liquidity may also make it more difficult for the Fund to
obtain market quotations based on actual trades for purposes of valuing the
Fund's portfolio. Current values for these high yield issues are obtained
from pricing services and/or a limited number of dealers and may be based
upon factors other than actual sales. See "Additional Information Regarding
Valuation and Redemption of Shares of the Funds," in the SAI.

Some high yielding, debt obligations are sold without registration under the
federal securities laws and therefore carry restrictions on resale. While
many high yielding obligations have been sold with registration rights,
covenants, and penalty provisions for delayed registration, if a Fund is
required to sell such restricted securities before the securities have been
registered, it may be deemed an underwriter of such securities under the
Securities Act of 1933, which entails special responsibilities and
liabilities. A Fund may incur special costs in disposing of such securities;
however, the Fund will generally incur no costs when the issuer is
responsible for registering the securities.

Some high yielding debt obligations may involve special risks because they
are new issues. The Funds have no arrangement with the securities
underwriters or any other person concerning the acquisition of such
securities, and the Manager will carefully review the credit and other
characteristics pertinent to such new issues.

The high yield securities market is relatively new and much of its growth
prior to 1990 paralleled a long economic expansion. The recession that began
in 1990 disrupted the market for high yielding securities and adversely
affected the value of outstanding securities and the ability of issuers of
such securities to meet their obligations. Although the economy has improved
considerably and high yielding securities have performed more consistently
since that time, there is no assurance that the adverse effects previously
experienced will not reoccur. For example, the highly publicized defaults of
some high yield issuers during 1989 and 1990 and concerns regarding a
sluggish economy which continued into 1993, depressed the prices for many of
these securities. While market prices may be temporarily depressed due to
these factors, the ultimate price of any security will generally reflect the
operating results of the issuer. In addition, a Fund may incur additional
expenses to the extent it is required to seek recovery upon a default in the
payment of principal or interest on its portfolio holdings. A Fund will rely
on the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer. In this evaluation, the Manager will take into
consideration, among other things, the issuer's financial resources, its
sensitivity to economic conditions and trends, its operating history, the
quality of the issuer's management and regulatory matters.

Investments may also be evaluated in the context of economic and political
conditions in the issuer's domicile, such as the inflation rate, growth
prospects, global trade patterns and government policies. In the event the
rating on an issue held in a Fund's portfolio is changed by the rating
service, such change will be considered by the Fund in its evaluation of the
overall investment merits of that security but will not necessarily result in
an automatic sale of the security.

Defaulted Debt Obligations. Certain Funds, consistent with their investment
objectives and policies, may purchase debt obligations of issuers not
currently paying interest as well as issuers who are in default. In general,
a Fund will purchase a defaulted debt obligation only if, in the opinion of
the Manager, the issuer is expected to resume interest payments or other
advantageous developments appear likely in the future.

A Fund may also invest in debt obligations which are in default or about to
default, where the Manager believes that the debt obligation's price is less
than its intrinsic value, due to a recent or pending restructuring of the
issuer or other factors.

Current prices for defaulted bonds are generally significantly lower than
their purchase price, and a Fund may have unrealized losses on such defaulted
obligations which are reflected in the price of the Fund's shares. In
general, debt obligations which default lose much of their value in the time
period prior to the actual default so that the Fund's net assets are impacted
prior to the default. A Fund may retain an issue which has defaulted because
such issue may present an opportunity for subsequent price recovery.

A Fund may be required under the Internal Revenue Code of 1986, as amended
(the "Code"), to accrue income for tax purposes on defaulted obligations,
even though it is not currently receiving interest or principal payments on
such obligations. This imputed income must be "distributed" to the insurance
company shareholders each year, whether or not such distributions are paid in
cash. To the extent such distributions are paid in cash, a Fund may be
required to dispose of portfolio securities that it otherwise would have
continued to hold or to use cash flows from other sources such as sales of
Fund shares.

The Funds' Portfolios. BECAUSE OF CERTAIN OF THE FUNDS' POLICIES OF INVESTING
IN HIGHER YIELDING, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN SUCH A
FUND IS ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH AN
INVESTMENT IN A FUND THAT INVESTS IN HIGHER RATED, LOWER YIELDING DEBT
OBLIGATIONS. ACCORDINGLY, AN INVESTMENT IN ANY SUCH FUND SHOULD BE CAREFULLY
EVALUATED FOR ITS APPROPRIATENESS IN LIGHT OF THE INVESTOR'S OVERALL
INVESTMENT NEEDS AND GOALS. Persons on fixed incomes, such as retired
persons, should also consider the increased risk of loss of principal which
is present with an investment in higher risk obligations.

At December 31, 1996, the High Income and Income Securities Funds each held
one position, and the Mutual Shares and Mutual Discovery Funds each held two
positions, in obligations which were in default on their contractual
provisions.

Asset Composition Table. A credit rating by a rating agency evaluates only
the safety of principal and interest of debt obligations, and does not
consider the market value risk associated with an investment in such an
obligation. The table below shows the percentage of Global Income, High
Income and Income Securities Funds' assets invested in debt securities rated
in each of the specific rating categories shown and those that are not rated
by the rating agency but deemed by the Manager to be of comparable credit
quality. The information was prepared based on a 12 month dollar weighted
average of the respective portfolio compositions in the fiscal year ended
December 31, 1996. No other Fund had a 12-month dollar weighted average of
more than 5% of its assets in debt obligations rated below investment grade
or determined by the Manager to be of comparable credit quality. The Appendix
to this Prospectus includes a description of each rating category.

Income

Moody's Securities Fund

Aaa ......................... 5.60%

Aa .......................... 1.02%

A ........................... 0.00%

Baa ......................... 3.84%

Ba .......................... 5.43%

B ........................... 29.91%

Caa ......................... 5.17*

Ca .......................... 0.51%

C ........................... 0.15%

*1.02% of these securities, which are unrated by Moody's, have been included
in the Caa rating category.

High Global

S&P Income Fund Income Fund

AAA ............... 87.25%***

AA+ ............... 0.0%

AA ................ 0.0%

A ................. 0.44%***

BBB+ .............. 0.386%

BBB ............... 1.571% 0.24%***

BBB- .............. 3.923% 0.00%

BB+ ............... 5.250% 0.00%

BB ................ 5.909% 12.07%

BB- ............... 12.161% 0.00%

B+ ................ 13.441% 0.00%

B ................. 28.537% 0.00%

B- ................ 15.020%** 0.00%

CCC+ .............. 1.695% 0.00%

CCC- .............. 1.046% 0.00%

CC ................ .016% 0.00%

**1.971% of these securities, which are unrated by S&P, have been included in
the B- rating category.

***Securities, which are unrated by S&P, have been included as follows: .08%
AAA, .04% in A, and .24% in BBB.

It should be noted that the above ratings are not necessarily indicative of
ratings of bonds at the time of purchase.

Investment Methods and Risks

Common to More than One Fund

Certain types of investments and investment techniques authorized for more
than one fund, as stated in the descriptions of the individual Funds, are
described below and in the SAI in greater detail. All policies and percentage
limitations are considered at the time of purchase unless otherwise noted.
Each of the Funds will not necessarily use the strategies described to the
full extent permitted unless the Managers believe that doing so will help a
Fund reach its objectives, and not all instruments or methods will be used at
all times. See "Table of Contents" in front for a complete listing and page
numbers.

Borrowing

As a matter of fundamental policy, all of the Funds except the Asset
Allocation, Developing Markets, International Smaller Companies, Mutual
Discovery, Mutual Shares and Small Cap Funds, may borrow money up to 5% of
the value of their respective total assets and no such borrowing may be for
direct investment in securities. The Funds may also borrow from banks for
temporary or short-term purposes. The Funds currently define temporary or
short-term purposes to include: (i) short-term (i.e., no longer than five
business days) credits for clearance of portfolio transactions; (ii)
borrowing in order to meet redemption requests or to finance failed
settlements of portfolio trades without immediately liquidating portfolio
securities or other assets; and (iii) borrowing in order to fulfill
commitments or plans to purchase additional securities pending the
anticipated sale of other portfolio securities or assets in the near term. As
a fundamental policy, the Asset Allocation, Developing Markets, International
Smaller Companies, Mutual Discovery, Mutual Shares and Small Cap Funds may
borrow up to 331/3% of the value of their respective total net assets from
banks to increase their holdings of portfolio securities or for temporary
purposes.

Under federal securities laws, each Fund is required to maintain continuous
asset coverage of 300% with respect to such borrowings and to sell (within
three days) sufficient portfolio holdings to restore such coverage if it
should decline to less than 300% due to market fluctuations or otherwise,
even if such liquidations of a Fund's holdings may be disadvantageous from an
investment standpoint. Leveraging by means of borrowing will exaggerate the
effect of any increase or decrease in the value of portfolio securities on a
Fund's net asset value, and money borrowed will be subject to interest and
other costs (which may include commitment fees and/or the cost of maintaining
minimum average balances) which may or may not exceed the income received
from the securities purchased with borrowed funds. A Fund will not purchase
additional securities while its borrowings exceed the above percentage of its
total assets.

Concentration

The Real Estate Fund, Utility Equity Fund, and the Natural Resources Fund
will concentrate in a particular industry or sector, or in U.S. Government
Securities, as indicated in the separate discussions above for each
respective Fund. The other Funds will not invest more than 25% of the value
of their respective total assets in any one particular industry (excluding
the U.S. government).

Convertible Securities

With the exception of the Money Fund, Zero Coupon Funds and Government Fund,
all Funds may invest in convertible securities. A convertible security is
generally a debt obligation or preferred stock that may be converted within a
specified period of time into a certain amount of common stock of the same or
a different issuer. A convertible security provides a fixed-income stream and
the opportunity, through its conversion feature, to participate in the
capital appreciation resulting from a market price advance in its underlying
common stock. As with a straight fixed-income security, a convertible
security tends to increase in market value when interest rates decline and
decrease in value when interest rates rise. Similar to a common stock, the
value of a convertible security tends to increase as the market value of the
underlying stock rises, and it tends to decrease as the market value of the
underlying stock declines. Because its value can be influenced by both
interest rate and market movements, a convertible security is not as
sensitive to interest rates as a similar fixed-income security, nor is it as
sensitive to changes in share price as its underlying stock.

A convertible security is usually issued either by an operating company or by
an investment bank. When issued by an operating company, a convertible
security tends to be senior to common stock, but subordinate to other types
of fixed-income securities issued by that company. When a convertible
security issued by an operating company is "converted," the operating company
often issues new stock to the holder of the convertible security but, if the
parity price of the convertible security is less than the call price, the
operating company may pay out cash instead of common stock. If the
convertible security is issued by an investment bank, the security is an
obligation of and is convertible through the issuing investment bank.

The convertible debt obligations in which a Fund may invest are subject to
the same rating criteria and investment policies as that Fund's investments
in debt obligations. The issuer of a convertible security may be important in
determining the security's market value. This is because the holder of a
convertible security will have recourse only to the issuer. In addition, a
convertible security may be subject to redemption by the issuer, but only
after a specified date and under circumstances established at the time the
security is issued.

However, unlike convertible debt obligations, convertible preferred stocks
are equity securities. As with common stocks, preferred stocks are
subordinated to all debt obligations in the event of insolvency, and an
issuer's failure to make a dividend payment is generally not an event of
default entitling the preferred shareholder to take action. A preferred stock
generally has no maturity date, so that its market value is dependent on the
issuer's business prospects for an indefinite period of time. In addition,
distributions from preferred stock are dividends, rather than interest
payments, and are usually treated as such for corporate tax purposes. For
these reasons, convertible preferred stocks are treated as preferred stocks
for each Fund's financial reporting, credit rating, and investment limitation
purposes.

Certain Funds, consistent with their investment policies, may also invest in
enhanced or synthetic convertible securities. A detailed discussion of these
securities appears in the SAI. None of the Funds currently expect to make
significant use of these securities.

Debt Obligations

Debt obligations are subject to the risk of an issuer's inability to meet
principal and interest payments on the obligations (credit risk) and may also
be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer and
general market liquidity (market risk). The Managers consider both credit
risk and market risk in making investment decisions as to corporate debt
obligations for a Fund. Debt obligations in which the Funds may invest will
tend to decrease in value when prevailing interest rates rise and increase in
value when prevailing interest rates fall. Generally, long-term debt
obligations are more sensitive to interest rate fluctuations than short-term
obligations. Because a Fund's investments in debt obligations are interest
rate sensitive, a Fund's performance may be affected by the Managers' ability
to anticipate and respond to fluctuations in market interest rates. Debt
obligations include U.S. Government Securities, debt obligations of states or
municipalities or state or municipal government agencies or instrumentalities
or foreign sovereign entities, U.S. or foreign corporate debt obligations,
preferred stock, zero coupon bonds and mortgage- or asset-backed securities.

Corporate Debt Obligations. See "Highlighted Risk Considerations - Lower
Rated Corporate Debt Obligations."

Money Market Instruments. The investments described in the Money Market Fund,
without regard to required ratings, maturity, and other criteria under Rule
2a-7 of the 1940 Act governing money market funds which define them as
"Eligible Securities" for purposes of the Fund, will be referred to generally
as "Money Market Instruments" in this prospectus.

U.S. Government Securities. All of the Funds may purchase U.S. Government
Securities. U.S. Government Securities are marketable fixed, floating and
variable rate securities issued or guaranteed by the U.S. Government, its
agencies, authorities or instrumentalities. Some U.S. Government Securities,
such as U.S. Treasury bills (maturities of one year or less), U.S. Treasury
notes (maturities of one to ten years) and U.S. Treasury bonds (generally
maturities of more than ten years) which differ only in their interest rates,
maturities and times of issuance are supported by the full faith and credit
of the U.S. Government. Others, such as obligations issued or guaranteed by
U.S. Government agencies, authorities or instrumentalities are supported
either by (a) the full faith and credit of the U.S. Government (such as
securities of the Small Business Administration), (b) the right of the issuer
to borrow from the Treasury (such as securities of the Federal Home Loan
Banks), (c) the discretionary authority of the U.S. Government to purchase
the agency's obligations (such as FNMA securities), or (d) only the credit of
the issuer. No assurance can be given that the U.S. Government will provide
financial support to U.S. Government agencies, authorities or
instrumentalities in the future.

Securities guaranteed as to principal and interest by the U.S. Government,
its agencies, authorities or instrumentalities are considered to include (i)
securities for which the payment of principal and interest is backed by a
guarantee of, or an irrevocable letter of credit issued by, the U.S.
Government, its agencies, authorities or instrumentalities and (ii)
participation in loans made to foreign governments or their agencies that are
so guaranteed. The secondary market for certain of these participations is
limited. Such participations may therefore be regarded as illiquid.

Each Fund may also invest in separately traded principal and interest
components of securities guaranteed or issued by the U.S. Treasury if such
components are traded independently under the Separate Trading of Registered
Interest and Principal of Securities program ("STRIPS"). See "Zero Coupon
Bonds," below.

U.S. Government Securities include Government National Mortgage Association
("GNMA") mortgage-backed certificates. The yields provided by GNMAs have
historically exceeded the yields on other types of U.S. Government Securities
with comparable maturities. Unpredictable prepayments of principal, however,
can greatly change realized yields. In a period of declining interest rates,
it is more likely that mortgages contained in GNMA pools will be prepaid thus
reducing the effective yield. For more information, See "U.S. Government
Securities Fund," above.

Small Business Administration ("SBA") securities are pools of loans to small
businesses which are guaranteed as to principal and interest by the SBA, and
supported by the full faith and credit of the U.S. Government. SBA loans
generally have variable interest rates which are set at a premium above the
prime rate, and generally have no interest rate caps or floors. The terms on
SBA loans currently range from 7 to 25 years at the time of issue. As with
mortgage-backed securities such as GNMAs, prepayments can greatly change
realized yields. While the prepayment rate of mortgage-backed securities has
generally been a function of market interest rates, the prepayment rate of
SBA securities has historically depended more on the purpose and term of the
loan and the rate of borrower default. Shorter-term SBA loans have had the
highest prepayment rates, particularly if the loans were for working capital;
long-term, real-estate backed SBA loans prepay much more slowly. SBA
securities are sometimes offered at a premium above their principal amount,
which increases the risks posed by prepayment.

These notes would have coupon resets that may cause the current coupon to
fall to, but not below, zero. Existing credit quality, duration and liquidity
standards would apply, so that the Fund may not invest in structured notes
unless the Manager believes that the notes pose no greater credit or market
risk than stripped notes; however, these notes may carry risks similar to
those of stripped securities. See "Investment Methods and Risks."

Zero Coupon Bonds. Zero coupon bonds are debt obligations which are issued at
a significant discount from face value. The original discount approximates
the total amount of interest the bonds will accrue and compound over the
period until maturity or the first interest accrual date at a rate of
interest reflecting the market rate of the security at the time of issuance.
A zero coupon security pays no interest to its holder during its life and its
value (above its cost to a Fund) consists of the difference between its face
value at maturity and its cost.

One particular zero coupon security a Fund may purchase is the FICO STRIP,
each of which represents an interest in securities issued by the Financing
Corporation ("FICO"), whose sole purpose is to function as a financing
vehicle for recapitalizing the Federal Savings and Loan Insurance Corporation
("FSLIC"). FICO STRIPS are not backed by the full faith and credit of the
U.S. Government but are generally treated as U.S. Government Agency
Securities.

The credit risk factors pertaining to lower rated debt obligations also apply
to lower rated zero coupon bonds. Such bonds carry an additional risk in
that, unlike bonds which pay interest throughout the period to maturity, the
Fund will realize no cash until the cash payment date and, if the issuer
defaults, the Fund may obtain no return at all on its investment.

Deferred Interest and Pay-In-Kind Bonds. While zero coupon bonds do not
require the periodic payment of interest, deferred interest bonds generally
provide for a period of delay before the regular payment of interest begins.
Although this period of delay is different for each deferred interest bond, a
typical period is approximately one-third of the bond's term to maturity.
Such investments benefit the issuer by mitigating its initial need for cash
to meet debt obligations service, but some also provide a higher rate of
return to attract investors who are willing to defer receipt of such cash.
Such investments experience greater volatility in market value due to changes
in interest rates than debt obligations which provide for regular payments of
interest. A Fund will accrue income on such investments for tax and
accounting purposes

Pay-in-kind bonds are securities which pay interest through the issuance of
additional bonds. A Fund will be deemed to receive interest over the life of
such bonds and be treated as if interest were paid on a current basis for
federal income tax purposes, although no cash interest payments are received
by the Fund until the cash payment date or until the bonds mature. This
accrued income from both deferred interest and pay-in-kind bonds must be
"distributed" to the insurance company shareholders each year, whether or not
such distributions are paid in cash. To the extent such distributions are
paid in cash, a Fund may be required to dispose of portfolio securities that
it otherwise would have continued to hold or to use cash flows from other
sources such as sales of Fund shares.

Lower-rated deferred interest and pay-in-kind bonds also share the special
credit risk considerations described under "Zero Coupon Bonds," above.

Derivatives

As described in the individual Fund sections or the SAI, certain of the Funds
may use certain types of instruments, sometimes referred to as "derivatives."
Derivatives are used to help (a) manage risks relating to interest rates,
currency fluctuations and other market factors ("hedging"); (b) increase
liquidity; and/or (c) invest in a particular stock or bond in a more
efficient or less expensive way. Derivatives are broadly defined as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset, such as stock prices or indices of
securities, interest rates, currency exchange rates, or commodity prices.
Some, all, or the component parts of, the following instruments might be
considered derivatives or complex securities: adjustable rate mortgage
securities; adjustable rate securities; collateralized mortgage obligations;
convertible securities with enhanced yield features such as PERCS, ACES,
DECS, and PEPS; forward contracts; futures contracts; inverse floaters and
super floaters; multiclass pass-throughs, stripped mortgage securities, and
other asset-backed securities; options; real estate mortgage investment
conduits; re-securitized government project loans; spreads and straddles;
swaps; synthetic convertible securities; and uncovered mortgage dollar rolls.
These instruments and their risks are discussed in this section, the
individual Fund sections, and/or in the SAI.

Diversification

Each Fund, except the Global Income Fund, will operate as a diversified fund
under federal securities law. Each diversified Fund may not, with respect to
75% of its total assets, purchase the securities of any one issuer (except
U.S. Government Securities) if more than 5% of the value of the Fund's assets
would be invested in such issuer.

In addition, each Fund intends to diversify its investments to meet the
requirements under federal tax laws relating to regulated investment
companies and variable contracts issued by insurance companies. In order to
comply with the diversification requirements related to regulated investment
companies, each Fund will limit its investments so that, at the close of each
quarter of the taxable year, (i) with respect to 50% of the market value of
its total assets, not more than 5% of the market value of its total assets
will be invested in the securities of a single issuer and each Fund will not
own more than 10% of the outstanding voting securities of a single issuer. A
Fund's investments in U.S. Government Securities are not subject to these
limitations, and (ii) not more than 25% of the market value of each Fund's
total assets will be invested in the securities of a single issuer.

In order to comply with the diversification requirements related to variable
contracts issued by insurance companies, each Fund will diversify its
investments such that (i) no more than 55% of the Fund's assets is
represented by any one investment; (ii) no more than 70% of the Fund's assets
is represented by any two investments; (iii) no more than 80% of the Fund's
assets is represented by any three investments; and (iv) no more than 90% of
the Fund's assets is represented by any four investments. In the case of
Funds investing in obligations of U.S. government agencies or
instrumentalities, each agency or instrumentality is treated as a separate
issuer for purposes of the above rules.

Loan Participations

Certain Funds may acquire loan participations and other direct or indirect
bank obligations ("Loan Participations"), in which a Fund will purchase from
a lender a portion of a larger loan which it has made to a borrower.
Generally Loan Participations are sold without guarantee or recourse to the
lending institution, and are subject to the credit risks of both the borrower
and the lending institution. They may, however, enable a Fund to acquire an
interest in a loan from a financially strong borrower which it could not do
directly. While Loan Participations generally trade at par value, certain
Funds may buy Loan Participations that sell at a discount because of the
borrower's credit problems. To the extent the borrower's credit problems are
resolved, Loan Participations may appreciate in value. Loan Participations
may have speculative characteristics, and may be illiquid and/or in default.

Loans of Portfolio Securities

Consistent with procedures approved by the Board of Trustees and subject to
certain conditions, the Funds may lend their portfolio securities to
qualified securities dealers or other institutional investors, provided that
such loans do not exceed 30% of the value of the Fund's total assets at the
time of the most recent loan (one-third of the Fund's assets in the case of
the Asset Allocation, Developing Markets, International Equity, Mutual
Discovery, Mutual Shares and Pacific Funds), and further provided that the
borrower deposits and maintains, with the Fund's custodian bank 100%
collateral consisting of cash, U.S. Government Securities, or irrevocable
letters of credit. The lending of securities is a common practice in the
securities industry. A Fund may engage in security loan arrangements with the
primary objective of increasing the Fund's income either through investing
the cash collateral in short-term interest bearing obligations or by
receiving a loan premium from the borrower. Under the securities loan
agreement, a Fund continues to be entitled to all dividends or interest on
any loaned securities. As with any extension of credit, there are risks of
delay in recovery and loss of rights in the collateral should the borrower of
the security fail financially.

Options and Futures Contracts

Certain Funds may invest in options and futures contracts and any limitations
noted in this section are qualified by the Funds' individual policies as
stated in the individual descriptions of each of the Funds. Unless otherwise
noted in a Fund's policies, the value of the underlying securities on which
options may be written at any one time will not exceed 15% of the total
assets of the Fund. Nor will a Fund purchase put or call options if the
aggregate premiums paid for such options would exceed 5% of its total assets
at the time of purchase.

Unless otherwise noted in a Fund's policies, none of the Funds permitted to
invest in these contracts will purchase or sell futures contracts or options
on futures contracts if immediately thereafter the aggregate amount of
initial margin deposits on all the futures positions of the Fund and premiums
paid on options on futures contracts would exceed 5% of the market value of
the total assets of the Fund. See the "Investment Objectives and Policies" of
the specific Fund and the SAI for a discussion of whether, and to what
extent, the Fund may purchase these investments.

In general, a Fund will use futures and options primarily for hedging
purposes, that is, in an attempt to reduce or control certain types of risks.
There is no guarantee, however, that these transactions will be successful.
In addition, these transactions may expose a Fund to risks related to
counterparty creditworthiness, illiquidity, and increased expenses. A
detailed discussion of these transactions and their risks appears in the SAI.
None of the Funds currently expect to make significant use of these
transactions, except to manage currency risk. See "Highlighted Risk
Considerations, Foreign Transactions."

Portfolio Turnover

Each Fund may purchase and sell securities without regard to the length of
time the security has been held, and the frequency of Fund transactions
(turnover rate) will vary from year to year, depending on market conditions.
Portfolio turnover could be greater in periods of unusual market movement and
volatility. The Managers will weigh the potential benefits of any short-term
trading against the higher transaction costs associated with a higher
turnover rate.

It is anticipated that each Fund's annual turnover rate generally will not
exceed 100% except for the Templeton Global Income Securities Fund which may
exceed 100% per year. The Templeton Global Income Securities Fund's turnover
rate of 140.96% in 1996 was primarily due to bond maturities, and the
rebalancing of the portfolio to keep interest rate risk and country
allocations at desired levels.

The Natural Resources Securities Fund will probably experience higher
portfolio turnover, which may exceed 100%, as the portfolio managers sell
precious metals securities and purchase securities in the broader natural
resources sector. After that, it is not expected that the Natural Resources
Securities Fund will have portfolio turnover exceeding 100%.

Higher portfolio turnover rates generally increase transaction costs, which
are fund expenses, but would not create capital gains for investors because
of the tax-deferred status of variable annuity and variable life insurance
investments. Portfolio turnover rates for recent years are shown in the
"Financial Highlights." More information is in the SAI.

Repurchase and Reverse Repurchase Agreements

Each Fund may engage in repurchase transactions, in which the Fund purchases
a U.S. government security subject to resale to a bank or dealer at a
mutually agreed upon price and date. The transaction requires the
collateralization of the seller's obligation by U.S. Government Securities
held with a custodian of the Fund, with an initial market value, including
accrued interest, equal to at least 102% of the dollar amount invested by the
Fund, with the value of the underlying security marked to market daily to
maintain coverage of at least 100%. A default by the seller might cause the
Fund to experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. The Fund might also incur disposition
costs in liquidating the collateral. Each Fund intends to enter into
repurchase agreements only with qualified securities dealers or other
institutional investors deemed creditworthy by the Fund's investment manager.
Under federal securities laws, a repurchase agreement is deemed to be the
loan of money by the Fund to the seller, collateralized by the underlying
security.

Certain Funds authorized to do so may also enter into reverse repurchase
agreements which may involve additional risks. See the SAI, "Common
Investment Methods and Risks."

Restricted and Illiquid Securities

It is a fundamental policy of the Funds to not invest more than 10% of their
respective net assets in illiquid investments, except that the International
Smaller Companies, Mutual Discovery and Mutual Shares Funds may invest up to
15% in such investments. Illiquid investments include most repurchase
agreements of more than seven days duration, currency and interest rate
swaps, time deposits with a notice or demand period of more than seven days,
certain over-the-counter option contracts, participation interests in loans,
securities that are not readily marketable and "restricted securities," i.e.,
securities that are not registered or are offered in an exempt non-public
offering under the Securities Act of 1933 ("1933 Act"). Such restriction
shall not apply to restricted securities offered and sold to "qualified
institutional buyers" under Rule 144A under the 1933 Act or to foreign
securities which are offered or sold outside the United States where the
Managers determine, based upon a continuing review of the trading markets for
the specific restricted security, that such restricted securities are liquid.
For additional details, see the SAI.

The Board of Trustees has adopted guidelines and delegated to the Managers
the daily function of determining and monitoring the liquidity of restricted
securities. The Board, however, will retain sufficient oversight and be
ultimately responsible for the determinations. To the extent a Fund invests
in restricted securities that are deemed liquid, the general level of
illiquidity in a Fund may be increased if qualified institutional buyers
become uninterested in purchasing these securities or the market for these
securities contracts.

The purchase price and subsequent valuation of restricted securities normally
reflect a discount from the price at which such securities would trade if
they were not restricted, since the restriction makes them less liquid. The
amount of the discount from the prevailing market prices is expected to vary,
depending upon the type of security, the character of the issuer, the party
who will bear the expenses of registering the restricted securities and
prevailing supply and demand conditions.

"Rolls"

Funds that may purchase Treasury securities may also enter into "U.S.
Treasury rolls" in which the Fund sells outstanding U.S. Treasury securities
and buys back "when-issued" U.S. Treasury securities of slightly longer
maturity for simultaneous settlement on the settlement date of the
when-issued U.S. Treasury security. During the period prior to settlement
date, the Fund continues to earn interest on the securities it is selling. It
does not earn interest on the securities which it is purchasing until after
the settlement date. Two potential advantages of such a strategy are 1) that
the Fund can regularly and incrementally adjust its weighted average maturity
(which otherwise would constantly diminish with the passage of time); and 2)
in a normal yield curve environment (in which shorter maturities yield less
than longer maturities), a gain in yield to maturity can be obtained along
with the desired extension. The Fund could suffer an opportunity loss if the
counterparty to the roll failed to perform its obligations on settlement
date, in that market conditions may have changed adversely. The Fund,
however, intends to enter into U.S. Treasury rolls only with government
securities dealers recognized by the Federal Reserve Board or with member
banks of the Federal Reserve System.

Funds that may purchase mortgage-backed securities may enter into mortgage
"dollar rolls" in which the Fund sells mortgage-backed securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (name, type, coupon and maturity) securities on a
specified future date. During the roll period, the Fund forgoes principal and
interest paid on the mortgage-backed securities. The Fund is compensated by
the difference between the current sales price and the lower forward price
for the future purchase (often referred to as the "drop") as well as by the
interest earned on the cash proceeds of the initial sale. A "covered roll" is
a specific type of dollar roll for which there is an offsetting cash position
or a cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction and is maintained in a
segregated account. A Fund will not enter into any dollar rolls that are not
covered rolls.

Small Capitalization Issuers

Certain Funds may invest in relatively new or unseasoned companies which are
in their early stages of development, or small companies positioned in new
and emerging industries where the opportunity for rapid growth is expected to
be above average. These are typically companies which have a market
capitalization of less than $1 billion. Investing in securities of small
companies may offer greater potential for capital appreciation since they are
often overlooked by investors or undervalued in relation to their earnings
power. Securities of unseasoned companies may present greater risks than
securities of larger, more established companies. Small companies may suffer
significant losses as well as realize substantial growth, and investments in
such companies tend to be more volatile and are therefore speculative.

Historically, the small capitalization stocks have been more volatile in
price than the larger capitalization stocks. Among the reasons for the
greater price volatility of these securities are the less certain growth
prospects of smaller firms, the lower degree of liquidity in the markets for
such stocks, and the greater sensitivity of small companies to changing
economic conditions. Besides exhibiting greater volatility, small company
stocks may, to a degree, fluctuate independently of larger company stocks.
Small company stocks may decline in price as large company stocks rise, or
rise in price as large company stocks decline. Investors should therefore
expect that the net asset value of a Fund which invests a substantial portion
of its net assets in small company stocks may be more volatile than the
shares of a fund that invests solely in larger capitalization stocks. For
more information, refer to the "Small Cap Fund" description.

Structured Notes

A structured note is a derivative instrument which entitles its holder to
receive some portion of the principal or interest payments which would be due
on a traditional debt obligation. A zero coupon bond, which is the right to
receive only the principal portion of a debt security, is a simple form of
structured note. A structured note's performance or value may be linked to a
change in return, interest rate, or value at maturity of the change in an
identified or "linked" equity security, currency, interest rate, index or
other financial indicator ("benchmark"). The holder's right to receive
principal or interest payments on a structured note may also vary in timing
or amount, depending upon changes in certain rates of interest or other
external events. Structured notes may be much more volatile than the
underlying instruments themselves, depending on the direction of interest
rates, and may present many of the same risks as investing in futures and
options. Certain structured notes without leverage characteristics may still
be considered risky and an investor could lose an amount equal to the amount
invested. As with any debt instruments, structured notes pose credit risk,
i.e., the issuer may be unable to make the required payments. Finally, some
structured notes may be illiquid, because few investors or dealers trade in
such securities or because the notes are complex and difficult to price. Such
potential illiquidity may be especially pronounced during severe bond market
corrections. The Board will monitor the liquidity of structured notes and
notes determined to be illiquid will be subject to a Fund's percentage limits
on illiquid securities. If permitted by a Fund's investment policies, the
Templeton Managers may occasionally invest under 5% of their respective
fund's assets in structured notes that are linked to a benchmark, on a
non-leveraged, one-to-one basis.

Temporary Investments

In any period of market weakness or of uncertain market or economic
conditions or while awaiting suitable investment opportunities, a Fund may
establish a temporary defensive position by investing in high quality Money
Market Instruments. Any decision to withdraw substantially, and, for a
sustained period of time, from a Fund's "defined" market(s) based on its
investment objectives will be reviewed by the Board of Trustees. All Funds,
except the Money Fund, may therefore invest up to 100% of their respective
net assets in, for example, U.S. Government Securities, bank obligations, the
highest quality commercial paper, or in repurchase agreements as described
above. Rising Dividends may also invest in short-term fixed-income securities.

The Asset Allocation, Developing Markets, Global Income, Global Growth,
International Equity, International Smaller Companies, Mutual Discovery,
Mutual Shares, and Pacific Funds may also invest in non-U.S. currency and
short-term instruments denominated in non-U.S. currencies for temporary
defensive purposes. The Developing Markets and International Smaller
Companies Funds may also invest in medium-term (not more than five years to
maturity) obligations issued or guaranteed by the U.S. government or the
governments of foreign countries, their agencies or instrumentalities.

It is not possible to predict with any certainty when or for how long a Fund
will employ defensive strategies.

Trade Claims

Trade claims are purchased from creditors of companies in financial
difficulty. For purchasers such as a Fund, trade claims offer the potential
for profits since they are often purchased at a significantly discounted
value and, consequently, may generate capital appreciation if the value of
the claim increases as the debtor's financial position improves.

If the debtor is able to pay the full obligation on the face of the claim as
a result of a restructuring or an improvement in the debtor's financial
condition, trade claims offer the potential for higher income due to the
difference in the face value of the claim as compared to the discounted
purchase price.

An investment in trade claims is speculative and carries a high degree of
risk. There can be no guarantee that the debt issuer will ever be able to
satisfy the obligation on the trade claim. Trade claims are not regulated by
federal securities laws or the SEC. Currently, trade claims are regulated
primarily by bankruptcy laws. Because trade claims are unsecured, holders may
have a lower priority in terms of payment than most other creditors in a
bankruptcy proceeding.

Warrants

A warrant is typically a long-term option issued by a corporation which gives
the holder the privilege of buying a specified number of shares of the
underlying common stock at a specified exercise price at any time on or
before an expiration date.

Stock index warrants entitle the holder to receive, upon exercise, an amount
in cash determined by reference to fluctuations in the level of a specified
stock index. If a Fund does not exercise or dispose of a warrant prior to its
expiration, it will expire worthless.

"When-Issued" and "Delayed Delivery" Transactions

A Fund may purchase securities and debt obligations on a "when-issued" or
"delayed delivery" basis (in the case of GNMA Certificates, a
"To-Be-Announced" basis). Such securities are subject to market fluctuations
prior to delivery to the Fund and generally do not earn interest until their
scheduled delivery date. When the Fund is the buyer in such transactions, it
will segregate cash or liquid securities, having an aggregate value equal to
the amount of such purchase commitments until payment is made. To the extent
the Fund engages in when-issued and delayed delivery transactions, it will do
so only for the purpose of acquiring portfolio securities consistent with the
Fund's investment objectives and policies, and not for the purpose of
investment leverage. Nonetheless, purchases of securities on such basis may
involve more risk than other types of purchases, for example, counterparty
delivery risk. If the seller fails to complete the transaction, the Fund may
miss a price or yield considered advantageous. See the SAI for additional
information.

Investment Restrictions

Each Fund is subject to a number of additional investment restrictions, some
of which are fundamental policies and, like the investment objective of each
Fund, may be changed only with the approval of shareholders. For a list of
these additional restrictions and more information concerning the policies
discussed above, please see the SAI.

Management

Trustees and Officers

The Board. The Trust's Board of Trustees oversees the management of the Trust
and elects its officers. The officers are responsible for each Fund's
day-to-day operations.

Managers

The Manager for all series of the Trust, except the Asset Allocation,
Developing Markets, Global Growth, International Smaller Companies, Mutual
Discovery, Mutual Shares and Rising Dividends Funds, is Franklin Advisers,
Inc. ("Advisers"), 777 Mariners Island Blvd., P.O. Box 7777, San Mateo,
California 94403-7777. In addition, Advisers employs Templeton Investment
Counsel, Inc. ("Templeton Florida"), Broward Financial Centre, Suite 2100,
Fort Lauderdale, Florida 33394, to act as subadviser to the International
Equity Fund, the Pacific Fund, and the Global Income Fund.

Franklin Advisory Services, Inc., One Parker Plaza, Sixteenth Floor, Fort
Lee, New Jersey, 07024 ("Franklin New Jersey") replaced Advisers as the
Manager for the Rising Dividends Fund on July 1, 1996. Advisers and Franklin
New Jersey are both direct wholly owned subsidiaries of Franklin Resources,
Inc. There is no change in the individuals primarily responsible for the
day-to-day operations of the Fund, and the material terms of the Fund's
management agreement with Franklin New Jersey, including fees, are the same
as those of the prior management agreement with Advisers.

The Manager for the Mutual Discovery and the Mutual Shares Funds is Franklin
Mutual Advisers, Inc. ("Franklin Mutual") 51 John F. Kennedy Parkway, Short
Hills, New Jersey, 07078.

The Manager for the Asset Allocation and Global Growth Funds is Templeton
Global Advisors Limited ("Templeton Nassau") Lyford Cay Nassau, N.P. Bahamas.
Templeton Nassau employs Templeton Florida to act as subadviser to the Asset
Allocation Fund.

The Manager for the Developing Markets Fund is Templeton Asset Management
Ltd.("Templeton Singapore") 7 Temasek Boulevard, # 38-03, Suntec Tower One,
Singapore, 038987.

The Manager for the International Smaller Companies Fund is Templeton Florida.

Advisers, Franklin Mutual, Franklin New Jersey, Templeton Nassau, Templeton
Singapore, and Templeton Florida may be referred to as the "Manager" or
"Managers" throughout the prospectus and SAI. The Managers also perform
similar services for other funds. The Managers are wholly owned by Resources,
a publicly owned company engaged in the financial services industry through
its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr. are the
principal shareholders of Resources. Together the Managers and their
affiliates manage over $179 billion in assets. The Templeton organization has
been investing globally since 1940, with offices in Argentina, Australia,
Bahamas, Canada, France, Germany, Hong Kong, India, Italy, Luxembourg,
Poland, Russia, Scotland, Singapore, South Africa, U.S., and Vietnam. Please
see "Investment Management and Other Services" and "Policies Regarding
Brokers Used on Securities Transactions" in the SAI for information on
securities transactions and a summary of the Trust's Code of Ethics.

Management Services and Fees. The Managers manage each Fund's assets and make
each Fund's investment decisions. Each Fund is obligated to pay a management
fee for these services. Fund Administration fees may be paid directly by the
Fund or indirectly by the Managers through the management fees. See "Fund
Administrator," below.

During the fiscal year ended December 31, 1996, the management and fund
administration fees and total operating expenses, as a percentage of monthly
net assets and before any advance waiver, for each Fund which operated
throughout 1996 were as follows:

1996 Management and 1996 Total

Fund Administration Operating Fund

(Except New Funds)Fees Expenses

Asset Allocation Fund.. .80% .86%

Developing Markets Fund 1.25% 1.49%

Global Growth Fund..... .88% .93%

Global Income Fund..... .56% .61%

Government Fund........ .49% .51%

Growth and Income Fund. .48% .50%

High Income Fund....... .52% .54%

Income Securities Fund. .47% .50%

International Equity Fund .81% .89%

Natural Resources Fund
(formerly Metals Fund) .60% .65%

Money Fund*............ .51% .53%

Pacific Fund........... .89% .99%

Real Estate Fund....... .55% .57%

Rising Dividends Fund.. .75% .76%

Small Cap Fund......... .75% .77%

Utility Fund........... .47% .50%

Zero Coupon Fund - 2000** .60% .62%

Zero Coupon Fund - 2005** .63% .65%

Zero Coupon Fund - 2010** .63% .65%

*Under an advance agreement by Advisers to limit its management fees, the
Money Fund paid management and fund administration fees of 0.41% and total
operating expenses of .43%. Advisers may end this arrangement at any time
upon notice to the Board.

**Under an agreement by Advisers to limit its management fees, each Zero
Coupon Fund paid management and fund administration fees of 0.38% and total
operating expenses of 0.40%. In addition, until at least December 31, 1997,
Advisers has voluntarily agreed to keep the total expenses of each Zero
Coupon Fund to a maximum of 0.40%.

The Mutual Discovery and Mutual Shares Funds are each obligated to pay
Franklin Mutual a monthly fee computed at the annual rate of 0.80% and 0.60%
respectively, of the value of the average daily net assets of each Fund. The
Capital Growth Fund is obligated to pay Advisers a monthly fee computed at
the annual rate of 0.75% of the Fund's average daily net assets up to and
including $500 million, plus 0.625% of the value of average daily net assets
up to and including $1 billion, plus 0.50% of the value of average daily net
assets over $1 billion. Under a management agreement with Templeton Florida,
the International Smaller Companies Fund is obligated to pay the Manager a
monthly fee equal to an annual rate of 0.85% of the value of the Fund's
average daily net assets up to and including $200 million, 0.765% of the
value of the Fund's average daily net assets over $200 million up to and
including $1.3 billion; and 0.68% of the value of the Fund's average daily
net assets over $1.3 billion.

In general, the fees which the Funds investing substantially in global
securities are obligated to pay the Managers are higher than advisory fees
paid by most other U.S. investment companies, primarily because investing in
equity securities of companies outside the U.S., and especially in developing
market countries which are not widely followed by professional analysts,
requires the Managers to invest additional time and incur added expense in
developing specialized resources, including research sources.

Please refer to the SAI for further details regarding management fees.

Portfolio Transactions. Each Manager tries to obtain the best execution on
all transactions. If a Manager believes more than one broker or dealer can
provide the best execution, consistent with internal policies it may consider
research and related services and the sale of Fund shares, as well as shares
of other funds in the Franklin Templeton Group of Funds, when selecting a
broker or dealer. Please see "Brokerage Allocation" in the SAI for more
information.

Operating Expenses. Each Fund pays its own operating expenses. These expenses
include, but may not be limited to: the Managers' management fees; fund
administration fees where they are separate from the management fee; taxes,
if any; custodian, legal, and auditing fees; the fees and expenses of
trustees who are not members of, affiliated with or interested persons of the
Managers; salaries of any personnel not affiliated with the Managers;
insurance premiums; trade association dues; expenses of obtaining quotations
for calculating the value of the Fund's net assets; printing and other
expenses which are not expressly assumed by the Managers. Expenses incurred
jointly by more than one Fund will be apportioned on a pro rata basis.

Subadvisor

Templeton Florida is paid a fee by Advisers with respect to the Global
Income, International and Pacific Funds, and by Templeton Nassau with respect
to the Asset Allocation Fund, based on a percentage of each Fund's average
daily net assets. In all cases, Templeton Florida's fees are not a separate
expense of the respective Funds but are paid by the Managers from the
management fees they receive from their respective management agreements with
the Funds. Templeton Florida will pay all expenses incurred by it in
connection with its activities under the subadvisory agreements with the
Managers, other than the cost of securities purchased for the Funds and
brokerage commissions in connection with such purchases.

Fund Administrator

Franklin Templeton Services, Inc. ("FT Services"), 777 Mariners Island
Boulevard, San Mateo, California 94404, provides certain administrative
facilities and services for the Funds, including preparation and maintenance
of books and records, preparation of tax reports, preparation of financial
reports, and monitoring compliance with regulatory requirements.

FT Services is employed directly by the Asset Allocation, International
Smaller Companies, Mutual Discovery and Mutual Shares Funds, and through
subcontracts by the Managers of all the other Funds.

Where FT Services is employed directly by a Fund, it receives a monthly fee
equivalent on an annual basis to 0.15% of the average daily net assets of the
Fund, reduced to 0.135% of such assets in excess of $200 million, to 0.10% of
such assets in excess of $700 million, and to 0.075% of such assets in excess
of $1.2 billion. Where it is employed through a subcontract with the Manager,
the same fees schedule applies; however, its fees are not separate expenses
of the Fund but are paid by the Manager from the management fees received
from the Fund.

Portfolio Operations

The following persons are primarily responsible for the day-to-day management
of each Fund's portfolio, other than the Money Fund.

Capital Growth Fund

Conrad B. Herrmann

Vivian J. Palmieri

Kei Yamamoto

Kevin Carrington

Growth and Income Fund

Frank Felicelli

Douglas Barton

Ernst Schleimer

High Income Fund

Betsy Hofman-Schwab

Chris Molumphy

R. Martin Wiskemann

Income Securities Fund

Charles B. Johnson

Matt Avery

Mutual Discovery Securities and Mutual Shares Securities Funds

Michael F. Price

Peter Langerman

Jeffrey Altman

Robert Friedman

Raymond Garea

Lawrence Sondike

Natural Resources Securities Fund

(formerly Precious Metals Fund)

Suzanne Willoughby Killea

Ed Perks

Real Estate Securities Fund

Matt Avery

Tom Branch

Rising Dividends Fund

Donald G. Taylor

William Lippman

Margaret McGee

Bruce C. Baughman

Small Cap Fund

Edward B. Jamieson

Michael McCarthy

Templeton Developing Markets Equity Fund

J. Mark Mobius, Ph.D.

H. Allan Lam

Tom Wu

Dennis Lim

Eddie Chow

Tek-Khoan Ong

Templeton Global Asset Allocation Fund

Jeffrey A. Everett

Thomas J. Dickson

Sean Farrington

Templeton Global Growth Fund

Sean Farrington

Jeffrey A. Everett

Mark G. Holowesko

Templeton Global Income Securities Fund

Neil S. Devlin

Thomas J. Dickson

Ronald A. Johnson, Ph.D.

Templeton International Equity Fund

Marc S. Joseph

Mark Beveridge

Templeton International Smaller Companies Fund

Marc S. Joseph

Mark Beveridge

Gary Clemons

Templeton Pacific Growth Fund

William T. Howard

Mark Beveridge

Gary Clemons

U.S. Government Securities Fund

Jack Lemein

David Capurro

Roger Bayston

Tony Coffey

Utility Equity Fund

Gregory E. Johnson

Sally Edwards-Haff

Ian Link

Zero Coupon Funds

David Capurro

Jack Lemein

Tony Coffey

Biographical Information

Jeffrey Altman

Senior Vice President

Franklin Mutual Advisers, Inc.

Mr. Altman has a Bachelor of Science degree from Tulane University. Prior to
October 1996, Mr. Altman was employed as a Research Analyst and Trader for
Heine Securities Corporation, an investment adviser acquired by Resources,
for at least 5 years. He joined the Franklin Templeton Group in November 1996
and has managed the Mutual Discovery Securities Fund and Mutual Shares
Securities Fund from inception.

Matt Avery

Portfolio Manager

Franklin Advisers, Inc.

Mr. Avery holds a Master of Business Administration degree from the
University of California at Los Angeles. He earned his Bachelor of Science
degree in industrial engineering from Stanford University. He has been in the
securities industry since 1982 and with the Franklin Templeton Group since
1987. Mr. Avery has managed the Income Securities Fund and the Real Estate
Fund since their inception.

Douglas Barton

Portfolio Manager

Franklin Advisers, Inc.

Mr. Barton is a Chartered Financial Analyst and holds a Master of Business
Administration degree from California State University in Hayward and a
Bachelor of Science degree from California State University in Chico. Mr.
Barton joined the Franklin Templeton Group in July 1988 and has managed the
Growth and Income Fund since May 1995.

Bruce C. Baughman

Vice President and Portfolio Manager

Franklin Advisory Services, Inc.

Mr. Baughman holds a Master of Science degree in accounting from New York
University. He earned his Bachelor of Arts degree from Stanford University.
Prior to joining Franklin, Mr. Baughman had been in the securities industry
for over ten years and with the Franklin Templeton Group since 1988. He has
managed the Rising Dividends Fund since its inception.

Roger Bayston

Portfolio Manager

Franklin Advisers, Inc.

Mr. Bayston is a Chartered Financial Analyst and holds a Master of Business
Administration degree from the University of California at Los Angeles. He
earned his Bachelor of Science degree from the University of Virginia. Prior
to joining Franklin, Mr. Bayston was an Assistant Treasurer for Bankers Trust
Company. Following completion of the Masters degree program, Mr. Bayston
joined the Franklin Templeton Group in 1991. Mr. Bayston has managed the
Government Fund since November 1993.

Mark R. Beveridge

Vice President and Portfolio Manager

Templeton Investment Counsel Inc.

Mr. Beveridge is a Chartered Financial Analyst and holds a Bachelor of
Business Administration degree in finance from the University of Miami. He
joined the Franklin Templeton Group in 1985 and has managed the International
and Pacific Growth Funds since January 1994 and has managed the Templeton
International Smaller Companies Fund from inception.

Tom Branch

Portfolio Manager

Franklin Advisers, Inc.

Mr. Branch received a Bachelor of Science degree in Business Administration
with a concentration in finance from California Polytechnic State University,
San Luis Obispo. Mr. Branch joined the Franklin Templeton Group in July 1993
and has managed the Real Estate Fund since 1994.

David Capurro

Portfolio Manager

Franklin Advisers, Inc.

Mr. Capurro holds a Master of Business Administration degree in finance from
California State University at Hayward. He earned his Bachelor of Science
degree in business administration at California State University at Hayward.
Mr. Capurro joined the Franklin Templeton Group in 1983 and has managed the
Government Fund and the Zero Coupon Funds since inception.

Kevin Carrington

Portfolio Manager

Franklin Advisers, Inc.

Mr. Carrington is a Charter Financial Analyst and holds a Bachelor of Science
degree in business administration from California State University at Chico.
He has been with the Franklin Templeton Group since 1992 and has managed the
Capital Growth Fund from inception.

Eddie Chow

Investment Analyst

Templeton Asset Management Ltd.

Mr. Chow holds a Master of Business Administration degree from the University
of Wisconsin-Milwaukee. Prior to joining the Franklin Templeton Group in,
1994, he worked for many years in the finance and banking industry. He has
managed the Fund since February 1996.

Gary Clemons

Portfolio Manager

Templeton Investment Counsel Inc.

Mr. Clemons holds a Master of Business Administration degree from the
University of Wisconsin at Madison. He earned his Bachelor of Science degree
in earth science from the University of Nevada at Reno. Mr. Clemons was a
research analyst for Structured Asset Management. He joined the Franklin
Templeton Group in 1990 and has managed the Pacific Fund since 1994 and has
managed the Templeton International Smaller Companies Fund from inception.

T. Anthony Coffey

Portfolio Manager

Franklin Advisers, Inc.

Mr. Coffey is a Chartered Financial Analyst and holds a Master of Business
Administration degree from the University of California at Los Angeles. He
earned his Bachelor of Arts degree from Harvard University. Prior to joining
Franklin, Mr. Coffey was an associate with the Analysis Group. He is a member
of several securities industry committees and associations and joined the
Franklin Templeton Group in 1989. He has managed the Zero Coupon Funds since
August 1989 and the U.S. Government Securities Fund since 1996.

Neil S. Devlin

Executive Vice President and Portfolio Manager

Templeton Investment Counsel Inc.

Mr. Devlin holds a Bachelor of Arts degree in economics and philosophy from
Brandeis University. He is currently a level III CFA candidate. Prior to
joining the Franklin Templeton Group in 1987, Mr. Devlin was a portfolio
manager and a bond analyst with Constitutional Capital Management of Boston
and a bond trader and research analyst for the Bank of New England. He has
managed the Templeton Global Income Securities Fund (formerly the "Global
Income Fund") since 1993.

Thomas J. Dickson

Portfolio Manager

Templeton Investment Counsel, Inc.

Mr. Dickson received his Bachelor of Science degree in managerial economics
from the University of California at Davis. Mr. Dickson joined the Franklin
Templeton Group in 1992. He has managed the Templeton Global Income
Securities Fund (formerly the "Global Income Fund") since 1994, and has
managed the Asset Allocation Fund from inception.

Jeffrey A. Everett

Senior Vice President and Portfolio Manager

Templeton Global Advisors Limited

Mr. Everett is a Chartered Financial Analyst and holds a Bachelor of Science
degree in finance from Pennsylvania State University. Prior to joining
Templeton, he was an Investment Officer at First Pennsylvania Corporation and
a research coordinator for Centre Square Investment Group. He joined the
Franklin Templeton Group in 1990, has managed the Global Growth the Asset
Allocation Funds from inception.

Sally Edwards-Haff

Portfolio Manager

Franklin Advisers, Inc.

Ms. Edwards-Haff is a Chartered Financial Analyst and holds a Bachelor of
Arts degree in economics from the University of California at Santa Barbara.
Ms. Edwards-Haff is a member of several securities industry committees and
associations. She joined the Franklin Templeton Group in 1986 and has managed
the Utility Fund since October 1990.

Sean Farrington

Vice President and Portfolio Manager

Templeton Global Advisors Limited

Mr. Farrington, a Chartered Financial Analyst, has a Bachelor of Arts degree
in Economics from Harvard University. He is a member of a securities
association. He joined Templeton in 1991. He has managed the Global Growth
Fund since 1995 and has managed the Asset Allocation Fund from inception.

Frank Felicelli

Executive Vice President

Franklin Management, Inc.

and Portfolio Manager

Franklin Advisers, Inc.

Mr. Felicelli, a Chartered Financial Analyst, has a Master in Business
Administration from Golden Gate University and a Bachelor of Arts degree in
economics from the University of Illinois. He is a member of several
securities industry-related committees and associations. Mr. Felicelli has
been in the industry since 1980 and with the Franklin Templeton Group since
1986. He has managed the Growth and Income Fund since May 1995.

Robert Friedman

Senior Vice President

Franklin Mutual Advisers, Inc.

Mr. Friedman has a Bachelor of Arts degree in humanities from the John
Hopkins University and a Masters in Business Administration from the Wharton
School, University of Pennsylvania. Prior to November 1996, Mr. Friedman was
a Research Analyst for Heine Securities Corporation, an investment adviser
acquired by Resources, for at least 5 years. He joined the Franklin Templeton
Group in November 1996 and has managed the Mutual Discovery Securities Fund
and Mutual Shares Securities Fund from inception.

Raymond Garea

Senior Vice President

Franklin Mutual Advisers, Inc.

Mr. Garea has a Bachelor of Science degree in engineering from Case Institute
of Technology and a Masters in Business Administration from the University of
Michigan. Prior to November 1996, he was a Research Analyst for Heine
Securities Corporation, an investment adviser acquired by Resources, for at
least 5 years. He joined the Franklin Templeton Group in November 1996 and
has managed the Mutual Discovery Securities Fund and Mutual Shares Securities
Fund from inception.

Conrad B. Herrmann

Portfolio Manager

Franklin Advisers, Inc.

Mr. Herrmann holds a Master of Business Administration degree from Harvard
University and a Bachelor of Arts degree from Brown University. Mr. Herrmann
is a Chartered Financial Analyst has been with the Franklin Templeton Group
since 1989 and prior thereto was Vice President and General Manager of Aquila
Management. He has managed the Capital Growth Fund from inception.

Betsy Hofman-Schwab

Portfolio Manager

Franklin Advisers, Inc.

Ms. Hofman-Schwab is a Chartered Financial Analyst candidate and holds a
Master of Business Administration degree from the College of Notre Dame in
California. She earned her Bachelor of Science degree in finance at the
College of Notre Dame in California. She is a member of several securities
industry associations. She has been with the Franklin Templeton Group since
1981 and has managed the High Income Fund since its inception.

Mark G. Holowesko

Director of Global Equity Research

Templeton Worldwide, Inc. and

Portfolio Manager

Templeton Global Advisors Limited.

Mr. Holowesko is a Chartered Financial Analyst and Chartered Investment
Counselor. He holds a Master of Business Administration degree from Babson
College in Worcester, Massachusetts and a Bachelor of Arts degree in
economics from the College of The Holy Cross, also in Worcester,
Massachusetts. He is a member of several securities industry associations.
Mr. Holowesko joined the Franklin Templeton Group in 1985 and has managed the
Global Growth Fund from inception.

William T. Howard, Jr.

Vice President and Portfolio Manager

Templeton Investment Counsel, Inc.

Mr. Howard is a Chartered Financial Analyst and holds a Master of Business
Administration degree from Emory University. He earned his Bachelor of Arts
degree from Rhodes College. Prior to joining the Franklin Templeton Group,
Mr. Howard was the international portfolio manager and analyst with the State
of Tennessee Consolidated Retirement System. He has managed the Pacific Fund
since 1993.

Edward B. Jamieson

Senior Vice President and Portfolio Manager

Franklin Advisers, Inc.

Mr. Jamieson holds a Bachelor of Arts degree from Bucknell University and a
Master's degree in accounting and finance from the University of Chicago
Graduate School of Business. He has been with the Franklin Templeton Group
since 1987. He is a member of several securities industry-related committees
and associations. He has managed the Small Cap Fund from inception.

Charles B. Johnson

Chairman of the Board, Director and

Portfolio Manager

Franklin Advisers, Inc.

Mr. Johnson holds a Bachelor of Arts degree in economics and political
science from Yale University. He has been with the Franklin Templeton Group
since 1957. Mr. Johnson is a member of several securities industry committees
and associations. He has managed the Income Securities Fund and the Utility
Fund since their inception.

Gregory E. Johnson

Vice President and Portfolio Manager

Franklin Advisers, Inc.

Mr. Johnson holds a Bachelor of Science degree in accounting and business
administration from Washington and Lee University. He joined the Franklin
Templeton Group in 1986. Mr. Johnson is a member of several securities
industry committees and associations. He has managed the Utility Fund since
its inception.

Ronald A. Johnson Ph.D.

Vice President and Emerging Markets Strategist

Templeton Investment Counsel Inc.

Dr. Johnson holds a Ph.D. and MA in economics from Stanford University, an
MBA in finance and a Bachelor of Arts degree in economics from Adelphi
University. Prior to joining the Franklin Templeton Group, Dr. Johnson was
chief strategist and head of research for JPBT Advisers, Inc. Dr. Johnson has
managed the Templeton Global Income Securities Fund (formerly the "Global
Income Fund") since 1995.

Marc S. Joseph

Vice President and Portfolio Manager

Templeton Investment Counsel, Inc.

Mr. Joseph holds a Doctor of Jurisprudence degree from Harvard Law School. He
earned a Master of Business Administration degree from Harvard Business
School and a Bachelor of Science degree in computer science from William and
Mary College. Prior to joining the Franklin Templeton Group, in 1993, Mr.
Joseph was a vice president with Pacific Financial Research and a management
consultant at McKinsey Co. He has managed the International Equity Fund since
1993 and has managed the Templeton International Smaller Companies Fund from
inception.

Suzanne Willoughby Killea

Portfolio Manager

Franklin Advisers, Inc.

Ms. Willoughby Killea holds a Master of Business Administration degree from
Stanford University. She earned her Bachelor of Arts degree in architecture
from Princeton University. Prior to joining the Franklin Templeton Group, in
1991, Ms. Willoughby Killea worked as a summer intern with Dillon Read & Co.,
Inc. (1990) and Dodge & Cox (1989), and for five years as a broker with the
Rubicon Group, a commercial real estate services firm. Ms. Willoughby Killea
has managed the Natural Resources Fund (formerly the Precious Metals Fund)
since 1994.

H. Allan Lam

Portfolio Manager and Analyst

Templeton Asset Management Ltd.

Mr. Lam holds a Bachelors of Arts degree in accounting from Rutgers
University. He has had extensive auditing experience with Deloitte Touche &
Tohmatsu and KPMG Peat Marwick. He joined the Franklin Templeton Group in
1987 and has managed the Developing Markets Fund from inception.

Peter Langerman

Senior Vice President

Franklin Mutual Advisers, Inc.

Mr. Langerman has a Bachelor of Arts degree from Yale University, a Masters
in Science from New York University Graduate School of Business and a Juris
Doctor from Stanford University Law School. Prior to November 1996, he was a
Research Analyst for Heine Securities Corporation, an investment adviser
acquired by Resources, for at least 5 years. He joined the Franklin Templeton
Group in November 1996 and has managed the Mutual Discovery Securities Fund
and Mutual Shares Securities Fund from inception.

Jack Lemein

Senior Vice President and

Portfolio Manager

Franklin Advisers, Inc.

Mr. Lemein holds a Bachelor of Science degree in finance from the University
of Illinois. Mr. Lemein has been in the securities industry since 1967. He is
a member of several securities industry-related committees and associations.
Mr. Lemein joined the Franklin Templeton Group in 1984 and has managed the
Government Fund, and the Zero Coupon Funds since their inception.

Dennis Lim

Vice President and Portfolio Manager

Templeton Asset Management Ltd.

Mr. Lim holds a Master of Science degree in Management (Finance Analysis),
from the University of Wisconsin-Milwaukee, (Beta Gamma Sigma, Delta Chapter
of Wisconsin). He earned a Bachelor of Science degree in building engineering
from the National University of Singapore. Prior to joining the Franklin
Templeton Group, in 1990, he worked for the Government of Singapore's
Ministry of National Development. He has managed the Fund since February 1996.

Ian Link

Portfolio Manager

Franklin Advisers, Inc.

Mr. Link is a Chartered Financial Analyst and holds a Bachelor of Arts degree
in economics from the University of California at Davis. He is a member of
several securities industry-related committees and associations. Mr. Link
joined the Franklin Templeton Group in 1989, and has managed the Utility Fund
since March 1995.

William Lippman

President and Portfolio Manager

Franklin Advisory Services, Inc.

Mr. Lippman holds a Master of Business Administration degree from the
Graduate School of Business Administration of New York University. He earned
his Bachelor of Science degree in business administration from City College
New York. Mr. Lippman has been in the securities industry for over 30 years
and with the Franklin Templeton Group since 1988. He has managed the Rising
Dividends Fund since inception.

Michael McCarthy

Portfolio Manager

Franklin Advisers, Inc.

Mr. McCarthy holds a Bachelor of Arts degree in history from the University
of California at Los Angeles. He has been with the Franklin Templeton Group
since 1992. He has managed the Small Cap Fund from inception.

Margaret McGee

Vice President and Portfolio Manager

Franklin Advisory Services, Inc.

Ms. McGee holds a Bachelor of Arts degree from William Paterson College. She
has been in the securities industry since 1985 and with the Franklin
Templeton Group since 1988. Ms. McGee is a member of several securities
industry-related committees and associations. She has managed the Rising
Dividends Fund since inception.

J. Mark Mobius, Ph.D.

Managing Director and Portfolio Manager

Templeton Asset Management Ltd.

Dr. Mobius holds a Doctor of Philosophy degree in economics and political
science from the Massachusetts Institute of Technology. He earned his
Bachelor's and Master's degrees from Boston University. He is a member of
several industry-related associations. Dr. Mobius joined the Franklin
Templeton Group in 1987 and has managed the Developing Markets Fund from
inception.

Chris Molumphy

Portfolio Manager

Franklin Advisers, Inc.

Mr. Molumphy is a Chartered Financial Analyst and holds a Master's of
Business Administration degree in finance from the University of Chicago. He
earned his Bachelor of Arts degree in economics from Stanford University. Mr.
Molumphy is a member of several securities industry associations. He joined
the Franklin Templeton Group in 1988 and has managed the High Income Fund
since its inception.

Tek-Khoan Ong

Portfolio Manager

Templeton Asset Management Ltd.

Mr. Ong holds a Masters of Business Administration degree from the Wharton
School, graduating with honors and on the director's list. He earned a
Bachelor of Science degree in computing science and a Bachelor of Science
degree, with honors, both from Imperial College, University of London, UK.
Prior to joining the Franklin Templeton Group, in 1993, he worked for the
Monetary Authority of Singapore (Singapore's central bank)for five years. He
has managed the Fund since February 1996.

Vivian J. Palmieri

Portfolio Manager

Franklin Advisers, Inc.

Mr. Palmieri holds a Bachelor of Arts degree in economics from Williams
College. He has been with the Franklin Templeton Group since 1965. Mr.
Palmieri has managed the Capital Growth Fund from inception.

Michael F. Price

Chief Executive Officer and President

Franklin Mutual Advisers, Inc.

Mr. Price has a Bachelor of Arts degree in business administration from the
University of Oklahoma. Prior to November 1996, Mr. Price was President and
Chairman of Heine Securities Corporation, an investment adviser acquired by
Resources, for at least 5 years. He became Chief Executive Officer of
Franklin Mutual in November 1996 and has managed the Mutual Discovery
Securities Fund and Mutual Shares Securities Fund from inception.

Ernst Schleimer

Portfolio Manager

Franklin Advisers, Inc.

Mr. Schleimer holds a Master of Business Administration degree from the
Stanford School of Business and a Bachelor of Arts degree from Tufts
University. Mr. Schleimer has been with the Franklin Templeton Group since
1994, and prior thereto worked as a consultant at KPMG Peat Marwick. He has
managed the Growth and Income Fund since 1995.

Lawrence Sondike

Senior Vice President

Franklin Mutual Advisers, Inc.

Mr. Sondike has a Bachelor of Arts degree from Cornell University and a
Masters in Business Administration from New York University Graduate School
of Business. Prior to November 1996, he was a Research Analyst for Heine
Securities Corporation, an investment adviser acquired by Resources, for at
least 5 years. He joined the Franklin Templeton Group in November 1996, and
has managed the Mutual Discovery Securities Fund and Mutual Shares Securities
Fund from inception.

Donald G. Taylor

Portfolio Manager

Franklin Advisory Services, Inc.

Mr. Taylor holds a Bachelor of Science degree in Economics from the Wharton
School of the University of Pennsylvania. Mr. Taylor has been in the
securities industry for over ten years. He joined the Franklin Templeton
Group in June 1996 and has managed the Rising Dividends Fund since 1996.

R. Martin Wiskemann

Senior Vice President and Portfolio Manager

Franklin Advisers, Inc.

Mr. Wiskemann holds a degree in business administration from the
Handelsschule of the State of Zurich, Switzerland. He has been in the
securities business for more than 30 years, managing mutual fund equity and
fixed-income portfolios, and private investment accounts. He is a member of
several securities industry associations. He joined the Franklin Templeton
Group in 1972 and has managed the High Income Fund and the Metals Fund since
their inception.

Tom Wu

Director, Portfolio Manager, and Analyst

Templeton Asset Management Ltd.

Mr. Wu holds a Master of Business Administration degree from the University
of Oregon. He earned a Bachelor of Social Science Degree in economics from
the University of Hong Kong. Prior to joining the Franklin Templeton Group,
in 1987, he was a stockbroker at Vickers da Costa Hong Kong Ltd. He has
managed the Developing Markets Fund from inception.

Kei Yamamoto

Portfolio Manager

Franklin Advisers, Inc.

Ms. Yamamoto is a Chartered Financial Analyst and has a Master of Science
degree and a Bachelor of Science degree in material science and engineering
from the Massachusetts Institute of Technology. Prior to joining the Franklin
Templeton Group in 1994, Ms. Yamamoto worked at Goldman Sachs & Co. as a
financial analyst and at Wasserstein Perella & Co. as an associate and vice
president. Ms. Yamamoto has managed the Capital Growth Fund from inception.

Purchase, Redemption, and Exchange of Shares

Purchases of Shares

As noted in the Introduction, shares of each Fund are currently sold only to
the Variable Accounts of the Insurance Companies, to fund the benefits under
their Policies.

The Trust serves as an investment vehicle for both variable annuity and
variable life insurance contracts. Therefore, the Trust's Board of Trustees
monitors events in order to identify any material conflicts between variable
annuity contract owners and variable life contract owners and will determine
what action, if any, should be taken in the event of such a conflict.
Although the Trust does not currently foresee any disadvantages to contract
owners, an irreconcilable material conflict may conceivably arise between
contract owners of different separate accounts investing in the Fund due to
differences in tax treatment, the management of investments, or other
considerations. If such a conflict were to occur, one of the Variable
Accounts might withdraw its investment in a Fund. This might force the Fund
to sell portfolio securities at disadvantageous prices.

The applicable Insurance Company Variable Account purchases shares of each
Fund using purchase payments allocated to one or more of the Sub-Accounts of
each Variable Account, as selected by the Contract Owners. Shares are
purchased by the Variable Accounts at the net asset value of each respective
Fund next determined after the Fund receives the purchase payment in good
order and are credited to each Sub-Account in the form of full and fractional
shares (rounded to the nearest 1/1000 of a share).

The Funds do not issue share certificates. Initial and subsequent payments
allocated to a specific Fund are subject to the limits applicable in the
Contracts issued by the Insurance Company.

Redemptions of Shares

Each Insurance Company redeems shares of the applicable Fund to make benefit
or surrender payments under the terms of its Contracts. Redemptions are
processed on any day on which the Funds are open for business (each day the
New York Stock Exchange is open) and are effected at the Fund's net asset
value next determined after the Fund receives the appropriate order from the
Variable Accounts.

Payment for redeemed shares will be made within seven days after receipt of
the redemption order in proper form. However, under unusual circumstances,
the Trust may suspend redemptions or postpone payment for more than seven
days as permitted by federal securities law. Redemptions are taxable events,
and the amount received upon redemption of the shares of any of the Funds may
be more or less than the amount paid for the shares, depending upon the
fluctuations in the market value of the assets constituting the portfolios of
that Fund.

If a substantial portion of any Fund's shares should be redeemed within a
short period, the Fund might have to liquidate portfolio securities it might
otherwise hold and also incur the additional costs related to such
transactions.

Exchanges of Shares

Shares of any one Fund may be exchanged for shares of any other Funds in the
Trust, all of which are described in this Prospectus, subject to the terms of
the Contract prospectus. Exchanges are treated as a redemption of shares of
one fund and a purchase of shares of one or more of the other funds and are
effected at the respective net asset value per share of each fund on the date
of the exchange.

Neither the Trust nor the Variable Accounts are designed for professional
market timing organizations, other entities, or individuals using programmed,
large and/or frequent transfers. The Variable Accounts, in coordination with
the Trust, reserve the right to temporarily or permanently refuse exchange
requests if, in the Managers' judgment, a Fund would be unable to invest
effectively in accordance with its investment objectives and policies, or
would otherwise potentially be adversely affected. In particular, a pattern
of exchanges that coincide with a "market timing" strategy may be disruptive
to a Fund and therefore may be refused. Accounts under common ownership or
control may be aggregated for purposes of the transfer limits. Investors
should consult the Variable Account prospectus of the specific insurance
product that accompanies this Trust prospectus for information on other
specific limitations on the transfer privilege.

The Trust reserves the right to modify or discontinue its exchange program at
any time upon 60 days' notice to the Insurance Companies.

Income Dividends and Capital Gains Distributions

Each Fund, other than the Money Market Fund, will declare and pay to the
appropriate Sub-Account of the Variable Account once each year following the
close of the calendar year (i) all net investment income (which includes
dividends and interest paid on each Fund's investments less expenses incurred
in the Fund's operations) and (ii) all net realized short-term and long-term
capital gains, if any, earned during the preceding year.

The Money Fund declares a dividend each day the Fund's net asset value is
calculated, equal to all of its daily net income, payable to the appropriate
Sub-Account of the Variable Account as of the close of business the preceding
day. The amount of dividend may fluctuate from day to day and may be omitted
on some days, depending on changes in the factors that comprise the Fund's
net income.

Any distributions made by the Funds will be automatically reinvested in
additional Shares of that Fund. Dividends or distributions by the Funds will
reduce the per share net asset value by the per share amount so paid.

Determination of Net Asset Value

The net asset value per share of each Fund is determined as of the scheduled
close of the New York Stock Exchange generally 4:00 p.m., Eastern time. To
calculate the Net Asset Value per share of each Fund, the assets of each Fund
are valued and totaled, liabilities are subtracted, and the balance, called
net assets, is divided by the number of shares outstanding. The assets in
each Fund's portfolio are valued as described under "Additional Information
Regarding Valuation and Redemption of Shares of the Funds" in the SAI.

Tax Considerations

Each Fund of the Trust is treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify or continue to qualify for treatment
as a regulated investment company under Subchapter M of the Code. By
distributing all of its income, and meeting certain other requirements
relating to the sources of its income and diversification of its assets, each
Fund will not be subject to federal income taxes.

In order to ensure that individuals holding the Policies whose assets are
invested in a Fund will not be subject to federal income tax on distributions
made by the Fund prior to the receipt of payments under the Policies, each
Fund intends to comply with the additional requirements of Section 817(h) of
the Code relating to diversification of its assets.

The Funds are not subject to any federal excise tax on undistributed income
because their shares are held exclusively by segregated asset accounts of an
insurance company in connection with variable contracts.

Foreign securities that meet the definition in the Code of a Passive Foreign
Investment Company (a "PFIC") may subject a Fund to an income tax and
interest charge with respect to such investments. To the extent possible, the
Fund will avoid such treatment by not investing in known PFIC securities or
by adopting other strategies for any PFIC securities it does purchase.

Foreign exchange gains and losses realized by the Funds in connection with
certain transactions involving foreign currencies, foreign currency payables
or receivables, foreign currency-denominated debt obligations, foreign
currency forward contracts, and options or futures contracts on foreign
currencies are subject to special tax rules which may cause such gains and
losses to be treated as ordinary income and losses rather than capital gains
and losses and may affect the amount and timing of the Funds' income or loss
from such transactions and, in turn, its distributions to shareholders.

The Natural Resources Fund's ability to invest in gold bullion will be
limited by the requirements for qualification as a regulated investment
company. For example, no more than 10% of the Fund's annual gross income may
be derived from income from nonqualifying sources, including gain from the
disposition of gold bullion or gold derivative instruments.

Holders of Policies under which assets are invested in the Trust should refer
to the Prospectus for the Policies for information regarding the tax aspects
of ownership of such Policies.

How the Trust Measures Performance

Advertisements, sales literature, hypothetical personalized illustrations,
and communications with Contract Owners and others may cite a Fund's
performance calculated on a total return, current yield or current
distribution rate basis. Total return figures show the change in value of a
hypothetical past investment as a percentage of the investment, assuming any
dividends and capital gains are reinvested. Total return figures will
indicate the time periods used, whether figures are cumulative or annualized
and whether the effects of sales charges are included. Current yield for each
Fund (except the Money Fund) shows the an annualization of income per share
earned by that Fund over a recent 30 day period, and is shown as a percentage
of the investment. The current distribution rate for a Fund (other than the
Money Fund) is usually computed by annualizing the dividends paid per share
during the most recent preceding fiscal quarter and dividing that amount by
the net asset value at the end of the period. Unlike current yield, the
current distribution rate may include income distributions from sources other
than dividends and interest received by each Fund. Performance data will
include uniformly computed performance figures for comparative purposes.

From time to time, the Money Fund may advertise its current and effective
yield. The Money Fund's current yield refers to an annualization of the
income generated by an investment over a stated seven-day period, and is
shown as a percentage of the investment. The Money Fund's effective yield is
calculated similarly but, when annualized, the income earned is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

Each Fund's investment results will vary. Performance figures are always
based on past performance and do not indicate future results. Hypothetical
performance information may also be prepared for sales literature or
advertisements. For additional information, see the SAI "How the Trust
Measures Performance" and the appropriate insurance company separate account
prospectus and SAI.

General Information

Custody of Assets

Under a custody agreement with the Trust, the Bank of New York serves as the
custodian of the assets of all the Funds, except those for which Chase
Manhattan Bank and State Street Bank serve as custodian. The Chase Manhattan
Bank currently serves as custodian for the Asset Allocation, Developing
Markets, Global Growth and International Smaller Companies Funds. State
Street Bank and Trust Company serves as the custodian of the Mutual Discovery
and Mutual Shares Funds.

Distribution Plans

Each Fund's management agreement includes a distribution or "Rule 12b-1" plan
(the "Plan"). However, no payments are to be made by any Fund as a result of
the Plan. The Funds do not make any payments other than payments for which
the Funds are otherwise obligated to make pursuant to the applicable then
effective management agreement or as incurred in the ordinary course of their
business. To the extent any of the foregoing are nevertheless deemed
indirectly to be payments for the financing of any activity primarily
intended to result in the sale of shares issued by the Fund within the
context of rule 12b-1, such payments shall be deemed to have been made
pursuant to the Plan (sometimes referred to as a "defensive 12b-1 Plan"). In
connection with their approval of the applicable management agreements, the
Board of Trustees, including a majority of the non-interested trustees,
determined that, in the exercise of their reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the
implementation of the respective Plans will benefit each Fund and the
Contract Owners whose purchase payments have indirectly been invested in each
Fund. For further details of these Plans, see the SAI.

Reports

The Trust's fiscal year ends December 31. Annual Reports containing audited
financial statements of the Trust and Semi-Annual Reports containing
unaudited financial statements, as well as proxy materials, are sent to
Contract Owners, annuitants or beneficiaries, as appropriate. Inquiries may
be directed to the Trust at the telephone number or address set forth on the
cover page of this prospectus.

Transfer Agent

Franklin Templeton Investor Services, Inc., 777 Mariners Island Blvd., P.O.
Box 7777, San Mateo, California 94403-7777, a wholly-owned subsidiary of
Franklin Resources, Inc. and a transfer agent maintains shareholder records,
processes purchases and redemptions of each Fund's shares, and serves as each
Fund's dividend-paying agent.

Voting Privileges and Other Rights

The Trust was organized as a Massachusetts business trust under an Agreement
and Declaration of Trust which permits the trustees to issue an unlimited
number of full and fractional shares of beneficial interest, with a par value
of $.01, which may be issued in any number of series. Shares issued by each
Fund will be fully paid and nonassessable and will have no preemptive,
conversion, or sinking rights.

Shares of each Fund have equal voting rights and vote separately (from other
Funds in the Trust) as to issues affecting that Fund, or the Trust, unless
otherwise permitted. The Trust has noncumulative voting rights. This gives
holders of more than 50% of the shares voting the ability to elect all of the
Trustees. If this happens, holders of the remaining shares voting will not be
able to elect any Trustees. The Trust does not intend to hold annual
shareholder meetings. It may hold a special meeting, however, for matters
requiring shareholder approval. A meeting may also be called by the trustees,
at their discretion, or by shareholders holding at least 10% of the
outstanding shares of any Fund. The Trust is required to help a shareholder
communicate with other shareholders in connection with removing trustees. For
information regarding voting privileges of Contract Owners, see the
accompanying insurance company separate account Prospectus, under "Voting
Rights."

The Board of Trustees may from time to time issue other series, the assets
and liabilities of which will likewise be separate and distinct from any
other series.

Appendix

Description of Bond Ratings*

Moody's

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large, fluctuation of protective elements may be of
greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger.

A - Bonds rated A possess many favorable investment attributes and are
considered upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered medium grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may
be lacking or may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba - Bonds rated Ba are judged to have predominantly speculative elements and
their future cannot be considered well assured. Often the protection of
interest and principal payments is very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. The modifier
1 indicates that the security ranks in the higher end of its generic rating
category; modifier 2 indicates a mid-range ranking; and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.

S&P

AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong and, in the majority of
instances, differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.

BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligations.
BB indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

C - Bonds rated C are typically subordinated debt to senior debt that is
assigned an actual or implied CCC- rating. The C rating may also reflect the
filing of a bankruptcy petition under circumstances where debt service
payments are continuing. The C1 rating is reserved for income bonds on which
no interest is being paid.

D - Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.

Description of Commercial Paper Ratings

Moody's

Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually their promissory obligations not having an original maturity
in excess of nine months. Moody's employs the following designations, all
judged to be investment grade, to indicate the relative repayment capacity of
rated issuers:

P-1 (Prime-1): Superior capacity for repayment.

P-2 (Prime-2): Strong capacity for repayment.

S&P

S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:

A-1: This designation indicates the degree of safety regarding timely payment
is very strong. A "plus" (+) designation indicates an even stronger
likelihood of timely payment.

A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated A-1.

A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.

FRANKLIN
VALUEMARK FUNDS

STATEMENT OF
ADDITIONAL INFORMATION
- ------------------------------------------------------------------------------
777 Mariners Island Blvd., P.O. Box 7777 MAY 1, 1997
San Mateo, CA 94403-7777 1-800/342-3863

Franklin Valuemark Funds (the "Trust") is an investment company, organized as a
Massachusetts business trust, and consisting of twenty-three separate investment
portfolios or funds (the "Fund" or "Funds") each of which has different
investment objectives. Shares of the Funds are sold only to insurance company
separate accounts to fund the benefits of variable life insurance policies or
variable annuity contracts owned by their respective policyholders or
contractholders. Certain Funds may not be available in connection with a
particular policy or contract or in a particular state. Investors should consult
the separate account prospectus for the specific insurance product that
accompanies the Trust prospectus for information on any applicable restrictions
or limitations with respect to a separate account's investments in the Funds.

A Prospectus for the Trust, dated May 1, 1997, as may be amended from time to
time, provides the basic information an investor should know before investing in
any Fund and may be obtained without charge from the Trust at the address listed
above.

This Statement of Additional Information is not a prospectus. It contains
information in addition to, and in more detail than set forth in, the
Prospectus. This Statement is intended to provide the prospective investor with
additional information regarding the activities and operations of the Trust and
the Funds and should be read in conjunction with the Prospectus.

<PAGE>

ContentsPage
Introduction (See also "Introduction" and
"General Information" in the Prospectus) 2
Fund Investment Objectives and Policies
(See also "Fund Investment Objectives
and Policies" in the Prospectus). 2
Highlighted Risk Considerations
(See also "Highlighted Risk
Considerations" in the Prospectus) 4
Foreign Securities .............. 5
Currency Management Techniques .. 8
Zero Coupon Funds -
Special Considerations ......... 9
Investment Methods and Risks
Common to More than One Fund (See
also "Investment Methods and
Risks Common to More than One
Fund" in the Prospectus)......... 11
Convertible Securities .......... 11
Illiquid Securities ............. 13
Interest Rate Swaps.............. 12
Inverse Floaters ................ 13
Mortgage and Asset-Backed Securities 13
Municipal Securities ............ 15
Options and Futures ............. 15
Portfolio Turnover............... 23
Real Estate Fund................. 23
Repurchase Agreements ........... 24
Reverse Repurchase Agreements ... 24
Short Sales...................... 24
When-Issued Securities .......... 25
Fundamental Investment Restrictions 25
Non-Fundamental Investment
Restrictions..................... 27
Officers and Trustees ............ 27
Investment Management and
Other Services (See also
"Management" in the Prospectus).. 31
Fund Administrator.............. 34
Transfer Agent ................. 34
Custodians ..................... 35
Independent Auditors ........... 35
Research Services .............. 35

FVF SAI 05/97

Policies Regarding Brokers
Used on Securities Transactions.. 35
Additional Information Regarding
Valuation and Redemption of Shares
of the Funds (See also "Purchase,
Redemption and Exchange of Shares"
and "Determination of Net Asset Value"
in the Prospectus) .............. 37
Calculation of Net Asset Value.. 37
Funds Other than Money Fund..... 37
Money Market Fund .............. 38
Additional Information ........... 39
Additional Information
Regarding Taxation ............. 39
How the Trust Measures Performance 40
Miscellaneous Information ....... 41
Fund Similarity.................. 42
Financial Statements ............. 43

Introduction
- ------------------------------------------------------------------------------

Franklin Valuemark Funds (the "Trust") is an open-end management investment
company, or mutual fund, organized as a Massachusetts business trust on April
26, 1988 and registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 (the "1940 Act"). Shares of the Trust
are currently sold only to the separate accounts (the "Variable Accounts") of
Allianz Life Insurance Company of North America, or its wholly owned subsidiary
Preferred Life Insurance Company of New York, or their affiliates ("Insurance
Companies") to fund the benefits under variable life insurance policies and
variable annuity contracts (collectively the "Contracts") issued by the
Insurance Companies. The Variable Accounts are divided into sub-accounts (the
"Sub-Accounts"), each of which will invest in one of the Funds, as directed
within the limitations described in the appropriate Contracts, by the owners of
the respective Contracts issued by the Insurance Companies (collectively the
"Contract Owners"). The Trust issues a separate series of shares of beneficial
interest for each Fund. Each Fund maintains a totally separate and distinct
investment portfolio. Some of the current Funds in the Trust may not be
available in connection with a particular Contract or in a particular state.
Contract owners should consult the insurance product prospectus accompanying the
Trust prospectus which describes the specific Contract or the appropriate
Insurance Company for information on available Funds and any applicable
limitations with respect to a separate account's investments in the Funds.

Fund Investment Objectives and Policies
- ------------------------------------------------------------------------------

Each Fund has one or more investment objective and related investment policies
and uses various investment techniques to pursue these objectives and policies,
all of which are described more completely in the Trust's Prospectus. There can
be no assurance that any of the Funds will achieve their investment objective or
objectives. Investors should not consider any one Fund alone to be a complete
investment program and should evaluate each Fund in relation to their personal
financial situation, goals, and tolerance for risk. All of the Funds are subject
to the risk of changing economic conditions, as well as the risk related to the
ability of the Managers to make changes in the portfolio composition of the Fund
in anticipation of changes in economic, business, and financial conditions. As
with any security, a risk of loss of all or a portion of the principal amount
invested accompanies an investment in the shares of any of the Funds.

SUMMARY OF FUND OBJECTIVES

Fund Seeking Stability of Principal and Income

Money Market Fund ("Money Fund")1 seeks high current income, consistent with
capital preservation and liquidity. The Fund will pursue its objective by
investing exclusively in high quality money market instruments. An investment in
the Money Market Fund is neither insured nor guaranteed by the U.S. Government.
The Fund attempts to maintain a stable net asset value of $1.00 per share,
although no assurances can be given that the Fund will be able to do so.

Funds Seeking Current Income
High Income Fund2 seeks a high level of current income, with capital
appreciation as a secondary objective, by investing in debt obligations and
dividend-paying common and preferred stocks. Debt obligations include high
yield, high risk, lower rated obligations (commonly referred to as "junk bonds")
which involve increased risks related to the creditworthiness of their issuers.

Templeton Global Income Securities Fund ("Global Income Fund")1 seeks a high
level of current income, consistent with preservation of capital, with capital
appreciation as a secondary consideration, through investing in foreign and
domestic debt obligations, including up to 25% in high yield, high risk, lower
rated debt obligations (commonly referred to as "junk bonds"), and related
currency transactions. Investing in a non-diversified fund of global securities
including those of developing markets issuers, involves increased susceptibility
to the special risks associated with foreign investing. Prior to May 1, 1996 the
Fund was known as the Global Income Fund.

U.S. Government Securities Fund ("Government Fund") seeks current income and
safety of capital by investing exclusively in obligations issued or guaranteed
by the U.S. government or its agencies or instrumentalities.

Zero Coupon Funds, 2000, 2005, 2010, seek a high investment return consistent
with the preservation of capital, by investing primarily in zero coupon
securities. In response to interest rate changes, these securities may
experience greater fluctuations in market value than interest-paying securities
of similar maturities. The Funds may not be appropriate for short-term investors
or those who intend to withdraw money before the maturity date.

Funds Seeking Growth and Income

Growth and Income Fund1 seeks capital appreciation, with current income return
as a secondary objective, by investing primarily in U.S. common stocks,
securities convertible into common stocks, and preferred stocks. The Fund may
invest in foreign securities. Prior to May 1, 1995, the Growth and Income Fund
was known as the Equity Growth Fund.

Income Securities Fund1,2 seeks to maximize income while maintaining prospects
for capital appreciation by investing primarily in a diversified portfolio of
domestic debt obligations and/or equity securities. Debt obligations include
high yield, high risk, lower rated obligations (commonly referred to as "junk
bonds") which involve increased risks related to the creditworthiness of their
issuers. The Fund may invest in foreign securities.

Mutual Shares Securities Fund ("Mutual Shares Fund")1,2 seeks capital
appreciation, with income as a secondary objective. The Fund invests primarily
in domestic equity securities trading at prices below their intrinsic values.
The Fund may also invest in securities of companies involved in corporate
restructuring, mergers, bankruptcies, and liquidations as well as debt
securities of any quality including "junk bonds," and defaulted securities, all
of which involve increased risks related to the creditworthiness of their
issuers. Foreign investing involves special risks.

Rising Dividends Fund seeks capital appreciation, primarily through investment
in the equity securities of companies that have paid consistently rising
dividends over the past ten years. Preservation of capital is also an important
consideration. The Fund seeks current income incidental to capital appreciation.

Templeton Global Asset Allocation Fund ("Asset Allocation Fund")1 seeks a high
level of total return through a flexible policy of investing in equity
securities, debt obligations, including up to 25% in high yield, high risk,
lower rated debt obligations (commonly referred to as "junk bonds"), and money
market instruments of issuers in any nation, including developing markets
nations. The mix of investments among the three market segments will be adjusted
in an attempt to capitalize on the total return potential produced by changing
economic conditions throughout the world. Foreign investing involves special
risks.

Utility Equity Fund ("Utility Fund")1 seeks both capital appreciation and
current income by investing primarily in securities of domestic issuers engaged
in the public utilities industry. The Fund may invest in foreign securities.

Funds Seeking Capital Growth
Capital Growth Fund ("Growth Fund")1 seeks capital appreciation, with current
income as a secondary consideration. The Fund invests primarily in equity
securities, including common stocks and securities convertible into common
stocks.

Mutual Discovery Securities Fund ("Mutual Discovery Fund")1,2 seeks capital
appreciation. The Fund invests primarily in domestic and foreign equity
securities, including securities of small capitalization companies, trading at
prices below their intrinsic values. The Fund may also invest in securities of
companies involved in corporate restructuring, mergers, bankruptcies, and
liquidations as well as debt securities of any quality including "junk bonds,"
and defaulted securities, all of which involve increased risks related to the
creditworthiness of their issuers. Foreign investing involves special risks.

Natural Resources Securities Fund (Natural Resources Fund)1 seeks capital
appreciation, with current income return as a secondary objective. The Fund
seeks to achieve its objective by concentrating its investments in securities
issued by companies in or related to the natural resources sector. Foreign
investing involves special risks. Prior to May 1, 1997, the Natural Resources
Fund was known as the Precious Metals Fund and had different investment
objectives and policies.

Small Cap Fund1 seeks long-term capital growth. The Fund seeks to accomplish its
objective by investing primarily in equity securities of small capitalization
growth companies. The Fund may also invest in foreign securities, including
those of developing markets issuers. Because of the Fund's investments in small
capitalization companies, an investment in the Fund may involve greater risks
and higher volatility and should not be considered a complete investment
program.

Templeton Global Growth Fund ("Global Growth Fund")1 seeks long-term capital
growth. The Fund hopes to achieve its objective through a flexible policy of
investing in stocks and debt obligations of companies and governments of any
nation, including developing markets. The realization of income, if any, is only
incidental to accomplishment of the Fund's objective of long-term capital
growth.

Foreign investing involves special risks.

Templeton International Equity Fund ("International Equity Fund")1 seeks
long-term growth of capital. Under normal conditions, the International Equity
Fund will invest at least 65% of its total assets in an internationally mixed
portfolio of foreign equity securities which trade on markets in countries other
than the U.S., including developing markets, and are (i) issued by companies
domiciled in countries other than the U.S., or (ii) issued by companies that
derive at least 50% of either their revenues or pre-tax income from activities
outside of the U.S. Foreign investing involves special risks. Prior to October
15, 1993, the Templeton International Equity Fund was known as the International
Equity Fund. Foreign investing involves special risks.

Templeton International Smaller Companies Fund ("International Smaller Companies
Fund")1 seeks long-term capital appreciation. The Fund seeks to achieve this
objective by investing primarily in equity securities of smaller companies
outside the U.S., including developing markets. Foreign investing involves
special risks and smaller company investments may involve higher volatility. An
investment in the Fund should not be considered a complete investment program.

Templeton Pacific Growth Fund ("Pacific Fund")1 seeks long-term growth of
capital, primarily through investing at least 65% of its total assets in equity
securities which trade on markets in the Pacific Rim, including developing
markets, and are (i) issued by companies domiciled in the Pacific Rim or (ii)
issued by companies that derive at least 50% of either their revenues or pre-tax
income from activities in the Pacific Rim. Investing in a portfolio of
geographically concentrated foreign securities, including developing markets,
involves increased susceptibility to the special risks of foreign investing and
an investment in the Fund may be considered speculative. Prior to October 15,
1993, the Templeton Pacific Growth Fund was known as the Pacific Growth Fund.

1The Asset Allocation, Capital Growth, Developing Markets, Global Growth, Global
Income, Growth and Income, Income Securities, International Equity,
International Smaller Companies, Money Market, Mutual Discovery, Mutual Shares,
Pacific, Natural Resources, Small Cap and Utility Funds may invest more than 10%
of their total net assets in foreign securities which are subject to special and
additional risks related to currency fluctuations, market volatility, and
economic, social, and political uncertainty; investing in developing markets
involves similar but heightened risks related to the relatively small size and
lesser liquidity of these markets. See "Highlighted Risk Considerations, Foreign
Transactions." 2The High Income, Income Securities, Mutual Discovery and Mutual
Shares Funds may invest up to 100% of their respective net assets in debt
obligations rated below investment grade, commonly known as "junk bonds," or in
obligations which have not been rated by any rating agency. Investments rated
below investment grade involve greater risks, including price volatility and
risk of default, than investments in higher rated obligations. Investors should
carefully consider the risks associated with an investment in these Funds in
light of the securities in which they invest. See "Highlighted Risk
Considerations, Lower Rated Debt Obligations."

Highlighted Risk Considerations
- -------------------------------------------------------------------------------

As described more fully in the individual Fund sections in the Trust prospectus
and as supplemented below, an investment in certain of the Funds involves
special additional risks as a result of their ability to invest a substantial
portion of their assets in high yield, high risk, lower rated debt obligations,
foreign investments including those of "developing market" issuers located in
emerging nations as defined by the World Bank, specialized industry sectors,
derivative instruments or complex securities. These and other types of
investments and investment techniques common to more than one Fund, as stated in
the individual Fund descriptions in the Trust Prospectus, are described in
greater detail, including the risks of each and any limitations, in the Trust
Prospectus, this section of the SAI and in "Investment Methods and Risks." All
policies and percentage limitations are considered at the time of purchase. Each
of the Funds will not necessarily use the strategies described to the full
extent permitted unless the Managers believe that doing so will help a Fund
reach its objectives, and not all instruments or strategies will be used at all
times.

Foreign Securities

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 associated with investing in U.S. issuers. There is generally less
government supervision and regulation of securities exchanges, brokers, dealers
and listed companies than in the U.S., thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Individual foreign economies may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross national product, rate
of inflation, capital reinvestment, resource self-sufficiency and balance of
payments position.

With respect to American Depositary Receipts ("ADRs") a Fund may purchase the
securities of foreign issuers directly in foreign markets if no ADRs are
available or the Managers believe these securities offer better opportunities
than the ADRs, with reasonable liquidity.

Even though the Funds authorized to invest in foreign securities intend to
acquire the securities of foreign issuers generally where there are public
trading markets, investments by a Fund in the securities of foreign issuers may
tend to increase the risks with respect to the liquidity of that Fund's
portfolio and that Fund's ability to meet large redemption requests should there
be economic or political turmoil in a country in which the Fund has a
substantial portion of its assets invested or should relations between the U.S.
and foreign countries deteriorate markedly. Changes of governmental
administrations or of economic or monetary policies, in the U.S. or abroad, or
changed circumstances in dealings between nations could result in investment
losses for a Fund and could affect adversely that Fund's operations. A Fund's
purchase of securities in foreign countries will involve currencies of the U.S.
and of foreign countries; consequently, changes in exchange rates, currency,
convertibility and repatriation may favorably or adversely affect each Fund.

Securities which are acquired by a Fund outside the U.S. and which are publicly
traded in the U.S. or on a foreign securities exchange or in a foreign
securities market are not considered by the Fund to be illiquid assets so long
as the Fund acquires and holds the securities with the intention of reselling
the securities in the foreign trading market, the Fund reasonably believes it
can readily dispose of the securities for cash in the U.S. or foreign market and
current market quotations are readily available. Investments may be in
securities of foreign issuers, whether located in developed or emerging
countries.

Investments in foreign securities where delivery takes place outside the U.S.
will have to be made in compliance with any applicable U.S. and foreign currency
restrictions and tax laws (including laws imposing withholding taxes on any
dividend or interest income) and laws limiting the amount and types of foreign
investments. Changes of governmental administrations or of economic or monetary
policies, in the U.S. or abroad, or changed circumstances in dealings between
nations or currency convertibility or exchange rates could result in investment
losses for a Fund. Investments in foreign securities may also subject a Fund to
losses due to nationalization, expropriation, holding and transferring assets
through foreign subcustodians, depositories and broker dealers, or differing
accounting practices and treatment.

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 U.S. companies. The Fund, therefore, may
encounter difficulty in obtaining market quotations for purposes of valuing its
portfolio and calculating its net asset value. Moreover, investors should
recognize that foreign securities are often traded with less frequency and
volume and, therefore, may have greater price volatility, than is the case with
many U.S. securities. Notwithstanding the fact that the Funds permitted to
invest in foreign securities generally intend to acquire the securities of
foreign issuers where there are public trading markets, investments by each Fund
in the securities of foreign issuers may tend to increase the risks with respect
to the liquidity of a Fund's portfolio and a Fund's ability to meet a large
number of shareholder redemption requests should there be economic or political
turmoil in a country in which a Fund has a substantial portion of its assets
invested or should relations between the U.S. and foreign countries deteriorate
markedly. Furthermore, the reporting and disclosure requirements applicable to
foreign issuers may differ from those applicable to domestic issuers, and there
may be difficulties in obtaining or enforcing judgments against foreign issuers.

A 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. Some countries in which a Fund may invest may also have fixed or
managed currencies that are not free-floating against the U.S. dollar. Further,
certain currencies may not be internationally traded. Certain of these
currencies have experienced a steady devaluation relative to the U.S. dollar.
Any devaluations in the currencies in which a Fund's portfolio securities are
denominated may have a detrimental impact on the Fund. The Managers endeavor to
avoid unfavorable consequences and to take advantage of favorable developments
in particular nations where from time to time they place a Fund's investments.
The exercise of this 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.

Developing Markets. Certain Funds may invest in the obligations of governments,
government agencies and corporations of developing countries. As many developing
countries restructure their existing bank debt and economic conditions improve,
these obligations have become available and may offer the Funds the potential
for current U.S. dollar income. Such instruments are not traded on any exchange.
However, the Managers believe there may be a market for such securities either
in multinational companies wishing to purchase such assets at a discount for
further investment or from the issuing governments which may decide to redeem
their obligations at a discount.

The Funds endeavor to buy and sell foreign currencies on as favorable a basis as
practicable. Some price spread on currency exchange (to cover service charges)
may be incurred, particularly when a Fund changes investment 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 a Fund from transferring cash out of the country or
withhold portions of interest and dividends at the source, or impose other taxes
with respect to a Fund's investments in securities of issuers of that country.
Although the Managers place a Fund's investments only in foreign nations which
they consider as having relatively stable and friendly governments, there is the
possibility of cessation of trading on national exchanges, expropriation,
nationalization, confiscatory or other taxation, 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 those nations.

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 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.

In addition, many countries in which the Fund may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some developing countries may
differ favorably or unfavorably from the United States economy in such respects
as growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position.

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 U.S. dollars, the conversion rates may be
artificial to the actual market values and may be adverse to Fund investors.

Certain Eastern European countries, which do not have market economies, are
characterized by an absence of developed legal structures governing private and
foreign investments and private property. Certain countries require governmental
approval prior to investments by foreign persons, or limit the amount of
investment by foreign persons in a particular company, or limit the investment
of foreign persons to only a specific class of securities of a company that may
have less advantageous terms than securities of the company available for
purchase by nationals.

Authoritarian governments in certain Eastern European countries may require that
a governmental or quasi-governmental authority act as custodian of the Fund's
assets invested in such country. To the extent such governmental or
quasi-governmental authorities do not satisfy the requirements of the 1940 Act
to act as foreign custodians of the Fund's cash and securities, the Fund's
investment in such countries may be limited or may be required to be effected
through intermediaries. The risk of loss through governmental confiscation may
be increased in such countries.

Investing in securities of Russian issuers, for the Funds that are permitted to
invest in Russia, involves a high degree of risk and special considerations not
typically associated with investing in the United States securities markets, and
should be considered highly speculative. Such risks include: (a) delays in
settling portfolio transactions and risk of loss arising out of Russia's unique
system of share registration and custody; (b) the risk that it may be impossible
or more difficult than in other countries to obtain and/or enforce a judgment;
(c) pervasiveness of corruption and crime in the Russian economic system; (d)
currency exchange rate volatility and the lack of available currency hedging
instruments; (e) higher rates of inflation (including the risk of social unrest
associated with periods of hyperinflation); (f) controls on foreign investment
and local practices disfavoring foreign investors and limitations on
repatriation of invested capital, profits and dividends, and on a Fund's ability
to exchange local currencies for U.S. dollars; (g) the risk that the government
of Russia or other executive or legislative bodies may decide not to continue to
support the economic reform programs implemented since the dissolution of the
Soviet Union and could follow radically different political and/or economic
policies to the detriment of investors, including non-market-oriented policies
such as the support of certain industries at the expense of other sectors or
investors, or a return to the centrally planned economy that existed prior to
the dissolution of the Soviet Union; (h) the financial condition of Russian
companies, including large amounts of intercompany debt which may create a
payments crisis on a national scale; (i) dependency on exports and the
corresponding importance of international trade; (j) the risk that the Russian
tax system will not be reformed to prevent inconsistent, retroactive and/or
exorbitant taxation; and (k) possible difficulty in identifying a purchaser of
securities held by a Fund due to the underdeveloped nature of the securities
markets.

There is little historical data on Russian securities markets because they are
relatively new and a substantial proportion of securities transactions in Russia
are privately negotiated outside of stock exchanges. Because of the recent
formation of the securities markets as well as the underdeveloped state of the
banking and telecommunications systems, settlement, clearing and registration of
securities transactions are subject to significant risks. Ownership of shares
(except where shares are held through depositories that meet the requirements of
the 1940 Act) is defined according to entries in the company's share register
and normally evidenced by extracts from the register or by formal share
certificates. However, there is no central registration system for shareholders
and these services are carried out by the companies themselves or by registrars
located throughout Russia. These registrars are not necessarily subject to
effective state supervision and it is possible for a Fund to lose its
registration through fraud, negligence or even mere oversight. While a Fund
investing in Russian securities will endeavor to ensure that its interest
continues to be appropriately recorded either itself or through a custodian or
other agent inspecting the share register and by obtaining extracts of share
registers through regular confirmations, these extracts have no legal
enforceability and it is possible that subsequent illegal amendment or other
fraudulent act may deprive the Fund of its ownership rights or improperly dilute
its interests. In addition, while applicable Russian regulations impose
liability on registrars for losses resulting from their errors, it may be
difficult for a Fund to enforce any rights it may have against the registrar or
issuer of the securities in the event of loss of share registration.
Furthermore, although a Russian public enterprise with more than 1,000
shareholders is required by law to contract out the maintenance of its
shareholder register to an independent entity that meets certain criteria, in
practice this regulation has not always been strictly enforced. Because of this
lack of independence, management of a company may be able to exert considerable
influence over who can purchase and sell the company's shares by illegally
instructing the registrar to refuse to record transactions in the share
register. This practice may prevent a Fund from investing in the securities of
certain Russian companies deemed suitable by the Manager. Further, this also
could cause a delay in the sale of Russian company securities by a Fund if a
potential purchaser is deemed unsuitable, which may expose the Fund to potential
loss on the investment.

Currency Management Techniques
Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange
contract ("forward contract") involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. A forward contract may be for a single price or for a range of
prices. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers or
between broker-dealers and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Some forward contracts, however, have a cancellation fee which a Fund must pay
upon cancellation if such Fund determines that canceling the contract is more
favorable to the Fund than completing the contract.

To complete or close a forward contract, a Fund may either accept or make
delivery of the currency specified in the contract at maturity, or enter into a
closing purchase transaction on or before the maturity date, which involves the
purchase or sale of an offsetting contract. Closing purchase transactions with
respect to forward contracts are usually effected with the currency trader who
is a party to the original forward contract.

A Fund may enter into forward contracts in several circumstances. For example,
when a Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Fund anticipates the receipt in a
foreign currency of dividends or interest payments on such a security which it
holds, the Fund may desire to "lock in" the dollar price of the security or the
dollar equivalent of such dividend or interest payment, as the case may be. In
addition, when a Manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may enter
into a forward contract to sell, for a fixed amount of dollars, the amount of
foreign currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency.

A Fund may construct an investment position by combining a debt security
denominated in one currency with a forward contract calling for the exchange of
that currency for another currency. The investment position is not itself a
security but is a combined position (i.e., a debt security coupled with a
forward contract) that is intended to be similar in overall performance to a
debt security denominated in the currency purchased.

For example, an Italian lira-denominated position could be constructed by
purchasing a German mark-denominated debt security and simultaneously entering
into a forward contract to exchange an equal amount of marks for lira at a
future date and at a specified exchange rate. With such a transaction, the Fund
may be able to receive a return that is substantially similar, from a yield and
currency perspective, to a direct investment in lira debt securities (which are
relatively limited in size and number), while also obtaining the benefits of
liquidity available from German mark-denominated debt securities, which may have
a lower yield. The Fund may experience slightly different results from its use
of such combined investment positions as compared to its purchase of a debt
security denominated in the particular currency subject to the forward contract.
Such difference may be enhanced or offset by premiums which may be available in
connection with the forward contract.

While a Fund may enter into forward contracts to reduce currency exchange rate
risks, changes in currency prices may result in a poorer overall performance for
the Fund than if it had not engaged in any such transaction. Moreover, there may
be an imperfect correlation between the Fund's holding of securities denominated
in a particular currency and forward contracts entered into by the Fund. Such
imperfect correlation may prevent a Fund from achieving the intended hedge or
expose the Fund to the risk of foreign exchange loss.

Certain provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), may limit the extent to which a Fund may enter into forward contracts.
Such transactions may also affect the character and timing of income, gain or
loss recognized by the Fund for U.S. federal income tax purposes.

Certain Funds may engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated in
a different currency, if the Managers determine that there is a pattern of
correlation between the two currencies. A Fund may also purchase and sell
forward contracts for non-hedging purposes when the Managers anticipate that the
foreign currency will appreciate or depreciate in value, but securities
denominated in that currency do not present attractive investment opportunities
and are not held in the Fund's portfolio.

The Fund's custodian will segregate cash or liquid securities, as permitted by
applicable regulations, in an amount equal to the value of the Fund's total
assets committed to the consummation of forward contracts requiring the Fund to
purchase foreign currencies. If the value of the segregated securities declines,
additional cash or securities will be segregated on a daily basis so that the
value of the segregated securities will equal the amount of the Fund's
commitments with respect to such contracts. The segregated securities will be
marked-to-market on a daily basis. Although forward contracts are not presently
regulated by the Commodity Futures Trading Commission (the "CFTC"), the CFTC may
in the future assert authority to regulate these contracts. In such event, a
Fund's ability to utilize forward contracts may be restricted.

A Fund generally will not enter into a forward contract with a term greater than
one year.

Although a Fund may enter into forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while a Fund may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Fund than if
it had not engaged in any such transactions. Moreover, there may be imperfect
correlation between a Fund's portfolio holdings of securities denominated in a
particular currency and forward contracts entered into by the Fund. Such
imperfect correlation may cause a Fund to sustain losses which will prevent the
Fund from achieving a complete hedge or expose the Fund to risk of foreign
exchange loss. The Funds may, but are not required, to hedge currency risks.

Zero Coupon Funds - Special Considerations
As stated in the Prospectus, each of the Zero Coupon Funds will be primarily
invested in Stripped Government Securities. These include zero coupon securities
issued by the U.S. government and its agencies and instrumentalities, by a
variety of tax-exempt issuers such as state and local governments and their
agencies and instrumentalities and by "mixed-ownership government corporations."
Zero coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligation of comparable maturities which make current
distributions of interest (cash). As a result, the net asset value of shares of
a Fund prior to its Target Date may fluctuate over a greater range than shares
of other mutual funds investing in U.S. Treasury securities making current
distributions of interest and having similar maturities. The current net asset
value of a Fund generally will vary inversely with changes in current interest
rates.

The Zero Coupon Funds' zero coupon securities investments will include: Stripped
Treasury Securities, Stripped Government Securities, Stripped Corporate
Securities and Stripped Eurodollar Obligations, as defined in the Prospectus. A
holder will separate the interest coupons from the underlying principal (the
"corpus") of the security. A number of securities firms and banks have stripped
the interest coupons and resold them in custodial receipt programs with a number
of different names, including, in the case of stripped Treasury securities,
"Treasury Income Growth Receipts" ("TIGRS") and Certificate of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves are
held in book-entry form at the Federal Reserve Bank or, in the case of bearer
securities (i.e., unregistered securities which are owned ostensibly by the
bearer or holder thereof), in trust on behalf of the owners thereof. Counsel to
the underwriters of these certificates or other evidences of ownership of the
U.S. Treasury securities have stated that for federal tax and securities
purposes, in their opinion, purchasers of such certificates, such as the Funds,
most likely will be deemed the beneficial holders of the underlying U.S.
government securities.

The U.S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record-keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program, a
Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry record-keeping system in lieu of having to
hold certificates or other evidences of ownership of the underlying U.S.
Treasury securities. When U.S. Treasury obligations have been stripped of their
unmatured interest coupons by the holder, the stripped coupons are sold
separately or grouped with other coupons with like maturity dates and sold in
such bundled form. The principal or corpus is sold at a deep discount because
the buyer receives only the right to receive a future fixed payment on the
security and does not receive any rights to periodic interest (cash) payments.
Purchasers of stripped obligations acquire, in effect, discount obligations that
are economically identical to the zero coupon securities that the Treasury sells
itself. Other facilities are available to facilitate the transfer of ownership
of non-Treasury zero coupon securities by accounting separately for the
beneficial ownership of particular interest coupon and corpus payments on such
securities through a book-entry record-keeping system.

Under normal circumstances, each Zero Coupon Fund will invest at least 65% of
its net assets in stripped securities. For short-term or emergency purchases,
the Zero Coupon Funds may purchase interest-paying U.S. government securities
and other money market instruments. The Zero Coupon Funds may enter into
repurchase agreements with respect to securities in which the Zero Coupon Funds
invest. These interest-paying securities produce income which may be an
efficient way to provide for expenses and redemptions to make benefit or
surrender payments, among other things.

Management of Reinvestment Risk and Anticipated Growth - The Zero Coupon Funds
seek to minimize unknown reinvestment risk. Reinvestment risk arises from the
uncertainty as to the total return which will be realized from conventional
interest-paying bonds due to the fact that periodic interest (cash) will be
reinvested in the future at interest rates unknown at the time of the original
purchase. With zero coupon securities, however, there are no cash distributions
to reinvest, so owners thereof bear no unknown reinvestment risk if they hold a
zero coupon security to maturity.

For a person who makes a direct investment in a zero coupon security (rather
than through a fund which invests in such instruments) and holds it to maturity,
the return or yield to maturity is certain regardless of whether interim
reinvestment rates rise or fall. (See table below).

Total Ending Value on a $1,000 Investment
Coupon Initial Yield(Realized Yield) if Reinvestment Rates are:
- -------------------------------------------------------------------------------
Interest Maturity to Maturity 3% 5% 7% 9% 11%
- -------------------------------------------------------------------------------
7% 10 Years 7% $1,809 $1,894 $1,990 $2,098 $2,220
(6.11%) (6.60%) (7.12%) (7.69%) (8.30%)
0% 10 Years 7% $1,990 $1,990 $1,990 $1,990 $1,990
(7.12%) (7.12%) (7.12%) (7.12%) (7.12%)

These results assume semi-annual compounding. For illustration purposes only,
the table above assumes these reinvestment rates would remain constant over the
life of the bond. The actual reinvestment rates and total returns of
coupon-paying bonds will vary with changing market conditions.

Due to the nature of Stripped Government Securities, which may comprise 80% or
more of the investments of each Zero Coupon Fund, the reinvestment risk
accompanying these Funds is expected to be less than would be the case if these
Funds were entirely invested in interest (cash)-paying securities. Furthermore,
the Fund's Manager will attempt to manage reinvestment risk by maintaining each
Fund's average duration within twelve months of a Fund's Target Date.

Duration is a measure of the length of an investment which takes into account,
through present value analysis, the timing and amount of any interest payments
as well as the amount of the principal repayment. Duration is commonly used by
professional managers to help control reinvestment risk by balancing investments
with slightly longer and shorter maturities than the investment horizon of the
overall portfolio.

The investment return of a Zero Coupon Fund, if the investment is held to
maturity, will consist primarily of the amortization of discount on the
underlying securities owned by such Fund (i.e., the difference between their
purchase price and their maturity value) and will be realized on the specified
Target Date. Changes in the market value of the Fund's securities will affect
investment return should investors redeem prior to maturity, as can the skill of
the Manager in managing the Fund.

Liquidation and Distribution of Assets in Target Year - As securities in a Zero
Coupon Fund's portfolio mature or are sold throughout the Target Year, the
proceeds will be invested in Money Market Instruments. By December of that year,
substantially all of the assets of the Fund will consist of such Money Market
Instruments and other then-maturing securities. These instruments will be sold
or allowed to mature, the liabilities of the Fund will be discharged or
provision made therefor, and the net assets will be reinvested at the direction
of Contract owners in one of the other Funds of the Trust or automatically
reinvested as stated in the Prospectus. The estimated expenses of terminating
and liquidating a Fund will be accrued ratably over its Target Year. These
expenses, which are charged to income as are all expenses, are not expected to
exceed significantly the ordinary annual expenses incurred by the Fund and,
therefore, should have no significant additional effect on the maturity value of
the Fund.

Investment Methods and Risks
Common to More than One Fund

Certain types of investments and investment techniques authorized for more than
one fund, as stated in the descriptions of the individual Funds in the
Prospectus, are described below and in the Prospectus. All policies and
percentage limitations are considered at the time of purchase unless otherwise
noted. Each of the Funds will not necessarily use the strategies described to
the full extent permitted unless the Managers believe that doing so will help a
Fund reach its objectives, and not all instruments or strategies will be used at
all times.

Convertible Securities

Enhanced Convertible Securities. Consistent with their respective investment
policies, certain Funds may invest in convertible preferred stocks that offer
enhanced yield features, such as Preferred Equity Redemption Cumulative Stock
("PERCS"), which provide an investor, such as a Fund, with the opportunity to
earn higher dividend income than is available on a company's common stock. A
PERCS is a preferred stock which generally features a mandatory conversion date,
as well as a capital appreciation limit which is usually expressed in terms of a
stated price. Most PERCS expire three years from the date of issue, at which
time they are convertible into common stock of the issuer (PERCS are generally
not convertible into cash at maturity). Under a typical arrangement, if after
three years the issuer's common stock is trading at a price below that set by
the capital appreciation limit, each PERCS would convert to one share of common
stock. If, however, the issuer's common stock is trading at a price above that
set by the capital appreciation limit, the holder of the PERCS would receive
less than one full share of common stock. The amount of that fractional share of
common stock received by the PERCS holder is determined by dividing the price
set by the capital appreciation limit of the PERCS by the market price of the
issuer's common stock. PERCS can be called at any time prior to maturity, and
hence do not provide call protection. However if called early the issuer must
pay a call premium over the market price to the investor. This call premium
declines at a preset rate daily, up to the maturity date of the PERCS.

Certain Funds may also invest in other classes of enhanced convertible
securities. These include but are not limited to ACES (Automatically Convertible
Equity Securities), PEPS (Participating Equity Preferred Stock), PRIDES
(Preferred Redeemable Increased Dividend Equity Securities), SAILS (Stock
Appreciation Income Linked Securities), TECONS (Term Convertible Notes), QICS
(Quarterly Income Cumulative Securities), and DECS (Dividend Enhanced
Convertible Securities). ACES, PEPS, PRIDES, SAILS, TECONS, QICS, and DECS all
have the following features: they are issued by a company, the common stock of
which will be received in the event the convertible preferred stock is
converted; unlike PERCS, they do not have a capital appreciation limit; they
seek to provide the investor with high current income with some prospect of
future capital appreciation; they are typically issued with three to four-year
maturities; they typically have some built-in call protection for the first two
to three years; investors have the right to convert them into shares of common
stock at a preset conversion ratio or hold them until maturity, and upon
maturity they will automatically convert to either cash or a specified number of
shares of common stock.

Similarly, there may be enhanced convertible debt obligations issued by an
operating company whose common stock is to be acquired in the event the security
is converted or by a different issuer, such as an investment bank. These
securities may be identified by names such as ELKS (Equity Linked Securities) or
similar names. Typically, they share most of the salient characteristics of an
enhanced convertible preferred stock but will be ranked as senior or
subordinated debt in the issuer's corporate structure according to the terms of
the debt indenture. There may be additional types of convertible securities not
identified here which are also similar to those described above in which a Fund
may invest, consistent with its objectives and policies.

An investment in an enhanced convertible security or any other security may
involve additional risk to a Fund. A Fund may have difficulty disposing of such
securities because there may be a thin trading market for a particular security
at any given time. Reduced liquidity may have an adverse impact on market price
and a Fund's ability to dispose of particular securities, when necessary, to
meet the Fund's liquidity needs or in response to a specific economic event,
such as the deterioration in the creditworthiness of an issuer. Reduced
liquidity in the secondary market for certain securities may also make it more
difficult for a Fund to obtain market quotations based on actual trades for
purposes of valuing the Fund's portfolio. Each Fund, however, intends to acquire
liquid securities, though there can be no assurances that this will be achieved.

Synthetic Convertibles. Certain Funds may invest a portion of their assets in
"synthetic convertible" securities. A synthetic convertible is created by
combining distinct securities which together possess the two principal
characteristics of a true convertible security, i.e., fixed income and the right
to acquire the underlying equity security. This combination is achieved by
investing in nonconvertible fixed-income securities and in warrants or stock or
stock index call options which grant the holder the right to purchase a
specified quantity of securities within a specified period of time at a
specified price or to receive cash in the case of stock index options. Synthetic
convertible securities are generally not considered to be "Equity Securities"
for purposes of each Fund's investment policy regarding those securities.

Synthetic convertible securities differ from the true convertible security in
several respects. The value of a synthetic convertible is the sum of the values
of its fixed-income component and its convertibility component. Thus, the values
of a synthetic convertible and a true convertible security will respond
differently to market fluctuations. Further, although the Managers expect
normally to create synthetic convertibles whose two components represent one
issuer, the character of a synthetic convertible allows a Fund to combine
components representing distinct issuers, or to combine a fixed income security
with a call option on a stock index, when the Managers determine that such a
combination would better promote a Fund's investment objectives. In addition,
the component parts of a synthetic convertible security may be purchased
simultaneously or separately; and the holder of a synthetic convertible faces
the risk that the price of the stock, or the level of the market index
underlying the convertibility component will decline.

Illiquid Securities

The Funds reserve the right to invest up to 10% of their net assets in illiquid
securities, except that the International Smaller Companies, Mutual Discovery
and Mutual Shares Funds reserve the right to invest up to 15% in such
investments. Generally an "illiquid security" is any security that cannot be
disposed of promptly and in the ordinary course of business at approximately the
amount at which the Fund has valued the instrument. Subject to this limitation,
the Board of Trustees has authorized each Fund to invest in restricted
securities where such investment is consistent with the Fund's investment
objective and has authorized such securities to be considered to be liquid to
the extent the Fund's Manager determines that there is a liquid institutional or
other market for such securities for example, restricted securities which may be
freely transferred among qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, and for which a liquid
institutional market has developed. The Board of Trustees will review any
determination by the Fund's Managers to treat a restricted security as liquid on
a regular basis, including the Managers' assessment of current trading activity
and the availability of reliable price information. In determining whether a
restricted security is properly considered a liquid security, the Funds'
advisers and the Board of Trustees will take into account the following factors:
(i) the frequency of trades and quotes for the security; (ii) the number of
dealers willing to purchase or sell the security and the number of other
potential purchasers; (iii) dealer undertakings to make a market in the
security; and (iv) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of transfer). To the extent a Fund invests
in restricted securities that are deemed liquid, the general level of
illiquidity in the applicable Fund may be increased if qualified institutional
buyers become uninterested in purchasing these securities or the market for
these securities contracts.

Interest Rate Swaps

Certain of the Funds may also participate in interest rate swaps. An interest
rate swap is the transfer between two counterparties of interest rate
obligations, one of which has an interest rate fixed to maturity while the other
has an interest rate that changes in accordance with changes in a designated
benchmark (e.g., LIBOR, prime, commercial paper, or other benchmarks). The
obligations to make repayment of principal on the underlying securities are not
exchanged. Such transactions generally require the participation of an
intermediary, frequently a bank. The entity holding the fixed-rate obligation
will transfer the obligation to the intermediary, and such entity will then be
obligated to pay to the intermediary a floating rate of interest, generally
including a fractional percentage as a commission for the intermediary. The
intermediary also makes arrangements with a second entity which has a
floating-rate obligation which substantially mirrors the obligation desired by
the first party. In return for assuming a fixed obligation, the second entity
will pay the intermediary all sums that the intermediary pays on behalf of the
first entity, plus an arrangement fee and other agreed upon fees. Interest rate
swaps are generally entered into to permit the party seeking a floating rate
obligation the opportunity to acquire such obligation at a lower rate than is
directly available in the credit market, while permitting the party desiring a
fixed-rate obligation the opportunity to acquire such a fixed-rate obligation,
also frequently at a price lower than is available in the capital markets. The
success of such a transaction depends in large part on the availability of
fixed-rate obligations at a low enough coupon rate to cover the cost involved.

Inverse Floaters

These are instruments with floating or variable interest rates that move in the
opposite direction, usually at an accelerated speed, to short-term interest
rates or interest rate indices. As with other mortgage-backed securities,
interest rate declines may result in accelerated prepayment of mortgages and the
proceeds from such prepayment must be reinvested at lower prevailing interest
rates. During periods of extreme fluctuations in interest rates, the resulting
fluctuation could affect the net asset value of a Fund in proportion to the
Fund's investment in inverse floaters. An accelerated decline in interest rates
creates a higher degree of volatility and risk.

Mortgage and Asset-Backed Securities

This section contains additional information about adjustable rate mortgage
securities ("ARMS"), collateralized mortgage obligations ("CMOs"), which may
have "caps and floors" and "resets," asset-backed securities, and stripped
mortgage-backed securities.

Adjustable Rate Mortgage Securities ("ARMS"). ARMS are pass-through mortgage
securities which are collateralized by mortgages with adjustable rather than
fixed interest rates. The ARMS in which the Funds invest are issued primarily by
the Government National Mortgage Association ("GNMA"), the Federal National
Mortgage Association ("FNMA"), and the Federal Home Loan Mortgage Corporation
("FHLMC"), and are actively traded in the secondary market. The underlying
mortgages which collateralize ARMS issued by GNMA are fully guaranteed by the
Federal Housing Administration ("FHA") or the Veterans Administration ("VA"),
while those collateralizing ARMS issued by FHLMC or FNMA are typically
conventional residential mortgages conforming to standard underwriting size and
maturity constraints.

Unlike fixed-rate mortgages, which generally decline in value during periods of
rising interest rates, adjustable rate mortgage securities may allow a Fund to
participate in increases in interest rates through periodic adjustments in the
coupon rates of the underlying mortgages, resulting in both higher current
yields and lower price fluctuations. Furthermore, if prepayments of principal
are made on the underlying mortgages during periods of rising interest rates, a
Fund generally will be able to reinvest such amounts in securities with a higher
current rate of return. A Fund will not, however, benefit from increases in
interest rates to the extent that interest rates rise to the point where they
cause the current coupon of adjustable rate mortgages held as investments to
exceed the maximum allowable annual or lifetime reset limits (or "cap rates")
for a particular mortgage.

The adjustable interest rate feature of the underlying mortgages generally will
act as a buffer to reduce sharp changes in the ARMS value in response to normal
interest rate fluctuations. As the coupon rates on the mortgages underlying the
ARMS are reset periodically, yields of portfolio securities will gradually align
themselves to reflect changes in market rates and should cause the ARMS' values
to fluctuate less dramatically than those of more traditional long-term,
fixed-rate debt obligations. During periods of rising interest rates, however,
changes in the coupon rate lag behind changes in the market rate, resulting in
lower ARMS values until the coupon resets to market rates. Since most mortgage
securities in the Funds' portfolio will generally have annual reset caps of 100
to 200 basis points, fluctuation in interest rates above these levels could
cause such mortgage securities to "cap out" and to behave more like long-term,
fixed-rate debt obligations.

ARMS differ from conventional bonds in that principal is paid back over the life
of the ARMS rather than at maturity. As a result, the holder of the ARMS
receives monthly scheduled payments of principal and interest, and may receive
unscheduled principal payments representing prepayments on the underlying
mortgages. When the holder reinvests the payments and any unscheduled
prepayments of principal it receives, it may receive a rate of interest which is
lower than the rate on the existing ARMS. For this reason, ARMS may be less
effective than other types of U.S. Government Securities as a means of "locking
in" long-term interest rates.

Collateralized Mortgage Obligations ("CMOs"). CMOs, considered derivative or
complex securities, are securities collateralized by pools of mortgage loans
created by commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers, and other issuers in the U.S. Timely
payment of interest and principal (but not the market value) of these pools is
supported by various forms of insurance or guarantees issued by U.S. Government
agencies, private issuers, and mortgage poolers; however, the obligation itself
is not guaranteed. If the collateral securing the obligations is insufficient to
make payment on the obligation, a holder could sustain a loss. In addition, a
Fund may buy CMOs without insurance or guarantees if, in the opinion of the
Managers, the sponsor is creditworthy. The ratings of the CMOs will be
consistent with the ratings criteria of the Fund. Prepayments of the mortgages
included in the mortgage pool may influence the yield of the CMO. Prepayments
usually increase when interest rates are decreasing, thereby decreasing the life
of the pool. Reinvestment of prepayments may be at a lower rate than that on the
original CMO. As a result, the value of CMOs decrease like other debt
obligations when interest rates rise, but when interest rates decline, they may
not increase as much as other debt obligations, due to the prepayment feature.

Resets. The interest rates paid on ARMS and CMOs generally are readjusted at
intervals of one year or less to an increment over some predetermined interest
rate index. There are several main categories of indices: those based on U.S.
Treasury securities, those based on the London Interbank Offer Rate ("LIBOR"),
and those derived from a calculated measure such as a cost of funds index or a
moving average of mortgage rates.

Caps and Floors. The underlying mortgages which collateralize ARMS and CMOs will
frequently have caps and floors which limit the maximum amount by which the loan
rate to the residential borrower may change up or down (1) per reset or
adjustment interval and (2) over the life of the loan. Some residential mortgage
loans restrict periodic adjustments by limiting changes in the borrower's
monthly principal and interest payments rather than limiting interest rate
changes. These payment caps may result in negative amortization (that is, an
increase in the principal due). In periods of rising interest rates, certain
coupons may be temporarily "capped out" resulting in declines in the prices of
those securities and, therefore, a negative effect on share price. Conversely,
in periods of declining interest rates, certain coupons may be temporarily
"floored out" resulting in an increase in the prices of those securities and
therefore, a positive effect on a Fund's share price.

Asset-Backed Securities. Asset-backed securities represent participation in, or
are secured by and payable from, assets such as motor vehicle installment sale
contracts, installment loan contracts, leases of various types of real and
personal property, receivables from revolving credit (credit card) agreements
and other categories of receivables. Such securities are generally issued by
trusts and special purpose corporations.

Like mortgage-backed securities, asset-backed securities are often subject to
more rapid repayment than their stated maturity dates would indicate as a result
of the pass-through of prepayments of principal on the underlying loans. During
periods of declining interest rates, prepayment of loans underlying asset-backed
securities can be expected to accelerate, and thus impair a Fund's ability to
reinvest the returns of principal at comparable yields. Accordingly, the market
values of such securities will vary with changes in market interest rates
generally and in yield differentials among various kinds of U.S. Government
Securities and mortgage-backed and asset-backed securities. Asset-backed
securities present certain additional risks that are not presented by
mortgage-backed securities because asset-backed securities generally do not have
the benefit of a security interest in collateral that is comparable to mortgage
assets. There is the possibility that, in some cases, recoveries on repossessed
collateral may not be available to support payments on these securities.

Stripped Mortgage-Backed Securities. Stripped mortgage securities are derivative
multiclass mortgage securities. Stripped mortgage securities may be issued by
agencies or instrumentalities of the U.S. government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. Stripped mortgage securities have greater market
volatility than other types of mortgage securities in which a Fund may invest.

Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yield to
maturity on an IO class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on a Fund's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Fund may fail to fully recoup its initial investment
in these securities even if the securities are rated in the highest rating
categories, AAA or Aaa, by S&P or Moody's, respectively.

Stripped mortgage securities are purchased and sold by institutional investors,
such as the Funds, through several investment banking firms acting as brokers or
dealers. As these securities were only recently developed, traditional trading
markets have not yet been established for all such securities. Accordingly, some
of these securities may generally be illiquid. The staff of the SEC (the
"Staff") has indicated that only government-issued IO or PO securities which are
backed by fixed-rate mortgages may be deemed to be liquid, if procedures with
respect to determining liquidity are established by a fund's board. The Board of
Trustees may, in the future, adopt procedures which would permit a Fund to
acquire, hold, and treat as liquid government-issued IO and PO securities. At
the present time, however, all such securities will continue to be treated as
illiquid and will, together with any other illiquid investments, not exceed 10%
of a Fund's net assets. Such position may be changed in the future, without
notice to shareholders, in response to the Staff's continued reassessment of
this matter as well as to changing market conditions.

Municipal Securities

Municipal securities are debt obligations issued by local and state governments
that provide interest income which can be either taxable or tax exempt.
Municipal securities include both municipal bonds (those securities with
maturities of five years or more) and municipal notes (those with maturities of
less than five years). Generally, municipal securities are used to raise money
for various public purposes such as constructing public facilities and making
loans to public institutions. Taxable municipal bonds are generally issued to
provide funding for privately operated facilities. Municipal notes are issued to
meet the short-term funding requirements of local, regional, and state
governments. General obligation municipal securities are secured by the issuer's
pledge of full faith, credit and taxing power. Revenue or special tax bonds are
payable from the revenues derived from a particular facility or, in some cases,
from a special excise or other tax, but not from general tax revenue.

Options and Futures

Certain Funds, as described in the Trust's Prospectus, may write covered put or
call options, purchase put and call options, or engage in futures transactions.

Writing Options. All options written by a Fund will be "covered." Call options
written by a Fund give the holder the right to buy the underlying securities
from the Fund at a stated exercise price. Put options written by a Fund give the
holder the right to sell the underlying security to the Fund at a stated
exercise price.

A call option written by a Fund is "covered" if that Fund owns the underlying
security covered by the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if a Fund holds a call on the same security and in the same principal
amount as the call written where the exercise price of the call held (a) is
equal to or less than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is maintained by a
Fund in cash and high grade debt obligations in a segregated account with its
custodian.

A put option written by a Fund is "covered" if the Fund segregates cash and
liquid securities, as permitted by applicable regulations, with a value equal to
the exercise price with its custodian, or else holds a put on the same security
and in the same principal amount as the put written where the exercise price of
the put held is equal to or greater than the exercise price of the put written.
The premium paid by the purchaser of an option will reflect, among other things,
the relationship of the exercise price to the market price and volatility of the
underlying security, the remaining term of the option, supply and demand, and
interest rates.

The writing of covered put options involves certain risks. For example, if the
market price of the underlying security rises or otherwise is above the exercise
price, the put option will expire worthless and the Fund's gain will be limited
to the premium received. If the market price of the underlying security declines
or otherwise is below the exercise price, a Fund may attempt to close the
position or take delivery of the security at the exercise price, and the Fund's
return will be the premium received from the put options minus the amount by
which the market price of the security is below the exercise price.

The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the purchase is that
the writer's position will be canceled by the clearing corporation. However, a
writer may not effect a closing purchase transaction after being notified of the
exercise of an option. Likewise, an investor who is the holder of an option may
liquidate its position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option previously
purchased. If a secondary market does not exist, it might not be possible to
effect closing sale transactions in particular options held by a Fund, with the
result that the Fund would have to exercise the options in order to realize any
profit. The premium which a Fund will pay in executing a closing purchase
transaction may be higher or lower than the premium it received when writing the
option, depending in large part upon the relative price of the underlying
security at the time of each transaction. If a Fund is unable to effect a
closing purchase transaction with respect to options it has written in a
secondary market, it will not be able to sell the underlying security or other
asset covering the option until the option expires or it delivers the underlying
security or asset upon exercise.

Purchasing Options. Put options on particular securities may be purchased to
protect against a decline in the market value of the underlying security below
the exercise price less the premium paid for the option. A put option gives the
holder the right to sell the underlying security at the option exercise price at
any time during the option period. The ability to purchase put options will
allow a Fund to protect the unrealized gain in an appreciated security in its
portfolio without actually selling the security. In addition, a Fund will
continue to receive interest or dividend income on the security. A Fund may sell
a put option which it has previously purchased prior to the sale of the
securities underlying such option. Such sales will result in a net gain or loss,
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid for the put option that is sold. Such
gain or loss may be wholly or partially offset by a change in the value of the
underlying security which the Fund owns or has the right to acquire.

Call options on securities may be purchased to limit the risk of a substantial
increase in the market price of such security. A Fund may also purchase call
options on securities held in its portfolio and on which it has written a call
option. A call option gives the holder the right to buy the underlying
securities from the option writer at a stated exercise price. Prior to its
expiration, a call option may be sold in a closing sale transaction. Profit or
loss from such a sale will depend on whether the amount received is more or less
than the premium paid for the call option plus the related transaction costs.
When a Fund writes a call option on one of its portfolio securities and the
underlying securities do not reach a price level which would make the exercise
of the option profitable to the holder of the option, the option will generally
expire without being exercised. However, if the underlying securities rise in
price and the option is exercised, the Fund will not participate in any increase
in the price of the underlying securities beyond the exercise price of the
option.

Options on Stock Indices. Call and put options on stock indices may be purchased
and written to hedge against the risk of market or industry-wide stock price
fluctuations or to increase income to the Fund. Call and put options on stock
indices are similar to options on securities except that, rather than the right
to purchase or sell particular securities at a specified price, options on a
stock index give the holder the right to receive, upon exercise of the option,
an amount of cash if the closing level of the underlying stock index is greater
than (or less than, in the case of puts) the exercise price of the option. This
amount of cash is equal to the difference between the closing price of the index
and the exercise price of the option, expressed in dollars multiplied by a
specified number. Thus, unlike options on individual securities, all settlements
are in cash, and gain or loss depends on price movements in the stock market
generally (or in a particular industry or segment of the market) rather than
price movements in individual securities. When a Fund writes an option on a
stock index, it will segregate cash or liquid securities, as permitted by
applicable regulations, with its custodian in an amount at least equal to the
market value of the option and will continue this segregation while the option
is open or will otherwise cover the transaction.

Combining Option Transactions. Certain Funds may also (i) buy puts and write
calls on the same portfolio security in "forward conversion" transactions; (ii)
engage in "spread" transactions in which a Fund purchases and writes a put or
call option on the same security with the options having different exercise
prices and/or expiration dates; (iii) engage in "straddles" in which the Fund
may purchase or write combinations of put and call options on the same security;
and (iv) purchase a security and then write a call option against that security
in a "buy-and-write" transaction. Spread and straddle transactions may involve a
limited degree of investment leverage, and a Fund will not engage in spreads or
straddles if, as a result, more than 5% of its net assets will be invested in
such option transactions.

Special Risks Associated With Options. Options on securities traded on national
securities exchanges are within the jurisdiction of the SEC, as are other
securities traded on such exchanges. As a result, many of the protections
provided to traders on organized exchanges will be available with respect to
such transactions. In particular, all option positions entered into on a
national securities exchange are cleared and guaranteed by the Options Clearing
Corporation, thereby reducing the risk of counterparty default. Further, a
liquid secondary market in options traded on a national securities exchange may
be more readily available than in the over-the-counter market, potentially
permitting a Fund to liquidate open positions at a profit prior to exercise or
expiration, or to limit losses in the event of adverse market movements.
Over-the-counter options and the assets used to cover such options will be
considered illiquid securities and will not, together with any other illiquid
securities, exceed 10% of a Fund's net assets.

An exchange traded options position may be closed out only on an options
exchange which provides a secondary market for an option of the same series.
Although a Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option, or
at any particular time. For some options, no secondary market on an exchange may
exist. In such event, it might not be possible to effect closing transactions in
particular options, with the result that a Fund would have to exercise its
options in order to realize any profit and would incur transaction costs upon
the sale of underlying securities pursuant to the exercise of put options. If a
Fund as a covered call option writer is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
currency (or security denominated in that currency) until the option expires or
it delivers the underlying currency upon exercise. There is no assurance that
higher than anticipated trading activity or other unforeseen events might not,
at times, render certain of the facilities of the Options Clearing Corporation
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.

Options on securities may be traded over-the-counter. In an over-the-counter
trading environment, many of the protections afforded to exchange participants
will not be available. For example, there are no daily price fluctuation limits,
and adverse market movements could therefore continue to an unlimited extent
over a period of time. The Fund, when it is the purchaser of an option, is at
risk only to the full extent of the premium it has paid for the option. The
Fund, when it is the writer of an option, is at risk for the difference between
the price at which the option is exercisable and the market price of the
underlying security, minus the amount of the premium received.

The amount of the premiums which a Fund may pay or receive may be adversely
affected as new or existing institutions, including other investment companies,
engage in or increase their option purchasing and writing activities.

The risks of transactions in options on foreign exchanges are similar to the
risks of investing in foreign securities. In addition, a foreign exchange may
impose different exercise and settlement terms and procedures and margin
requirements than a U.S. exchange.

Futures Contracts. Certain of the Funds may enter into contracts for the
purchase or sale for future delivery of debt securities or currency ("futures
contracts"), or may purchase and sell financial futures contracts. As long as
required by regulatory authorities, each Fund will limit its use of futures
contracts to hedging transactions in order to avoid being a commodity pool. A
"sale" of a futures contract means the acquisition and assumption of a
contractual right and obligation to deliver the securities or currency called
for by the contract at a specified price on a specified settlement date. A
"purchase" of a futures contract means the acquisition and assumption of a
contractual right and obligation to acquire the securities or currency called
for by the contract at a specified price on a specified date. U.S. futures
contracts have been designed by exchanges which have been designated "contract
markets" by the CFTC and must be executed through a futures commission merchant
or brokerage firm, which is a member of the relevant contract market. Existing
contract markets for futures contracts on debt securities include the Chicago
Board of Trade, the New York Cotton Exchange, the Mid-America Commodity Exchange
(the "MCE"), and International Money Market of the Chicago Mercantile Exchange
(the "IMM"). Existing contract markets for futures contracts on currency include
the MCE, the IMM and the London International Financial Futures Exchange.
Futures contracts trade on these markets, and, through their clearing
corporations, the exchanges guarantee performance of the contracts as between
the clearing members of the exchange. A Fund may enter into futures contracts
which are based on foreign currencies, interest rates, or on debt securities
that are backed by the full faith and credit of the U.S. government, such as
long-term U.S. Treasury bonds, Treasury notes, Government National Mortgage
Association modified pass-through mortgage-backed securities, and three-month
U.S. Treasury bills. A Fund may also enter into futures contracts which are
based on corporate securities and non-U.S. government debt securities, but such
futures contracts are not currently available.

At the time a futures contract is purchased or sold, the Fund must deposit cash
or securities in a segregated account ("initial deposit") with the Fund's
custodian. It is expected that the initial deposit would be approximately 1% to
5% of a contract's face value. Thereafter, the futures contract is valued daily
and the payment of "variation margin" may be required since each day the Fund
would pay or receive cash that reflects any decline or increase in the
contract's value.

At the time of delivery of securities on the settlement date of a contract,
adjustments are made to recognize differences in value arising from the delivery
of securities with a different interest rate from that specified in the
contract. In some (but not many) cases, securities called for by a futures
contract may not have been issued when the contract was written.

Although futures contracts by their terms call for the actual delivery or
acquisition of currency or securities, in most cases the contractual obligation
is terminated before the settlement date of the contract without having to make
or take delivery of the securities. The termination of a contractual obligation
is accomplished by buying (or selling, as the case may be) on a commodities
exchange an identical offsetting futures contract calling for delivery in the
same month. Such a transaction, which is effected through a member of an
exchange, cancels the obligation to make or take delivery of the underlying
currency or security. Since all transactions in the futures market are made,
offset or fulfilled through a clearing house associated with the exchange on
which the contracts are traded, the Funds will incur brokerage fees when they
purchase or sell futures contracts.

The purpose of the purchase or sale of a futures contract by the Funds is to
attempt to protect the Funds from fluctuations in interest or currency exchange
rates without actually buying or selling long-term, fixed-income securities or
currency. For example, if a Fund owns long-term bonds and interest rates were
expected to increase, such Fund might enter into futures contracts for the sale
of debt securities. Such a sale would have much the same effect as selling an
equivalent value of the long-term bonds owned by a Fund. If interest rates did
increase, the value of the debt securities owned by a Fund would decline, but
the value of the futures contracts to such Fund would increase at approximately
the same rate, thereby keeping the net asset value of the Fund from declining as
much as it otherwise would have. A Fund could accomplish similar results by
selling bonds with long maturities and investing in bonds with short maturities
when interest rates are expected to increase. However, since the futures market
is often more liquid than the cash (securities) market, the use of futures
contracts as an investment technique allows a Fund to maintain a defensive
position without having to sell its portfolio securities. Similarly, if a Fund
expects that a foreign currency in which its securities are denominated will
decline in value against the U.S. dollar, the Fund may sell futures contracts on
that currency. If the foreign currency does decline in value, the decrease in
value of the security denominated in that currency will be offset by an increase
in the value of the Fund's futures position.

Alternatively, when it is expected that interest rates may decline, futures
contracts may be purchased in an attempt to hedge against the anticipated
purchase of long-term bonds at higher prices. Since the fluctuations in the
value of futures contracts should be similar to that of long-term bonds, the
Fund could take advantage of the anticipated rise in the value of long-term
bonds without actually buying them until the market had stabilized. At that
time, the futures contracts could be liquidated and such Fund could then buy
long-term bonds on the cash (securities) market. Similarly, if a Fund intends to
acquire a security or other asset denominated in a currency that is expected to
appreciate against the U.S. dollar, the Fund may purchase futures contracts on
that currency. If the value of the foreign currency does appreciate, the
increase in the value of the futures position will offset the increased U.S.
dollar cost of acquiring the asset denominated in that currency. To the extent a
Fund enters into futures contracts for this purpose, the assets in the
segregated asset account maintained to cover the Fund's purchase obligations
with respect to such futures contracts will consist of cash, cash equivalents or
high quality debt securities from its portfolio in an amount equal to the
difference between the fluctuating market value of such futures contracts and
the aggregate value of the initial and variation margin payments made by the
Fund with respect to such futures contracts.

The ordinary spreads between prices in the cash (securities or foreign currency)
and futures markets, due to differences in the natures of those markets, are
subject to distortions. First, all participants in the futures markets are
subject to initial deposit and variation margin requirements. Rather than
meeting additional variation margin requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the cash (securities or foreign currency) and futures
markets. Second, the liquidity of the futures market depends on participants
entering into offsetting transactions rather than making or taking delivery. To
the extent participants decide to make or take delivery, liquidity in the
futures market could be reduced, thus causing distortions. Due to the
possibility of such distortion, a correct forecast of general interest rate
trends by the Manager may still not result in a successful hedging transaction.

In addition, futures contracts entail certain risks. Although the Managers
believe that the use of such contracts will benefit a Fund, if the Manager's
investment judgment about the general direction of interest or currency exchange
rates is incorrect, a Fund's overall performance would be poorer than if it had
not entered into any such contract. For example, if the Fund has hedged against
the possibility of an increase in interest rates which would adversely affect
the price of bonds held in its portfolio and interest rates decrease instead,
the Fund will lose part or all of the benefit of the increased value of its
bonds which it has hedged because it will have offsetting losses in its futures
positions. Similarly, if a Fund sells a foreign currency futures contract and
the U.S. dollar value of the currency unexpectedly increases, the Fund will lose
the beneficial effect of such increase on the value of the security denominated
in that currency. In addition, in such situations, if the Fund has insufficient
cash, it may have to sell bonds from its portfolio to meet daily variation
margin requirements. Such sales of bonds may be, but will not necessarily be, at
increased prices which reflect the rising market. Such Fund may have to sell
securities at a time when it may be disadvantageous to do so.

Options on Futures Contracts. Certain of the Funds are permitted to purchase and
write options on futures contracts for hedging purposes only. The purchase of a
call option on a futures contract is similar in some respects to the purchase of
a call option on an individual security or currency. Depending on the pricing of
the option compared to either the price of the futures contract upon which it is
based or the price of the underlying debt securities or currency, it may or may
not be less risky than direct ownership of the futures contract of the
underlying debt securities or currency. As with the purchase of futures
contracts, when the Fund is not fully invested, it may purchase a call option on
a futures contract to hedge against a market advance due to declining interest
rates or appreciation in the value of a foreign currency against the U.S.
dollar.

If a Fund writes a call option on a futures contract and the futures price at
expiration of the option is below the exercise price, the Fund will retain the
full amount of the option premium, which may provide a partial hedge against any
decline that may have occurred in the value of the Fund's portfolio holdings. If
the futures price at expiration of the option is higher than the exercise price,
such Fund will retain the full amount of the option premium, which may provide a
partial hedge against any increase in the price of securities which the Fund
intends to purchase. If a put or call option a Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the premium it
received. Depending on the degree of correlation between changes in the value of
its portfolio securities and changes in the value of its futures positions, a
Fund's losses from existing options on futures may to some extent be reduced or
increased by changes in the value of its portfolio securities.

The amount of risk a Fund assumes when it purchases an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased. A
Fund will purchase a put option on a futures contract only to hedge the Fund's
portfolio against the risk of rising interest rates or the decline in the value
of securities denominated in a foreign currency.

A Fund's ability to engage in the options and futures strategies described above
will depend on the availability of liquid markets in such instruments. Markets
in options and futures are relatively new and still developing, and it is
impossible to predict the amount of trading interest that may exist in various
types of options or futures. Therefore, no assurance can be given that the Fund
will be able to utilize these instruments effectively for the purposes set forth
above. Furthermore, a Fund's ability to engage in options and futures
transactions may be limited by tax considerations.

A Fund will engage in transactions in future contracts and related options only
to the extent such transactions are consistent with the requirements of the Code
for maintaining its qualification as a regulated investment company for federal
income tax purposes (see "Tax Considerations" in the Prospectus).

A Fund investing in such investments may not purchase or sell futures contracts
or purchase or sell related options, except for closing purchase or sale
transactions, if immediately thereafter the sum of the amount of margin deposits
on a Fund's outstanding futures and related options positions and the amount of
premiums paid for outstanding options on futures would exceed 5% of the market
value of the Fund's total assets. These transactions involve brokerage costs,
require margin deposits and, in the case of contracts and options obligating a
Fund to purchase securities or currencies, require the Fund to segregate assets
to cover such contracts and options.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the Fund than if it had not
entered into any futures contracts or options transactions. In the event of an
imperfect correlation between a futures position and portfolio position which is
intended to be protected, the desired protection may not be obtained and the
Fund may be exposed to risk of loss.

Perfect correlation between a Fund's futures positions and portfolio positions
may be difficult to achieve because no futures contracts based on corporate
fixed-income securities are currently available. In addition, it is not possible
to hedge fully or perfectly against currency fluctuations affecting the value of
securities denominated in foreign currencies because the value of such
securities is likely to fluctuate as a result of independent factors not related
to currency fluctuations.

Financial Futures Contracts. A Fund permitted to do so under its investment
policies may, for bona fide hedging purposes or for other appropriate risk
management purposes permitted under regulations promulgated by the Commodity
Futures Trading Commission ("CFTC"), purchase or sell futures contracts on
interest rates, financial indices, currencies and stock indices, and U.S.
government securities, and may purchase and write on a covered basis put and
call options on futures contracts. Investment decisions relating to futures
contracts and options thereon will be based upon, among other considerations,
the composition of a Fund's portfolio and the Managers' expectations concerning
interest rates and the currency and securities markets. In addition, for hedging
purposes or to increase income to a Fund, the Fund may purchase put and call
options and write covered put and call options on securities, currencies and
securities indices traded on U.S. exchanges and, to the extent permitted by law,
foreign exchanges, as well as over-the-counter.

For bona fide hedging purposes or for other appropriate risk management purposes
pursuant to the Commodity Exchange Act, as amended, and the rules promulgated
thereunder by the CFTC, a Fund may enter into contracts for the purchase or sale
for future delivery of U.S. Treasury or foreign securities. Each Fund may
similarly enter into futures contracts based upon financial indices. A Fund may
enter into financial futures contracts, stock index futures contracts, foreign
currency futures contracts and options on any of the foregoing. These futures
contracts are referred to collectively as "financial futures." Financial futures
are commodity contracts that obligate the long or short holder to take or make
delivery of a specified quantity of a financial instrument, such as U.S.
Treasury or other securities or foreign currencies, or the cash value of a
securities index during a specified future period at a specified price. A "sale"
of these types of futures contracts means the acquisition of a contractual
obligation to deliver the securities or the cash value of the index called for
by the contract at a specified price on a specified date. A "purchase" of these
types of futures contracts means the acquisition of a contractual obligation to
acquire the securities or the cash value of the index called for by the contract
at a specified price on a specified date.

At the same time a futures contract is purchased or sold, a Fund must allocate
cash or securities as a deposit payment ("initial deposit"). The futures
contract is valued daily thereafter and the payment of some amount of "variation
margin" may be required, reflecting any decline or increase in the contract's
value.

To the extent a Fund enters into contracts for the purchase or sale for future
delivery of financial futures and to the extent required by SEC rules, it will
maintain, with its custodian bank, assets in a segregated account to cover its
obligations with respect to such contracts. These assets will consist of cash,
cash equivalents or high quality debt obligations from the Fund's portfolio, in
an amount equal to the difference between the fluctuating market value of such
futures contracts and the aggregate value of the initial and variation margin
payments made by the Fund with respect to such futures contracts.

Interest Rate Futures Contracts. Certain Funds may purchase and sell interest
rate futures contracts and options thereon traded on domestic exchanges and, to
the extent such contracts have been approved by the CFTC for sale to customers
in the U.S., on foreign exchanges.

A Fund may enter into interest rate futures contracts in order to protect its
portfolio securities from fluctuations in interest rates without necessarily
buying or selling the underlying fixed-income securities. For example, if a Fund
owns bonds, and interest rates are expected to increase, it might sell futures
contracts on debt obligations having characteristics similar to those held in
the portfolio. Such a sale would have much the same effect as selling an
equivalent value of the bonds owned by the Fund. If interest rates did increase,
the value of the debt obligations in the portfolio would decline, but the value
of the futures contracts to the Funds would increase at approximately the same
rate, thereby keeping the net asset value of the Fund from declining as much as
it otherwise would have. A Fund could accomplish similar results by selling
bonds with longer maturities and investing in bonds with shorter maturities when
interest rates are expected to increase. However, since the futures market may
be more liquid than the cash market, the use of futures contracts as a risk
management technique allows a Fund to maintain a defensive position without
having to sell its portfolio securities.

Similarly, when it is expected that interest rates may decline, a Fund may
purchase interest rate futures contracts in an attempt to hedge against having
to make future anticipated purchases of bonds at the higher prices expected to
prevail in the future. Since the fluctuations in the value of appropriately
selected futures contracts should be similar to that of the bonds that will be
purchased, the Fund could take advantage of the anticipated rise in the cost of
the bonds without actually buying them until the market had stabilized. At that
time, the Fund could make the intended purchase of the bonds in the cash market
and the futures contracts could be liquidated.

Options on Interest Rate Futures Contracts. A Fund may also purchase call and
put options and write covered call and put options on interest rate futures
contracts traded on domestic exchanges and, to the extent such contracts have
been approved by the CFTC for sale to customers in the U.S., on foreign
exchanges to hedge against risks associated with shifts in interest rates and
may enter into closing transactions with respect to such options.

Stock Index Futures Contracts. Certain Funds may purchase and sell stock index
futures contracts and options on stock index futures contracts traded on
domestic exchanges and, to the extent such contracts have been approved by the
CFTC for sale to customers in the U.S., on foreign exchanges. A stock index
futures contract obligates the seller to deliver (and the purchaser to take) an
amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last trading day of the
contract and the price at which the agreement is made. Open futures contracts
are valued on a daily basis and a Fund may be obligated to provide or receive
cash reflecting any decline or increase in the contract's value. No physical
delivery of the underlying stocks in the index is made in the future.

A Fund may sell stock index futures contracts in anticipation of or during a
market decline in an attempt to offset the decrease in market value of its
securities that might otherwise result. When a Fund is not fully invested in
stocks and anticipates a significant market advance, it may purchase stock index
futures in order to gain rapid market exposure that may offset increases in the
cost of common stocks that it intends to purchase.

Options on Stock Index Futures Contracts. Call and put options on stock index
futures may be purchased or sold to hedge against risks of market-side price
movements. Such options may be traded on domestic exchanges and, to the extent
such contracts have been approved by the CFTC for sale to customers in the U.S.,
on foreign exchanges. The need to hedge against such risks will depend on the
extent of diversification of a Fund's common stock portfolio and the sensitivity
of such investments to factors influencing the stock market as a whole.

Risks in Investing in Options and Futures Contracts and Related Options. The
purchase and sale of futures contracts and options thereon, as well as the
purchase and writing of options on securities and securities indices and
currencies, involve risks different from those involved with direct investments
in securities. A liquid secondary market for any futures or options contract may
not be available when a futures or options position is sought to be closed and
the inability to close such positions could leave an adverse impact on a Fund's
ability to effectively hedge its securities on foreign currency exposure. In
addition, there may be an imperfect correlation between movements in the
securities or foreign currency on which the futures or options contract is based
and movements in the securities or currency in the Fund's portfolio. Successful
use of futures or options contracts is further dependent on the Managers'
ability to correctly predict movements in the securities or foreign currency
markets and no assurance can be given that its judgment will be correct.
Successful use of options on securities or stock indices is subject to similar
risk considerations. In addition, by writing covered call options, the Fund
gives up the opportunity, while the option is in effect, to profit from any
price increase in the underlying security above the option exercise price.

While utilization of options, futures contracts and similar instruments may be
advantageous to the Funds, if the Managers are not successful in employing such
instruments in managing each Fund's investments, each Fund's performance will be
worse than if they did not employ such strategies. In addition, each Fund will
pay commissions and other costs in connection with such investments, which may
increase each Fund's expenses and reduce its return. In writing options on
futures, each Fund's loss is potentially unlimited and may exceed the amount of
the premium received.

The risk of loss in trading foreign futures contracts and foreign options can be
substantial. Investors should be aware of the following: (i) participation in
foreign futures contracts and foreign options transactions involves the
execution and clearing of trades on, or subject to, the rules of a foreign board
of trade; and (ii) applicable foreign law which will vary, depending on where
the foreign futures or options transaction occurs. For these reasons, a Fund
might not be afforded certain of the protective measures provided by the
Commodity Exchange Act, the CFTC's regulations and the rules of the National
Futures Association and any domestic exchange. In addition, the price of any
foreign futures or foreign options contract and, therefore, the potential profit
and loss thereon, may be affected by any variance in the foreign exchange rate
between the time a particular order is placed and the time it is liquidated,
offset or exercised.

In certain cases the options and futures markets provide investment or risk
management opportunities that are not available from direct investments in
securities. In addition, some strategies can be performed more effectively and
at lower cost by utilizing the options and futures markets rather than
purchasing or selling portfolio securities. However, there are risks involved in
these transactions as discussed above.

Any Fund's investment in options, futures contracts, forward contracts, options
on futures contracts or stock indices, and foreign currencies and securities may
be limited by the requirements of the Code for qualification as a regulated
investment company. These securities require the application of complex and
special rules and elections, more information about which is included below
under "Additional Information Regarding Taxation." Portfolio Turnover Because
the investment outlook of the type of securities which each Fund may purchase
may change as a result of unexpected developments in national or international
securities markets, or in economic, monetary or political relationships, a
Fund's Manager will consider the economic effect of portfolio turnover but
generally not treat portfolio turnover as a limiting factor in making investment
decisions. Investment decisions affecting turnover may include changes in
investment strategies or nonfundamental investment policies, including changes
in management personnel, as well as individual portfolio transactions.

Moreover, turnover may be increased by certain factors wholly outside the
control of the Managers. For example, during periods of rapidly declining
interest rates, such as the U.S. experienced in 1991 through 1993, the rate of
mortgage prepayments may increase rapidly, resulting in the return of principal
to funds which invest in mortgage securities, thus increasing "sales" of
portfolio securities. Similarly, the rate of bond calls by issuers of
fixed-income securities may increase as interest rates decline, thereby forcing
the "sale" of called bonds by funds which invest in fixed-income securities and
subsequent purchase of replacement investments. In other periods, increased
merger and acquisition activity, or increased rates of bankruptcy or default,
may create involuntary transactions for funds which hold affected stocks and
bonds, especially high-yield bonds. Global or international fixed income
securities funds may have higher turnover rates because of maturing debt
securities, rebalancing of the portfolio to keep interest rate risk at desired
levels and the rebalancing of the portfolio to keep country allocations at
desired levels; if the Manager's allocation target changes, additional turnover
may result.

In addition, redemptions or exchanges by investors may require the liquidation
of portfolio securities. Changes in particular portfolio holdings may be made
whenever it is considered that a security is no longer the most appropriate
investment for a Fund, or that another security appears to have a relatively
greater opportunity, and will be made without regard to the length of time a
security has been held.

The portfolio turnover rates for each Fund are disclosed in the prospectus for
the Funds, in the section entitled "Financial Highlights." Portfolio turnover is
a measure of how frequently a fund's portfolio securities are bought and sold.
As required by the SEC, annual portfolio turnover is calculated generally as the
dollar value of the lesser of a fund's purchases or sales of portfolio
securities during a given year, divided by the monthly average value of the
fund's portfolio securities during that year (excluding securities whose
maturity or expiration at the time of acquisition were less than one year). For
example, a fund reporting a 100% portfolio turnover rate would have purchased
and sold securities worth as much as the monthly average value of its portfolio
securities during the year. Except for certain Funds noted in the Prospectus,
the Funds generally do not expect their annual turnover rates to exceed 100%.
Because so many variable factors are beyond the control of the Managers, it is
not possible to estimate future turnover rates with complete accuracy. Higher
portfolio turnover rates generally increase transaction costs, which are fund
expenses, but would not create taxable capital gains for investors because of
the tax-deferred status of variable annuity and life insurance investments.

Real Estate Fund
Real Estate Related Investments. In addition to the Fund's investments in real
estate securities, as defined in the Trust Prospectus, the Fund may also invest
a portion of its assets in debt obligations or equity securities of issuers
engaged in businesses whose products and services are closely related to the
real estate industry, and publicly traded on an exchange or in the
over-the-counter market, including principal mortgage pools, CMOs, and related
instruments which are publicly traded (including, without limitation, pools
containing GNMA and FNMA mortgages). The Fund will invest no more than 55% of
its assets in either GNMA or FNMA securities and no more than 70% of its assets
in GNMA and FNMA securities, in the aggregate. In addition, the Fund does not
invest in the "residual interests" of real estate mortgage investment conduits
("REMICs").

Repurchase Agreements
Each Fund may enter into repurchase agreements. A repurchase agreement is an
agreement in which the seller of a security agrees to repurchase the security
sold at a mutually agreed upon time and price. Under the 1940 Act, a repurchase
agreement is deemed to be the loan of money by the Fund to the seller,
collateralized by the underlying security. The resale price is normally in
excess of the purchase price, reflecting an agreed upon interest rate. The
interest rate is effective for the period of time in which the Fund is invested
in the agreement and is not related to the coupon rate on the underlying
security. The period of these repurchase agreements will usually be short, from
overnight to one week, and at no time will a Fund invest in repurchase
agreements for more than one year. However, the securities which are subject to
repurchase agreements may have maturity dates in excess of one year from the
effective date of the repurchase agreements. The transaction requires the
initial collateralization of the seller's obligation by securities with a market
value, including accrued interest, equal to at least 102% of the dollar amount
invested by the Fund, with the value marked-to-market daily to maintain 100%
coverage. A default by the seller might cause the Fund to experience a loss or
delay in the liquidation of the collateral securing the repurchase agreement.
The Funds might also incur disposition costs in liquidating the collateral. The
Funds may not enter into a repurchase agreement with more than seven days
duration if, as a result, the market value of the Funds' net assets, together
with investments in other securities deemed to be not readily marketable, would
be invested in such repurchase agreements in excess of the Funds' policy on
investments in illiquid securities. The Funds intend to enter into repurchase
agreements only with financial institutions such as broker-dealers and banks
which are deemed creditworthy by their respective Managers. The securities held
subject to resale (the collateral) will be held on behalf of a Fund by a
custodian approved by the Board and will be held pursuant to a written
agreement.

Reverse Repurchase Agreements

Certain Funds may enter into reverse repurchase agreements with banks and
broker-dealers. Reverse repurchase agreements involve sales by a Fund of
portfolio assets concurrently with an agreement by the Fund to repurchase the
same assets at a later date at a fixed price. During the reverse repurchase
agreement period, the Fund continues to receive dividend payments on these
securities.

When effecting reverse repurchase transactions, each Fund will establish a
segregated account with its custodian bank in which it will maintain cash, U.S.
Government securities or other liquid high grade debt obligations equal in value
to its obligations with respect to reverse repurchase agreements. Reverse
repurchase agreements involve the risk that the market value of the securities
retained by a Fund may decline below the price of the securities the Fund has
sold but is obligated to repurchase under the agreement. In the event the buyer
of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, a Fund's use of the proceeds of the agreement may be
restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Fund's obligation to repurchase the securities.
Reverse repurchase agreements are considered borrowings by the Funds and as such
are subject to the investment limitations discussed below under "Fundamental
Investment Restrictions" or in the prospectus under "Investment Methods and
Risks, Common to More Than One Fund." These transactions may increase the
volatility of a Fund's income or net asset value. The Fund carries the risk that
any securities purchased with the proceeds of the transaction will depreciate or
not generate enough income to cover the Fund's obligations under the reverse
repurchase transaction. These transactions also increase the interest and
operating expenses of a fund.

Short Sales

Certain Funds may make short sales of securities. A short sale is a transaction
in which the Fund sells a security it does not own in anticipation that the
market price of that security will decline. Each Fund expects to make short
sales as a form of hedging to offset potential declines in long positions in
similar securities, in order to maintain portfolio flexibility and for profit.

When a Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale as
collateral for its obligation to deliver the security upon conclusion of the
sale. The Fund may have to pay a fee to borrow particular securities and is
often obligated to pay over any payments received on such borrowed securities.

The Fund's obligation to replace the borrowed security will be secured by
collateral deposited with the broker-dealer, usually cash, U.S. government
securities or other high grade liquid securities similar to those borrowed. The
Fund will also be required to deposit similar collateral with its custodian to
the extent, if any, necessary so that the value of both collateral deposits in
the aggregate is at all times equal to at least 100% of the current value of the
security sold short.

If the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a gain. Any gain
will be decreased, and any loss increased, by the transaction costs described
above. Although the Fund's gain is limited to the price at which it sold the
security short, its potential loss is theoretically unlimited.

The Mutual Discovery and Mutual Series Funds may make short sales, but will not
make a short sale if, after giving effect to such sale, the market value of all
securities sold short exceeds 5% of the value of the Fund's total assets or the
Fund's aggregate short sales of a particular class of securities exceeds 25% of
the outstanding securities of that class. These Funds may also make short sales
"against the box" without respect to such limitations. In this type of short
sale, at the time of the sale, the Funds own or have the immediate and
unconditional right to acquire at no additional cost the identical security.

When-Issued Securities

Securities when originally issued are sometimes offered on a "when-issued"
basis. When so offered, the price, which is generally expressed in yield terms,
is fixed at the time the commitment to purchase is made, but delivery and
payment for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase of such securities;
during the period between purchase and settlement, no payment is made by the
purchaser to the issuer and no interest accrues to the purchaser. To the extent
that assets of a Fund are not vested prior to the settlement of a purchase of
securities, the Fund will earn no income; however, it is intended that each Fund
will be fully invested to the extent practicable and subject to the policies
stated above. While when-issued securities may be sold prior to the settlement
date, it is intended that each Fund will purchase such securities with the
purpose of actually acquiring them, unless a sale appears desirable for
investment reasons. At the time the Fund makes the commitment to purchase a
security on a when-issued basis, it will record the transaction and reflect the
value of the security in determining its net asset value. The market value of
when-issued securities may be more or less than the purchase price. The Trust
does not believe that the net asset value or income of any of the Funds will be
adversely affected by their purchase of securities on a when-issued basis. The
Trust will establish for each Fund a segregated account with its custodian bank
in which it will maintain cash and/or high grade marketable securities equal in
value to commitments for when-issued securities. Such segregated securities will
either mature or, if necessary, be sold on or before the settlement date. There
are no restrictions on the percentage of net assets of any Fund which may be
invested in when-issued securities at any given time.

Fundamental Investment Restrictions
- -------------------------------------------------------------------------------

Each Fund has adopted the following restrictions as fundamental policies (except
as otherwise indicated), which means that they may not be changed without the
approval of a majority of that Fund's shares. In order to change any of these
restrictions, the lesser of (i) holders of 67% or more of a Fund's voting
securities present at a meeting of shareholders if the holders of more than 50%
of its voting securities are represented at the meeting or (ii) holders of more
than 50% of that Fund's outstanding voting securities must vote to make the
change.

Each of the Funds may not:

1. with respect to 75% of its total assets, except for the Global Income Fund,
purchase the securities of any one issuer (other than cash, cash items and
obligations of the U.S. government) if immediately thereafter, and as a result
of the purchase, the Fund would (a) have more than 5% of the value of its total
assets invested in the securities of such issuer or (b) hold more than 10% of
any or all classes of the securities of any one issuer;

2. borrow money in an amount in excess of 5% of the value of its total assets,
except from banks for temporary or emergency purposes, and not for direct
investment in securities (excepting the Asset Allocation, Developing Markets,
International Smaller Companies, Mutual Discovery, Mutual Shares and Small Cap
Funds). The Asset Allocation, Developing Markets, International Smaller
Companies, Mutual Discovery, Mutual Shares and Small Cap Funds may borrow money
from banks in an amount not exceeding 331/3% of the value of the Fund's total
assets including the amount borrowed. Each of these Funds may also pledge,
mortgage or hypothecate its assets to secure borrowings to an extent not greater
than 15% of the Fund's total assets. Arrangements with respect to margin for
futures contracts, forward contracts and related options are not deemed to be a
pledge of assets.

3. lend its assets, except through the purchase or acquisition of bonds,
debentures or other debt securities of any type customarily purchased by
institutional investors, or through loans of portfolio securities, or to the
extent the entry into a repurchase agreement may be deemed a loan;

4. underwrite securities of other issuers, except as noted in number 6 below and
except insofar as a Fund may be technically deemed an underwriter under the
federal securities laws in connection with the disposition of portfolio
securities;

5. purchase illiquid securities, including illiquid securities which, at the
time of acquisition, could be disposed of publicly by the Funds only after
registration under the Securities Act of 1933, if as a result more than 10% of
their net assets would be invested in such illiquid securities (not applicable
to the International Smaller Companies, Mutual Discovery or Mutual Shares
Funds);

6. invest in securities for the purpose of exercising management or control of
the issuer (not applicable to the Mutual Discovery or Mutual Shares Funds);

7. invest more than 25% of its assets (measured at the time of the most recent
investment) in any single industry (not applicable to the Natural Resources
Fund, the Utility Equity Fund, or the Real Estate Securities Fund);

8. invest in companies which have a record of less than three years of
continuous operation, including the operations of any predecessor companies,
except that the Real Estate Fund, the Capital Growth Fund, the Growth and Income
Fund, the Global Income Fund, the International Equity Fund, the Pacific Fund,
the Global Growth Fund, and the Developing Markets Fund may invest up to 5% of
their respective assets in such companies, the Natural Resources Fund may invest
up to 10% of its assets in such companies, and such limitation shall not apply
to the Asset Allocation Fund, International Smaller Companies Fund, Mutual
Discovery Fund, Mutual Shares Fund or Small Cap Fund;

9. maintain a margin account with a securities dealer or effect short sales,
with the exceptions that (i) the Growth and Income Fund and the Income
Securities Fund may effect short sales if the Fund owns securities equivalent in
kind and amount to those sold, (ii) Mutual Discovery and Mutual Shares Funds may
engage in short sales to the extent described in the Prospectus and SAI, and
(iii) the Natural Resources Fund, the Global Income Fund, the Global Growth
Fund, the Developing Markets Fund, the Asset Allocation Fund, the International
Equity Fund, the International Smaller Companies Fund, the Pacific Fund, the
Mutual Discovery Fund, the Mutual Shares Fund and the Small Cap Fund may make
initial deposits and pay variation margin in connection with futures contracts;

10. invest in commodities or commodity pools, except that (i) certain Funds may
purchase and sell Forward Contracts in amounts necessary to effect transactions
in foreign securities, (ii) the Global Income Fund, the International Equity
Fund, the International Smaller Companies Fund, the Pacific Growth Fund, the
Global Growth Fund, the Developing Markets Fund, the Asset Allocation Fund, the
Mutual Discovery Fund, the Mutual Shares Fund and the Small Cap Fund may enter
into Futures Contracts and may invest in foreign currency and (iii) the Natural
Resources Fund may invest in commodities and commodity futures contracts with
respect to commodities related to the natural resources sector as defined in the
prospectus. Securities or other instruments backed by commodities are not
considered commodities or commodity contracts for the purpose of this
restriction;

11. invest directly in real estate, although certain Funds may invest in real
estate investment trusts or other publicly traded securities engaged in the real
estate industry. First mortgage loans or other direct obligations secured by
real estate are not considered real estate for purposes of this restriction;

12. invest in the securities of other open-end investment companies (except that
securities of another open-end investment company may be acquired pursuant to a
plan of reorganization, merger, consolidation or acquisition). This restriction
is not applicable to the Capital Growth Fund, International Equity Fund, the
International Smaller Companies Fund, the Mutual Discovery Fund, the Mutual
Shares Fund, the Pacific Fund, the Asset Allocation Fund, or the Developing
Markets Fund;

13. invest in assessable securities or securities involving unlimited liability
on the part of the Fund;

14. invest an aggregate of more than 10% of its assets in securities with legal
or contractual restrictions on resale, securities which are not readily
marketable (including over-the-counter options and assets used to cover such
options), and repurchase agreements with more than seven days to maturity (this
restriction does not apply to the Asset Allocation, Mutual Discovery or Mutual
Shares Funds);

15. purchase or retain any security if any officer, director or security holder
of the issuer is at the same time an officer, trustee or employee of the Trust
or of the Fund's Manager and such person owns beneficially more than one-half of
1% of the securities and all such persons owning more than one-half of 1% own
more than 5% of the outstanding securities of the issuer; or

16. invest its assets in a manner which does not comply with the investment
diversification requirements of Section 817(h) of the Code.

17. invest more than 10% of its assets in illiquid securities (including
illiquid equity securities, repurchase agreements of more than seven days
duration, over-the-counter options and assets used to cover such options, and
other securities which are not readily marketable), as more fully described in
the prospectus and SAI. This policy shall not apply to the International Smaller
Companies, Mutual Discovery or Mutual Shares Funds.

18. The Global Growth and Developing Markets Funds may not invest more than 5%
of their respective assets in warrants, whether or not listed on the New York or
American Exchange, including no more than 2% of their respective total assets
which may be invested in warrants that are not listed on those exchanges.
Warrants acquired by the Funds in units or attached to securities are not
included in this restriction.

19. The Global Growth Fund and Developing Markets Fund will not invest more than
15% of their respective assets in securities of foreign issuers that are not
listed on a recognized U.S. or foreign securities exchange, including no more
than 10% in illiquid investments.

Non-Fundamental Investment Restrictions
- ------------------------------------------------------------------------------

In addition to these fundamental policies, it is the present policy of each
Fund, except the Mutual Discovery and Mutual Shares Funds, (which may be changed
without the approval of a majority of its outstanding shares) not to pledge,
mortgage or hypothecate its assets as security for loans (except to the extent
of allowable temporary loans), nor to engage in joint or joint and several
trading accounts in securities, except that the Funds (including the Mutual
Discovery and Mutual Shares Funds) may participate with other investment
companies in the Franklin Group of Funds(R) in a joint account to engage in
certain large repurchase transactions and may combine orders to purchase or sell
securities with orders from other persons to obtain lower brokerage commissions.
It is not any Fund's policy to invest in interests (other than publicly traded
equity securities) in oil, gas or other mineral exploration or development
programs.

As non-fundamental investment policies, which may be changed by the Board of
Trustees of the Trust without shareholder approval, the Asset Allocation Fund
will not invest more than 15% of its total assets in securities of foreign
issuers which are not listed on a recognized United States or foreign securities
exchange, or more than 10% of their total assets in (a) securities with a
limited trading market, (b) securities subject to legal or contractual
restrictions as to resale, (c) repurchase agreements not terminable within seven
days, and (d) debt obligations rated Baa or lower by Moody's Investors Service,
Inc. or BBB or lower by Standard & Poor's Corporation or, if unrated, are of
comparable investment quality as determined by the Managers.

The International Smaller Companies Fund may not invest more than 5% of its
respective assets in warrants, whether or not listed on the New York or American
Exchange, including no more than 2% of its total assets which may be invested 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.

Whenever any investment policy or investment restriction states a maximum
percentage of a 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.

Officers and Trustees
- ------------------------------------------------------------------------------

The Trust is managed by a Board of Trustees who have been elected for an
indefinite term. The Board of Trustees is responsible for the overall management
of the Trust and each Fund, including overseeing the investment of each Fund's
assets. The Board elects the officers who are responsible for administering the
day-to-day operations of the Trust and each Fund. Listed below are the trustees
and officers of the Trust and a brief description of the business experience and
affiliations of each during at least the past five years. Trustees who are
"interested persons" of the Trust, as defined in the 1940 Act, are designated by
an asterisk(*).

Position
Name, Age and Address With Trust Occupation for the Last Five Years

Frank H. Abbott, III(76)Trustee
1045 Sansome St.
San Francisco, CA 94111
President and Director, Abbott
Corporation (an investment company);
and director, trustee or managing
general partner, as the case may be, of
32 of the investment companies in the
Franklin Templeton Group
of Funds.
- ------------------------------------------------------------------------------

*Lowell C. Anderson (60) Trustee
Allianz Life Insurance Company
of North America
1750 Hennepin Avenue South
Minneapolis, MN 55403-2195
Chairman, President and Chief
Executive Officer, Allianz Life
Insurance Company of North America
(privately owned company formerly
formerly North American Life &
Casuality Company); trustee of
one investment company in the Franklin
Templeton Group of Funds.
- ------------------------------------------------------------------------------

Harris J. Ashton (64) Trustee
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
President, Chief Executive Officer and
Chairman of the Board, General Host
Corporation (nursery and craft
centers); Director, RBC Holdings, Inc.
(a bank holding company) and Bar-S
Foods (a meat packing company); and
director, trustee or managing general
partner, as the case may be, of 56 of
the investment companies in the
Franklin Templeton Group of Funds.
- ------------------------------------------------------------------------------

Harmon E. Burns (52) Vice President
777 Mariners Island Blvd.
San Mateo, CA 94404
Executive Vice President, Secretary and
Director, Franklin Resources, Inc.;
Executive Vice President and Director,
Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin
Advisers, Inc. and Franklin Templeton
Services, Inc.; Director,
Franklin/Templeton Investor Services,
Inc.; officer and/or director, as the
case may be, of most of the other
subsidiaries of Franklin Resources,
Inc.; and officer and/or director or
trustee of 61 of the investment
companies in the Franklin Templeton
Group of Funds.
- ------------------------------------------------------------------------------

S. Joseph Fortunato (64) Trustee
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Member of the law firm of Pitney,
Hardin, Kipp & Szuch; Director of
General Host Corporation; director,
trustee or managing general partner, as
the case may be, of 58 of the
investment companies in the Franklin
Templeton Group of Funds.
- ------------------------------------------------------------------------------

David W. Garbellano (82) Trustee
111 New Montgomery St., #402
San Francisco, CA 94105
Private Investor; Assistant
Secretary/Treasurer and Director,
Berkeley Science Corporation (a venture
capital company); and director, trustee
or managing general partner, as the
case may be, of 31 of the investment
companies in the Franklin Templeton
Group of Funds.
- ------------------------------------------------------------------------------

*Charles B. Johnson (64) Chairman
777 Mariners Island Blvd. of the Board
San Mateo, CA 94404 and Trustee

President and Director, Franklin Resources,
Inc.; Chairman of the Board and Director,
Franklin Advisers, Inc. and Franklin
Templeton Distributors, Inc.; Director,
Franklin/Templeton Investor Services, Inc.
and General Host Corporation; and officer
and/or director, trustee or managing
general partner, as the case may be, of
most other subsidiaries of Franklin
Resources, Inc. and of 57 of the investment
companies in the Franklin Templeton Group
of Funds.
------------------------------------------------------------------------------

*Charles E. Johnson (40) President
500 East Broward Blvd. and Trustee
Fort Lauderdale, FL 33394-3091
Senior Vice President and Director,
Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton
Distributors, Inc.; President and
Director, Templeton Worldwide, Inc. and
Franklin Institutional Services
Corporation; officer and/or director, as
the case may be, of some of the
subsidiaries of Franklin Resources, Inc.
and officer and/or director or trustee, as
the case may be, of 39 of the investment
companies in the Franklin Templeton Group
of Funds.
- -------------------------------------------------------------------------------

*Rupert H. Johnson, Jr. (56) Vice President
777 Mariners Island Blvd. and Trustee
San Mateo, CA 94404
Executive Vice President and Director,
Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President
and Director, Franklin Advisers, Inc.;
Senior Vice President and Director,
Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services,
Inc.; Director, Franklin/Templeton
Investor Services, Inc.; and officer
and/or director, trustee or managing
general partner, as the case may be, of
most of the other subsidiaries of Franklin
Resources, Inc. and of 61 of the
investment companies in the Franklin
Templeton Group of Funds.
- -------------------------------------------------------------------------------

Frank W.T. LaHaye (68) Trustee
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
General Partner, Peregrine Associates
and Miller & LaHaye, which are General
Partners of Peregrine Ventures and
Peregrine Ventures II (venture capital
firms); Chairman of the Board and
Director, Quarterdeck Office Systems,
Inc. (software firm); Director,
FischerImaging Corporation (medical
imaging systems); and director or
trustee, as the case may be, of 27 of
the investment companies in the
Franklin Templeton Group of Funds.
- -------------------------------------------------------------------------------

Gordon S. Macklin (68) Trustee
8212 Burning Tree Road
Bethesda, MD 20817
Chairman, White River Corporation
(information and financial services);
Director, Fund American Enterprises
Holdings, Inc.(financial services), MCI
Communications Corporation, CCC
Information Services Group, Inc.
(information services), MedImmune, Inc.
(biotechnology), Source One Mortgage
Services Corporation (financial services),
Shoppers Express (home shopping),
Spacehab, Inc. (aerospace services); and
director, trustee or managing general
partner, as the case may be, of 53 of the
investment companies in the Franklin
Templeton Group of Funds; formerly
Chairman, Hambrecht and Quist Group
(venture capital and investment
banking); Director, H & Q Healthcare
Investors (investment trust); and
President, National Association of
Securities
Dealers, Inc.
- -------------------------------------------------------------------------------

Martin L. Flanagan (36) Vice President
777 Mariners Island Blvd. and Chief
San Mateo, CA 94404 Financial Officer
Vice President, Chief Financial Officer
and Treasurer, Franklin Resources,
Inc.; President, Franklin Templeton
Services, Inc.; Executive Vice
President, Templeton Worldwide, Inc.;
Senior Vice President and Treasurer,
Franklin Advisers, Inc. and Franklin
Templeton Distributors, Inc.; Senior
Vice President, Franklin/Templeton
Investor Services, Inc.; Treasurer,
Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services,
Inc.; officer of most of the other
subsidiaries of Franklin Resources,
Inc.; and officer, director and/or
trustee of 61 of the investment
companies in the Franklin Templeton
Group of Funds.
- -------------------------------------------------------------------------------

Deborah R. Gatzek (48) Vice President
777 Mariners Island Blvd. and Secretary
San Mateo, CA 94404
Senior Vice President and General Counsel,
Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Services,
Inc. and Franklin Templeton Distributors,
Inc.; Vice President, Franklin Advisers,
Inc., Franklin Advisory Services, Inc.,
Franklin Investment Advisory Services,
Inc., and officer of 61 of the investment
companies in the Franklin Templeton Group
of Funds.
- -------------------------------------------------------------------------------

Diomedes Loo-Tam (58) Treasurer and
777 Mariners Island Blvd. Principal
San Mateo, CA 94404 Accounting Officer
Employee of Franklin Advisers, Inc.;
and officer of 38 of the investment
companies in the Franklin Templeton
Group of Funds.
- -------------------------------------------------------------------------------

Edward V. McVey (59) Vice President
777 Mariners Island Blvd.

San Mateo, CA 94404
Senior Vice President/National Sales
Manager, Franklin Templeton
Distributors, Inc.; and officer of 33
of the investment companies in the
Franklin Templeton Group
of Funds.
- -------------------------------------------------------------------------------

The preceding table also indicates those officers and trustees who are also
affiliated persons of the Managers or the Insurance Companies.

Trustees not affiliated with the Managers or the Insurance Companies ("non
affiliated trustees") are currently paid fees of $550 per month plus $183 per
meeting attended. As indicated above, certain of the nonaffiliated trustees
serve as directors, trustees or managing general partners of other investment
companies in the Franklin Group of Funds(R) and the Templeton Group of Funds
("Franklin Templeton Funds").

The following table shows the total fees paid, for the fiscal year ended
December 31, 1996, to non affiliated trustees by the Trust and by other Franklin
Templeton Funds.

Aggregate Number of FranklinTotal Compensation from
- ------------------------------------------------------------------------------
CompensationTempleton Funds BoardsFranklin Templeton Funds,
Name from Trust+on Which Each Serves**including the Trust+
Frank H. Abbott............. $8,617 32 $165,236
Harris Ashton............... 8,617 56 343,591
S. Joseph Fortunato......... 8,617 58 360,411
David Garbellano............ 8,617 31 148,916
Frank W.T. LaHaye........... 8,433 27 139,233
Gordon Macklin.............. 8,617 53 335,541

+Figures rounded to the nearest dollar.

**We base the number of boards on the number of registered investment companies
in the Franklin Templeton Group of Funds. This number does not include the total
number of series or funds within each investment company for which the Board
members are responsible. The Franklin Templeton Group of Funds currently
includes 62 registered investment companies, with approximately 171 U.S. based
funds or series.

Nonaffiliated trustees are reimbursed for expenses incurred in connection with
attending board meetings, paid pro rata by each fund in the Franklin Templeton
Group of Funds for which they serve as director, trustee or managing general
partner. No officer or Board member received any other compensation, including
pension or retirement benefits, directly or indirectly from the Trust or other
funds in the Franklin Templeton Group of Funds. Certain officers or Board
members who are shareholders of Resources may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to its
subsidiaries.

As of February 15, 1997, no officer or trustee of the Trust owned of record or
beneficially shares of any Fund of the Trust. Many of the Trust's trustees own
shares in various of the other Trusts in the Franklin Templeton Funds. Charles
B. Johnson and Rupert H. Johnson, Jr. are brothers and are the father and uncle,
respectively, of Charles E. Johnson.

Investment Management and Other Services
- -------------------------------------------------------------------------------

The Manager for all series of the Trust, except the Asset Allocation Fund,
Global Growth Fund, International Smaller Companies Fund, Developing Markets
Fund, Mutual Discovery Fund, Mutual Shares Fund and the Rising Dividends Fund is
Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd., P.O. Box 7777,
San Mateo, California 94403-7777. In addition, Advisers employs Templeton
Investment Counsel, Inc. ("Templeton Florida"), Broward Financial Centre, Suite
2100, Fort Lauderdale, Florida 33394, to act as subadviser to the International
Equity Fund, the Pacific Fund, and the Global Income Fund. The Manager for the
Rising Dividends Fund is Franklin Advisory Services, Inc. ("Franklin New
Jersey"), One Parker Plaza, Sixteenth Floor, Ft. Lee, New Jersey 07024. The
Manager for the Mutual Discovery and Mutual Shares Funds is Franklin Mutual
Advisers, Inc. ("Franklin Mutual") 51 John F. Kennedy Parkway, Short Hills, New
Jersey 07078. The Manager of the International Smaller Companies Fund is
Templeton Florida. The Manager for the Asset Allocation and Global Growth Funds
is Templeton Global Advisers Limited, formerly known as Templeton, Galbraith &
Hansberger, Ltd. ("Templeton Nassau"), Lyford Cay Nassau, N.P. Bahamas. The
Manager for Developing Markets Fund is Templeton Asset Management Ltd.
("Templeton Singapore"), 7 Temasek Boulevard, #38-03, Suntec Tower One,
Singapore. Templeton Nassau employs Templeton Florida to act as subadviser to
the Asset Allocation Fund. Advisers, Templeton Nassau, Templeton Singapore,
Templeton Florida, Franklin New Jersey and Franklin Mutual may be referred to as
the "Manager" or "Managers" throughout the SAI and Prospectus.

The Managers also provide management services to numerous other investment
companies or funds and other accounts pursuant to management agreements with
each fund or other account. The Managers may give advice and take action with
respect to any of the other funds or accounts they manage, or for their own
accounts, which may differ from action taken by the Managers on behalf of the
Funds. Similarly, with respect to the Funds, the Managers are not obligated to
recommend, purchase or sell, or to refrain from recommending, purchasing or
selling any security that the Managers and access persons, as defined by the
1940 Act, may purchase or sell for their own accounts or for the accounts of any
other fund or account. Furthermore, the Managers are not obligated to refrain
from investing in securities held by the Fund or other funds or accounts which
they manage or administer. Of course, any transactions for the accounts of the
Managers and other access persons will be made in compliance with the Fund's
Code of Ethics.

Each Fund, except the International Equity Fund, the Pacific Fund, the Rising
Dividends Fund, the Small Cap Fund, the International Smaller Companies Fund,
the Capital Growth Fund, the Mutual Discovery Fund, the Mutual Shares Fund, the
Global Growth Fund, the Developing Markets Fund and the Asset Allocation Fund,
is obligated to pay Advisers a fee as compensation for its services, which is
paid monthly and accrues daily based upon each Fund's average net assets at the
annual rate of 0.625% of the value of average daily net assets up to and
including $100 million; 0.50% of the value of average daily net assets over $100
million up to and including $250 million; 0.45% of the value of average daily
net assets over $250 million up to and including $10 billion; 0.44% of the value
of average daily net assets over $10 billion up to and including $12.5 billion;
0.42% of the value of average daily net assets over $12.5 billion up to and
including $15 billion; and 0.40% of the value of average daily net assets over
$15 billion.

Templeton Florida, as subadviser for the Global Income Fund under a contract
with Advisers, receives a monthly fee from Advisers at the annual rate of 0.35%
of the value of average daily net assets up to and including $100 million; 0.25%
of average daily net assets over $100 million up to and including $250 million;
0.20% of the value of net assets over $250 million.

The International Equity Fund and the Pacific Fund are each obligated to pay
Advisers a monthly fee, based upon each Fund's average daily net assets, at the
annual rate of 1% of the value of average daily net assets up to and including
$100 million; 0.90% of the average daily net assets over $100 million up to and
including $250 million; 0.80% of average daily net assets over $250 million up
to and including $500 million and 0.75% of average net assets over $500 million.
Templeton Florida, as the subadviser for the International Equity Fund and the
Pacific Fund under a contract with Advisers, receives a monthly fee from
Advisers at the annual rate of 0.50% of the value of average daily net assets up
to and including $100 million; 0.40% of the average daily net assets over $100
million up to and including $250 million; 0.30% of average daily net assets over
$250 million up to and including $500 million and 0.25% of average net assets
over $500 million.

The Capital Growth Fund, and the Small Cap Fund are each obligated to pay
Advisers a monthly fee, based upon each Fund's average daily net assets,
computed at the annual rate of 0.75 of 1% of average daily net assets on the
first $500 million of average daily net assets; 0.625 of 1% on the next $500
million of average daily net assets; and 0.50 of 1% on average daily net assets
in excess of $1 billion.

The Rising Dividends Fund is obligated to pay Franklin New Jersey a monthly fee,
based upon the Fund's average daily net assets, computed at the annual rate of
0.75 of 1% of average daily net assets on the first $500 million of average
daily net assets; 0.625 of 1% on the next $500 million of average daily net
assets; and 0.50 of 1% on average daily net assets in excess of $1 billion.

The Mutual Discovery Fund and Mutual Shares Fund are obligated to pay Franklin
Mutual a monthly fee, based upon each Fund's average daily net assets, computed
at the annual rate of .80 and .60, of 1%, respectively of average daily net
assets.

Under the management agreement with Templeton Nassau, the Global Growth Fund is
obligated to pay Templeton Nassau a monthly fee equal to an annual rate of 1.0%
of the value of the Fund's average daily net assets up to and including $100
million; 0.90% of the value of the Fund's average daily net assets over $100
million up to and including $250 million; 0.80% of the value of the Fund's
average daily net assets over $250 million up to and including $500 million; and
0.75% of the value of the Fund's average daily net assets over $500 million.

Under the management agreement with Templeton Singapore, the Developing Markets
Fund is obligated to pay Templeton Singapore a monthly fee equal to an annual
rate of 1.25% of the value of the Fund's average daily net assets.

Under the management agreement with Templeton Nassau, the Asset Allocation Fund
is obligated to pay the Manager a monthly fee equal to an annual rate of 0.65%
of the value of the Fund's average daily net assets up to and including $200
million, 0.585% of the value of the Fund's average daily net assets over $200
million up to and including $1.3 billion; and 0.52% of the value of the Fund's
average daily net assets over $1.3 billion.

Templeton Florida, as subadviser for the Asset
Allocation Fund under a contract with Templeton Nassau, receives a monthly fee
from Templeton Nassau at the annual rate of 0.25% of the value of average daily
net assets up to and including $200 million; 0.225% of average daily net assets
over $200 million up to and including $1.3 billion; 0.20% of the value of net
assets over $1.3 billion.

Under a management agreement with Templeton Florida, the International Smaller
Companies Fund is obligated to pay the Manager a monthly fee equal to an annual
rate of 0.85% of the value of the Fund's average daily net assets up to and
including $200 million, 0.765% of the value of the Fund's average daily net
assets over $200 million up to and including $1.3 billion; and 0.68% of the
value of the Fund's average daily net assets over $1.3 billion.

The Managers may determine in advance to limit the management fees or to assume
responsibility for the payment of certain operating expenses relating to the
operations of any Fund, which may have the effect of decreasing the total
expenses and increasing the yield of such Fund. Any such action is voluntary and
may be terminated by the Managers at any time unless otherwise indicated. For at
least to the end of the fiscal year, December 31, 1997, Advisers has agreed to
limit its management fees and, if necessary, to assume responsibility for
payment of each Zero Coupon Fund operating expenses so that each Fund's total
expenses will not exceed 0.40% of each Fund's average net assets. With respect
to the Money Fund, during 1996, Advisors limited its management fees such that
aggregate expenses, including management fees of 0.41%, represented 0.43% of the
Money Fund's average daily net assets.

Expense reductions have not been necessary based on state requirements.

Except as indicated below, the management and subadvisory agreements with the
Managers are in effect until April 30, 1998, and may continue thereafter
provided they are approved for periods not to exceed one year by (i) the Trust's
Board of Trustees or the vote of a majority of the outstanding shares of that
Fund, and (ii) a majority of the Trustees who are not parties to the Agreement
or interested persons of any such party (other than as Trustees).

The management agreements for the Mutual Discovery and Mutual Shares Funds are
in effect for an initial period of two years. These management agreements may
continue from year to year thereafter under the same provisions mentioned above.
The management agreement with respect to any Fund may be terminated without
penalty at any time by the Fund or by the Managers on 60 days' written notice
and will automatically terminate in the event of its assignment, as defined in
the 1940 Act.

Pursuant to the management agreements and subadvisory agreements, the Managers
provide investment research and portfolio management services, including the
selection of securities for each Fund to purchase, hold or sell, and the
selection of brokers through whom each such Fund's portfolio transactions are
executed. The Managers' activities are subject to the review and supervision of
the Board of Trustees, and Templeton Florida as subadviser to certain Funds is
subject to the overview of each Fund's respective Manager, to whom the Managers
render periodic reports of each Fund's investment activities. The Managers, or
in certain cases, the Fund Administrator, provide each Fund with executive and
administrative personnel, office space and facilities, and pay certain
additional administrative expenses incurred in connection with the operation of
each such Fund. Each such Fund bears all of its expenses not assumed by the
Managers or Fund Administrator. The Managers are covered by fidelity insurance
on their officers, directors and employees for the protection of the Trust. See
the Statement of Operations in the financial statements at the end of this
Statement of Additional Information for additional details of these expenses.
The table below sets forth on a per Fund basis the management fees that would
have been accrued by the Managers and Fund Administrators and the management
fees actually paid by the Funds for the fiscal years ended December 31, 1996,
1995 and 1994.

Management Management
- ------------------------------------------------------------------------------
and Fund and Fund
AdministrationAdministration
Fees Accrued Fees Paid
1996
Money Market Fund....................................... $2,225,389 $1,781,802
Templeton Global Income Securities Fund................. 1,262,055 1,262,055
High Income Fund........................................ 1,985,566 1,985,566
Government Fund......................................... 3,162,073 3,162,073
Zero Coupon Fund - 2000................................. 790,492 494,949
Zero Coupon Fund - 2005................................. 503,611 299,714
Zero Coupon Fund - 2010................................. 490,108 291,798
Income Securities Fund.................................. 6,130,804 6,130,804
Rising Dividends Fund................................... 3,785,807 3,785,807
Utility Equity Fund..................................... 6,097,507 6,097,507
Growth and Income Fund.................................. 4,643,546 4,643,546
Natural Resources Fund
(formerly the Precious Metals Fund).................... 754,383 754,383
Real Estate Fund........................................ 1,335,653 1,335,653
Small Cap Fund.......................................... 694,975 694,975
International Equity Fund............................... 7,945,053 7,945,053
Pacific Fund............................................ 3,343,850 3,343,850
Global Asset Allocation Fund............................ 272,732 272,732
Developing Markets...................................... 2,887,400 2,887,400
Global Growth........................................... 4,016,061 4,016,061
International Smaller Companies Fund.................... 56,389 56,389
Capital Growth Fund..................................... 86,028 86,028
Mutual Discovery Fund................................... 11,033 11,033
Mutual Shares Fund...................................... 11,822 11,822
Management Management
- -------------------------------------------------------------------------------
and Fund and Fund
AdministrationAdministration
Fees Accrued Fees Paid
1995
Money Market Fund....................................... $2,295,252 $1,700,943
Templeton Global Income Securities Fund................. 1,354,128 1,354,128
High Income Fund........................................ 1,700,257 1,700,257
Government Fund......................................... 3,038,772 3,038,772
Zero Coupon Fund - 2000................................. 721,943 439,204
Zero Coupon Fund - 2005................................. 425,696 249,803
Zero Coupon Fund - 2010................................. 398,959 233,644
Income Securities Fund.................................. 5,335,780 5,335,780
Rising Dividends Fund................................... 2,858,740 2,858,740
Utility Equity Fund..................................... 6,002,369 6,002,369
Growth and Income Fund.................................. 3,283,721 3,283,721
Natural Resources Fund
(formerly the Precious Metals Fund).................... 702,034 702,034
Real Estate Fund........................................ 1,110,433 1,110,433
Small Cap Fund.......................................... 9,054 9,054
International Equity Fund............................... 6,748,353 6,748,353
Pacific Fund............................................ 3,148,402 3,148,402
Global Asset Allocation Fund............................ 52,421 52,421
Developing Markets...................................... 1,636,864 1,636,864
Global Growth........................................... 2,309,970 2,309,970
1994
Money Market Fund....................................... 1,970,057 1,652,138
Templeton Global Income Securities Fund................. 1,404,652 1,404,652
High Income Fund........................................ 1,264,737 1,264,737
Government Fund......................................... 3,100,250 3,100,250
Zero Coupon Fund - 2000................................. 522,841 301,577
Zero Coupon Fund - 2005................................. 281,657 158,311
Zero Coupon Fund - 2010................................. 198,571 110,499
Income Securities Fund.................................. 4,475,467 4,475,467
Rising Dividends Fund................................... 2,262,988 2,262,988
Utility Equity Fund..................................... 5,985,899 5,985,899
Equity Fund............................................. 2,314,166 2,314,166
Natural Resources Fund
(formerly the Precious Metals Fund).................... 644,295 644,295
Real Estate Fund........................................ 932,770 932,770
International Equity Fund............................... 5,356,301 5,356,301
Pacific Fund............................................ 3,057,140 3,057,140
Developing Markets...................................... 511,882 511,882
Global Growth Fund...................................... 578,011 578,011

Please refer to the "Officers and Trustees" table which indicates officers and
trustees who are affiliated persons of the Trust, the Managers and the Insurance
Companies.

Fund Administrator

Franklin Templeton Services, Inc. ("FT Services"), 777 Mariners Island
Boulevard, San Mateo, California 94404 serves as Fund Administrator. It provides
certain administrative facilities and services for the Funds, including
preparation and maintenance of books and records, preparation of tax reports,
preparation of financial reports, and monitoring compliance with regulatory
requirements.

FT Services is employed directly by the Asset Allocation, International Smaller
Companies, Mutual Discovery and Mutual Shares Funds, and through subcontracts by
the Managers of all the other Funds.

Transfer Agent

Franklin Templeton Investor Services, Inc., a wholly owned subsidiary of
Resources, maintains shareholder's records, processes purchases and redemptions
of each Fund's shares and acts as the Trust's transfer agent and dividend-paying
agent.

Custodians

The Bank of New York, Mutual Funds Division, 90 Washington Street, New York, New
York 10286, acts as custodian of the securities and other assets of the Trust.
In addition, Chase Manhattan Bank, Chase MetroTech Center, Brooklyn, New York
11245, also acts as custodian for the Global Growth, Developing Markets, Asset
Allocation, and International Smaller Companies Funds. The State Street Bank and
Trust Company, Atlantic Division, 225 Franklin Street, Boston, MA 02110 acts as
custodian for the Mutual Discovery and Mutual Shares Funds. The Custodians do
not participate in decisions relating to the purchase and sale of portfolio
securities.

Independent Auditors

Coopers & Lybrand L.L.P., 333 Market Street, San Francisco, California 94105,
serve as the Trust's independent auditors. During the fiscal year ended December
31, 1996, their auditing services consisted of rendering an opinion on the
financial statements of the Trust included in the Trust's Annual Report to
Shareholders for the fiscal year ended December 31, 1996 and in this Statement
of Additional Information.

Research Services

Research services may be provided to the Managers by various affiliates. Such
services may include information, analytical reports, computer screening
studies, statistical data, and factual resumes pertaining to securities eligible
for purchase by the Funds. Such supplemental research, when utilized, is subject
to analysis by the Managers before being incorporated into the investment
advisory process.

Policies Regarding Brokers
Used on Securities Transactions

The selection of brokers and dealers to execute transactions is made by the
Managers, in accordance with criteria set forth in the respective management and
subadvisory agreements referenced herein and any directions which the Board of
Trustees may give.

When placing a portfolio transaction, the Managers attempt to obtain the best
net price and execution of the transaction. On portfolio transactions which are
done on a securities exchange, the amount of commission paid by each Fund is
negotiated between the Funds' Managers and the broker executing the transaction,
and the Funds' Managers seek to obtain the lowest commission rate available from
brokers which are believed to be capable of efficient execution of the
transactions. The determination and evaluation of the reasonableness of the
brokerage commissions paid in connection with portfolio transactions are based
to a large degree on the professional opinions of the persons responsible for
the placement and review of such transactions. These opinions are based on the
experience of these individuals in the securities industry and information
available to them concerning the level of commissions being paid by other
institutional investors of comparable size. The Managers will ordinarily place
orders for the purchase and sale of over-the-counter securities on a principal
rather than agency basis with a principal market maker unless, in the opinion of
the Managers, a better price and execution can otherwise be obtained.

Purchases of portfolio securities from underwriters will include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
will include a spread between the bid and ask price. The Funds will seek to
obtain prompt execution of orders at the most favorable net price.

The amount of commission is not the only factor to be considered in the
selection of a broker to execute a trade. If it is felt to be in the Funds' best
interests, the Managers may place portfolio transactions with brokers who
provide the types of services described below, even if it means the Funds will
have to pay a higher commission than would be the case if no weight were given
to the broker's furnishing of these services. However, this will be done only
if, in the opinion of the Managers, the amount of any additional commission is
reasonable in relation to the value of the services. Higher commissions will be
paid only when the brokerage and research services received are bona fide and
produce a direct benefit to the Funds or assist their advisers in carrying out
their responsibilities to the Funds, or when it is otherwise in the best
interest of the Funds to do so, whether or not such data may also be useful to
the Managers in advising other clients.

When it is felt that several brokers are equally able to provide the best net
price and execution, the Managers may decide to execute transactions through
brokers who provide quotations and other services to the Funds, specifically
including the quotations necessary to determine the value of each Fund's net
assets, in such amount of total brokerage as may reasonably be required in light
of such services, and through brokers who supply research, statistical and other
data to the Funds and the Managers in such amount of total brokerage as may
reasonably be required.

Since most purchases by certain of the Funds are principal transactions at net
prices, these Funds incur little or no brokerage costs.

It is not possible to place a dollar value on the special executions or on the
research services received by the Managers from dealers effecting transactions
in portfolio securities. The allocation of transactions in order to obtain
additional research services permits the Managers to supplement their own
research and analysis activities and to make available the views and information
of individuals and research staffs of other securities firms. As long as it is
lawful and appropriate to do so, the Managers and their affiliates may use this
research and data in their investment advisory capacities with other clients. If
the Trust's officers are satisfied that the best execution is obtained, the sale
of Fund shares, as well as shares of other funds in the Franklin Templeton Group
of Funds, may also be considered as a factor in the selection of broker dealers
to execute a Fund's portfolio transactions.

Because Franklin Templeton Distributors, Inc. ("Distributors"), an affiliate of
the Managers and principal underwriter for many of the mutual funds in the
Franklin Templeton Group of Funds, is a member of the National Association of
Securities Dealers, it is sometimes entitled to obtain certain fees when a Fund
tenders portfolio securities pursuant to a tender-offer solicitation. As a means
of reducing the expenses of a Fund, any portfolio securities tendered by a Fund
will be tendered through Distributors if it is legally permissible to do so. In
turn, the next management fee payable to the Manager under the applicable
management agreement will be reduced by the amount of any fees received by
Distributors in cash, less certain costs and expenses incurred in connection
therewith.

If purchases or sales of securities of certain of the Funds and other funds or
other investment companies or clients supervised by the Managers or their
affiliates are considered at or about the same time, transactions in such
securities will be allocated among the several investment companies and clients
in a manner deemed equitable to all, by the Managers, taking into account the
respective sizes of the Funds or clients and the amount of securities to be
purchased or sold. It is recognized that it is possible that in some cases this
procedure could have a detrimental effect on the price or volume of the
security, in so far as a particular Fund is concerned. However, in other cases
it is possible that the ability to participate in volume transactions and to
negotiate lower brokerage commissions will be beneficial to all the Funds.

The Funds are authorized, to the extent consistent with their respective
investment policies and restrictions and in compliance with applicable rules
under federal security laws, to acquire securities of broker/dealers.

Most foreign stock exchange transactions are executed at fixed commission rates.
Fixed commissions on foreign stock exchange transactions are generally higher
than negotiated commissions on U.S. transactions. The Managers will endeavor to
achieve the best net results in effecting portfolio transactions for Funds on
foreign stock exchanges. There is also generally less government supervision and
regulation of foreign stock exchanges and brokers than in the U.S.

During the past three fiscal years ended December 31, 1996, or since
inception, each Series paid brokerage commissions as follows:
Fund 1994 1995 1996
- -------------------------------------------------------------------------------
Money Market Fund............................... $ 0 $ 0 $ $ 0
Templeton Global Income Securities Fund......... 0 0 0
High Income Fund................................ 0 0 0
Government Fund................................. 0 0 0
Zero Coupon Fund - 2000......................... 0 0 0
Zero Coupon Fund - 2005......................... 0 0 0
Zero Coupon Fund - 2010......................... 0 0 0
Growth and Income Fund.......................... 1,466,719 2,368,736 $848,162
Income Securities Fund.......................... 273,276 175,429 211,977
Real Estate Fund................................ 211,890 182,818 89,985
Rising Dividends Fund........................... 220,185 272,848 485,120
Global Asset Allocation Fund.................... -- 24,490 62,209
Utility Fund.................................... 442,406 652,221 1,277,007
Natural Resources Fund
(formerly the Precious Metals Fund)............ 150,503 111,982 149,263

Fund 1994 1995 1996
- -------------------------------------------------------------------------------
Small Cap Fund.................................. $ -- $ 9,622 $183,601
Templeton Developing Markets Equity Fund........ 419,518 589,426 604,200
Global Growth Fund.............................. 206,009 956,434 --
International Equity Fund....................... 1,541,506 824,409 1,015,004
Pacific Growth Fund............................. 961,503 1,040,361 487,464
International Smaller Companies Fund............ -- -- 10,847
Capital Growth Fund............................. -- -- 44,722
Mutual Discovery Fund........................... -- -- 20,812
Mutual Shares Fund.............................. -- -- 31,174

As of December 31, 1996, the Money Market Fund owned securities issued by Go
ldman Sachs Group, Merrill Lynch & Company, Morgan Stanley Group, Inc., and
Prudential Funding Corp., the Templeton Global Growth Fund owned securities
issued by A.G. Edwards, Inc., and Merrill Lynch & Co., Inc., and the Templeton
Global Asset Allocation Fund owned securities issued by A.G. Edwards, Inc., and
Merrill Lynch & Co., Inc., which were valued in the aggregate at $14,841,729,
$18,855,796, $14,856,655, $19,942,483, $3,275,075, $3,423,000, $36,987 and
$163,000 respectively. Except as stated above, no Fund owned any securities
issued by its regular broker-dealers as of the end of such fiscal year.

Additional Information Regarding Valuation and Redemption of Shares of the Funds
- -------------------------------------------------------------------------------

Calculation of Net Asset Value

As noted in the Prospectus, each Fund will generally calculate its net asset
value only on days when the New York Stock Exchange (the "Exchange") is open for
trading, even though trading in the portfolio securities of a Fund may occur on
other days in other markets or over-the-counter. As of the date of this
Statement of Additional Information, the Funds are informed that the New York
Stock Exchange will be closed in observance of the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas.

Funds Other than Money Fund

The net asset value per share of each Fund except the Money Fund is calculated
as follows: the aggregate of all liabilities, including, without limitation, the
current market value of any outstanding options written by a Fund, if any,
accrued expenses and taxes and any necessary reserves, is deducted from the
total gross value of all assets, and the difference is divided by the number of
shares of that Fund outstanding at the time. For the purpose of determining the
aggregate net assets of each Fund (except the Money Fund), cash and receivable
are valued at their realizable amounts, interest is recorded as accrued, and
dividends are recorded on the ex-dividend date.

Portfolio securities listed on a securities exchange or on NASDAQ for which
market quotations are readily available are valued at the last quoted sale price
of the day or, if there is no such reported sale, within the range of the most
recent quoted bid and ask prices. Over-the-counter portfolio securities for
which market quotations are readily available are valued within the range of the
most recent bid and ask prices as obtained from one or more dealers that make
markets in the securities. Portfolio securities which are traded both in the
over-the-counter market and on a securities exchange are valued according to the
broadest and most representative market as determined by the Managers. Portfolio
securities underlying actively traded options are valued at their market price
as determined above. The current market value of any option held by a Fund is
its last sales price on the relevant Exchange prior to the time when assets are
valued. Lacking any sales that day or if the last sale price is outside the bid
and ask prices, the options are valued within the range of the current closing
bid and ask prices if such valuation is believed to fairly reflect the
contract's market value. If a Fund should have an open option position as to a
security, the valuation of the contract will be within the range of the bid and
ask prices.

The value of a foreign security is determined in its national currency as of the
close of trading on the foreign exchange on which it is traded or as of the
scheduled close of trading on the Exchange, if that is earlier, and that value
is then converted into its U.S. dollar equivalent at the foreign exchange rate
in effect at noon, Eastern time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the mean between the current
bid and ask price is used. Occasionally, events which affect the values of
foreign securities and foreign exchange rates may occur between the times at
which values and rates are determined and the close of the Exchange and will,
therefore, not be reflected in the computation of a Fund's net asset value. If
events materially affecting the value of these foreign securities occur during
such periods, then these securities will be valued in accordance with procedures
established by the Board of Trustees.

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 Exchange is open. Trading in European or
Far Eastern securities generally, or in a particular country or countries, may
not take place on every Exchange business day. Furthermore, trading takes place
in various foreign markets on days which are not business days for the Exchange
and on which the Funds' net asset value are not calculated. Each Fund calculates
net asset value per Share, and therefore effects sales and redemptions of its
Shares, as of the close of the 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 these
foreign securities, they will be valued at fair market value as determined by
the Managers and approved in good faith by the Board of Trustees.

Generally, trading in corporate bonds, U.S. government securities and Money
Market Instruments is substantially completed each day at various times prior to
the scheduled close of the Exchange. The value of these securities used in
computing the net asset value of the Funds' shares is determined as of such
times. Occasionally, events affecting the values of such securities may occur
between the times at which they are determined and the scheduled close of the
Exchange which will not be reflected in the computation of the Funds' net asset
values. If events materially affecting the values of these securities occur
during such period, then the securities will be valued at their fair value as
determined in good faith by the Board.

Other securities for which market quotations are readily available are valued at
the current market price, which may be obtained from a pricing service, based on
a variety of factors including recent trades, institutional size trading in
similar types of securities (considering yield, risk and maturity) and/or
developments related to specific issues. Securities and other assets for which
market prices are not readily available are valued at fair value as determined
following procedures approved by the Board. With the approval of the Board of
Trustees, the Fund may utilize a pricing service, bank or securities dealer to
perform any of the above described functions.

All Money Market Instruments owned by Funds other than the Money Market Fund are
valued at current market, as discussed above. Money Market Fund The net asset
value per share of the Fund is calculated by adding the value of all securities
and other assets in the Fund's portfolio (i.e., share of the Portfolio),
deducting the Fund's liabilities, and dividing by the number of shares
outstanding.

The valuation of the Fund's portfolio securities (including any securities held
in the segregated account maintained for when-issued securities) is based upon
their amortized cost, which does not take into account unrealized capital gains
or losses. This involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in calculation, it may
result in periods during which value, as determined by amortized cost, is higher
or lower than the price the Fund would receive if it sold the instrument. During
periods of declining interest rates, the daily yield on shares of the Fund
computed as described above may tend to be higher than a like computation made
by a fund with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
Fund would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing investors in
the Fund would receive less investment income. The opposite would apply in a
period of rising interest rates.

The Fund's use of amortized cost which facilitates the maintenance of the Fund's
per share net asset value of $1.00 is permitted by a Rule adopted by the SEC.
Pursuant to this rule the Fund must adhere to certain conditions. The Fund must
maintain a dollar-weighted average portfolio maturity of 90 days or less, only
purchase instruments having remaining maturities of 397 calendar days or less,
and invest only in those U.S. dollar-denominated instruments that the Board of
Trustees determines present minimal credit risks and which are, as required by
the federal securities laws, rated in one of the two highest rating categories
as determined by nationally recognized statistical rating agencies, instruments
deemed comparable in quality to such rated instruments, or instruments, the
issuers of which, with respect to an outstanding issue of short-term debt that
is comparable in priority and protection, have received a rating within the two
highest categories of nationally recognized statistical rating agencies.
Securities subject to floating or variable interest rates with demand features
in compliance with applicable rules of the SEC may have stated maturities in
excess of one year. The trustees have established procedures designed to
stabilize, to the extent reasonably possible, the Fund's price per share as
computed for the purpose of sales and redemptions at $1.00. These procedures
include review of the Fund's portfolio holdings by the trustees, at such
intervals as they may deem appropriate, to determine whether the Fund's net
asset value calculated by using available market quotations deviates from $1.00
per share based on amortized cost. The extent of any deviation will be examined
by the trustees. If such deviation exceeds 1/2 of 1%, the trustees will promptly
consider what action, if any, will be initiated. In the event the trustees
determine that a deviation exists which may result in material dilution or other
unfair results to investors or existing shareholders, they will take such
corrective action as they regard as necessary and appropriate, which may include
the sale of portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity, withholding dividends,
redemptions of shares in kind, or establishing a net asset value per share by
using available market quotations.

Additional Information
- -------------------------------------------------------------------------------

Additional Information Regarding Taxation
As stated in the Prospectus, each Fund intends to be treated as a regulated
investment company under Subchapter M of the Code.

Any Fund's investment in options, futures contracts and forward contracts,
including transactions involving actual or deemed short sales or foreign
exchange gains or losses are subject to many complex and special tax rules. For
example, over-the-counter options on debt securities and equity options,
including options on stock and on narrow-based stock indexes, will be subject to
tax under Section 1234 of the Code, generally producing a long-term or
short-term capital gain or loss upon exercise, lapse, or closing out of the
option or sale of the underlying stock or security. By contrast, the Fund
treatment of certain other options, futures and forward contracts entered into
by a Fund is generally governed by Section 1256 of the Code. These "Section
1256" positions generally include listed options on debt securities, options on
broad-based stock indexes, options on securities indexes, options on futures
contracts, regulated futures contacts and certain foreign currency contacts and
options thereon.

Absent a tax election to the contrary, each such Section 1256 position held by a
Fund will be marked-to-market (i.e., treated as if it were sold for fair market
value) on the last business day of the Fund's fiscal year, and all gain or loss
associated with fiscal year transactions and mark-to-market positions at fiscal
year end (except certain foreign currency gain or loss covered by Section 988 of
the Code) will generally be treated as 60% long-term capital gain or loss and
40% short-term capital gain or loss. The effect of Section 1256 mark-to-market
rules may be to accelerate income or to convert what otherwise would have been
long-term capital gains into short-term capital gains or short-term capital
losses into long-term capital losses within the Fund. The acceleration of income
on Section 1256 positions may require the Fund to accrue taxable income without
the corresponding receipt of cash. In order to generate cash to satisfy the
distribution requirements of the Code, the Fund may be required to dispose of
portfolio securities that it otherwise would have continued to hold or to use
cash flows from other sources such as the sale of Fund shares. In these ways,
any or all of these rules may affect both the amount, character and timing of
income distributed to shareholders by the Fund.

When a Fund holds an option or contract which substantially diminishes the
Fund's risk of loss with respect to another position of the Fund (as might occur
in some hedging transactions), this combination of positions could be treated as
a "straddle" for tax purposes, resulting in possible deferral of losses,
adjustments in the holding periods of Fund securities and conversion of
short-term capital losses into long-term capital losses. Certain tax elections
exist for mixed straddles (i.e., straddles comprised of at least one Section
1256 position and at least one non-Section 1256 position) which may reduce or
eliminate the operation of these straddle rules.

In order for a Fund to qualify as a regulated investment company, at least 90%
of the Fund's annual gross income must consist of dividends, interest and
certain other types of qualifying income, and no more than 30% of its annual
gross income may be derived from the sale or other disposition of securities or
certain other instruments held for less than 3 months. Foreign exchange gains,
derived by a Fund with respect to the Fund's business investing in stock or
securities, or options or futures with respect to such stock or securities
constitute income for purposes of this 90% limitation.

Currency speculation or the use of currency forward contracts or other currency
instruments for non-hedging purposes may generate gains deemed to be not
directly related to a Fund's principal business of investing in stock or
securities and related options or futures. Under current law,
non-directly-related gains arising from foreign currency positions or
instruments held for less than 3 months are treated as derived from the
disposition of securities held less than 3 months in determining the Fund's
compliance with the 30% limitation. The Funds will limit their activities
involving foreign exchange gains to the extent necessary to comply with these
requirements.

The federal income tax treatment of interest rate and currency swaps is unclear
in certain respects and may in some circumstances result in the realization of
income not qualifying under the 90% test described above or be deemed to be
derived from the disposition of securities held less than three months in
determining a Fund's compliance with the 30% limitation. The Funds will limit
their interest rate and currency swaps to the extent necessary to comply with
these requirements.

If a Fund owns shares in a foreign corporation that constitutes a "passive
foreign investment company" (a "PFIC") for federal income tax purposes and the
Fund does not elect to treat the foreign corporation as a "qualified electing
fund" within the meaning of the Code, the Fund may be subject to U.S. federal
income on a portion of any "excess distribution" it receives from the PFIC or
any gain it derives from the disposition of such shares, even if such income is
distributed as a taxable dividend by the Fund to its U.S. shareholders. The Fund
may also be subject to additional interest charges in respect of deferred taxes
arising from such distributions or gains. Any federal income tax paid by a Fund
as a result of its ownership on shares of a PFIC will not give rise to a
deduction or credit to the Fund or to any shareholder. A PFIC means any foreign
corporation if, for the taxable year involved, either (i) it derives at least 75
percent of its income from "passive income" (including, but not limited to,
interest, dividends, royalties, rents and annuities), or (ii) on average, at
least 50 percent of the value (or adjusted basis, if elected) of the assets held
by the corporation produce "passive income." On April 1, 1992, proposed U.S.
Treasury regulations were issued regarding a special mark-to-market election for
regulated investment companies. Under these regulations, the annual
mark-to-market gain, if any, on shares held by a Fund in a PFIC would be treated
as an excess distribution received by the Fund in the current year, eliminating
the deferral and the related interest charge. Such excess distribution amounts
are treated as ordinary income, which the Fund will be required to distribute to
shareholders even though the Fund has not received any cash to satisfy this
distribution requirement. These regulations would be effective for taxable years
ending after the promulgation of the proposed regulations as final regulations.

How the Trust Measures Performance

From time to time, the "yield" and "effective yield" of the Money Fund may be
advertised. Both yield figures will be based on historical earnings and are not
intended to indicate future performance. The "yield" of the Money Fund refers to
the income generated by an investment in the Money Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Money
Fund is assumed to be reinvested. The "effective yield" will be slightly higher
than the "yield" because of the compounding effect of this assumed reinvestment.

From time to time, the current yields and total returns of the other Funds may
be published in advertisements and communications to Contract Owners. The
current yield for each Fund will be calculated by dividing the annualization of
the income earned by the Fund during a recent 30-day period by the net asset
value per share at the end of such period. Total return information will include
the Fund's average annual compounded rate of return over the most recent four
calendar quarters and the period from the Fund's inception of operations, based
upon the value of the shares acquired through a hypothetical $1,000 investment
at the beginning of the specified period and the net asset or redemption value
of such shares at the end of the period, assuming reinvestment of all
distributions at net asset value. Aggregate and average total return information
for each Fund over different periods of time may also be advertised.

A distribution rate for each Fund may also be published in Contract Owners
communications preceded or accompanied by a copy of the Funds' current
Prospectus. The current distribution rate for a Fund will be calculated by
dividing the annualization of the total distributions made by that Fund during
the most recent preceding fiscal quarter by the net asset value per share at the
end of such period. The current distribution rate may differ from current yield
because the distribution rate will be for a different period of time and may
contain items of capital gain and other items of income, while current yield
reflects only earned income. Uniformly computed yield and total return figures
for each Fund will also be published along with publication of its distribution
rate.

In each case, the yield, distribution rates and total return figures will
reflect all recurring charges against that Fund's income, including mortality
and expense guarantees and other insurance-related administrative charges (which
may be pro-rated as appropriate) for the applicable time period. In addition,
yield or total return performance information computed on a different basis may
be advertised or presented. Investors should note that the investment results of
each Fund will fluctuate over time, and any presentation of a Fund's current
yield, distribution rate or total return for any prior period should not be
considered as a representation of what an investment may earn or what an
investor's yield, distribution rate or total return may be in any future period.
Hypothetical performance information may also be prepared for sales literature
or advertisements. See "Performance Data" in the appropriate insurance company
separate account prospectus and "Calculation of Performance Data" in the
appropriate insurance company separate account SAI.

Miscellaneous Information
The organizational expenses of certain series of the Trust are being amortized
on a straight line basis over a period of five years from the commencement of
the offering of any such Fund's shares. Contract owners allocating payments to
shares of a Fund after the effective date of the Trust's Registration Statement
under the Securities Act of 1933 will be bearing such expenses during the
amortization period only as such charges are accrued daily against the
investment income of that Fund.

As of March 31, 1997, Allianz Life Variable Account A, Allianz Life Variable
Account B and Preferred Life Variable Account C owned, .13%, 92.25%, and 7.62%
respectively, of the issued and outstanding shares of the Trust.

Contract owners will be informed of each Fund's progress through periodic
reports. Financial statements certified by independent public auditors will be
available at least annually.

Employees of Resources or its subsidiaries who are access persons under the 1940
Act are permitted to engage in personal securities transactions subject to the
following general restrictions and procedures: (i) the trade must receive
advance clearance from a compliance officer and must be completed within 24
hours after clearance; (ii) copies of all brokerage confirmations must be sent
to a 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; and (iii) access persons involved in preparing and making
investment decisions must, in addition to (i) and (ii) above, file annual
reports of their securities holdings each January and 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.

The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Declaration of Trust also provides for indemnification and reimbursement of
expenses out of each Fund's assets for any shareholder held personally liable
for obligations of that Fund or the Trust. The Declaration of Trust provides
that the Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of a Fund or the Trust and shall
satisfy any judgment thereon. All such rights are limited to the assets of the
Fund of which a shareholder holds shares. The Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which both inadequate insurance exists and the Fund itself is unable to meet
its obligations.

The Trust is registered with the SEC as a management investment company. Such
registration does not involve supervision of the management or policies of the
Funds by the SEC. The Prospectus and this Statement of Additional Information
omit certain of the information contained in the Registration Statement filed
with the SEC, copies of which may be obtained from the SEC upon payment of the
prescribed fee.

Fund Similarity

The investment objectives and policies of certain Funds are similar but not
identical to those of certain public Franklin Templeton Funds indicated in the
table below. Because of differences in portfolio size, the investments held, the
timing of purchases of similar investments, cash flows, minor differences in
certain investment policies, insurance product related tax diversification
requirements, state insurance regulations, and additional administrative and
insurance costs associated with insurance company separate accounts, the
investment performance of the Franklin Valuemark Funds will differ from the
performance of the corresponding Franklin Templeton Funds.

Franklin Valuemark Funds Franklin Templeton Funds
- ------------------------------------------------------------------------------
Franklin Custodian Funds, Inc.:
Capital Growth Fund - Growth Series
High Income Fund AGE High Income Fund, Inc.

Franklin Custodian Funds, Inc.:
Income Securities Fund - Income Series
Money Market Fund Franklin Money Fund
Franklin Mutual Series Fund Inc.:
Mutual Shares Securities Fund Mutual Shares Fund
Mutual Discovery Securities Fund Mutual Discovery Fund
Franklin Strategic Series:
Natural Resources Fund -Franklin Natural Resources Fund
(formerly Precious Metals Fund)
Franklin Real Estate Securities Trust:
Real Estate Securities Fund - Franklin Real Estate Securities Fund
Franklin Managed Trust:
Rising Dividends Fund - Franklin Rising Dividends Fund
Franklin Strategic Series:
Small Cap Fund - Franklin Small Cap Growth Fund
Templeton Developing Markets Equity Fund Templeton Developing Markets Trust
Templeton Variable Products Series
Fund:
Templeton Global Asset Allocation Fund - Templeton Asset Allocation Fund
Templeton Global Growth Fund Templeton Growth Fund, Inc.

Franklin Investors Securities Trust:
Templeton Global Income Securities Fund -
Franklin Global Government Income Fund
Franklin Templeton International
Trust:
Templeton Pacific Growth Fund - Templeton Pacific Growth Fund
Franklin Custodian Funds, Inc.:
U.S. Government Securities Fund U.S. Government Securities Series

Financial Statements
- -------------------------------------------------------------------------------

The audited financial statements contained in the Trust's Annual Report for the
fiscal year ended December 31, 1996, including the auditor's report, are
incorporated herein by reference.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

===========================================================================================================================
Statement of Investments in Securities and Net Assets, March 31, 1997 (unaudited)

Value
- ---------------------------------------------------------------------------------------------------------------------------
Shares Mutual Shares Securities Fund (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks63.9%

Aerospace1.9%
12,000 General Motors Corp., Class H............................................... $ 651,000
75,000 aLoral Space & Communications............................................... 1,059,375
6,500 McDonnell Douglas Corp. .................................................... 396,500
- ---------------------------------------------------------------------------------------------------------------------------
2,106,875
- ---------------------------------------------------------------------------------------------------------------------------
Banking.2%
3,500 Standard Federal Bancorporation Inc. ....................................... 203,000
- ---------------------------------------------------------------------------------------------------------------------------
Chemicals2.5%
10,800 cBASF AG ................................................................... 414,064
2,000 cDSM NV .................................................................... 201,978
35,000 Olin Corp................................................................... 1,391,250
10,000 Rohm & Haas Co. ............................................................ 748,750
- ---------------------------------------------------------------------------------------------------------------------------
2,756,042
- ---------------------------------------------------------------------------------------------------------------------------
Communications4.3%
100,000 a360 Communications Company ................................................ 1,725,000
20,000 A T & T Corp. .............................................................. 695,000
618 aCS Wireless Inc. .......................................................... 6
15,000 Sprint Corp................................................................. 682,500
40,000 Telephone & Data Systems Inc................................................ 1,535,000
- ---------------------------------------------------------------------------------------------------------------------------
4,637,506
- ---------------------------------------------------------------------------------------------------------------------------
Computer & Electronics Equipment1.7%
64,400 aImation Corp............................................................... 1,610,000
4,000 Xerox Corp.................................................................. 227,500
- ---------------------------------------------------------------------------------------------------------------------------
1,837,500
- ---------------------------------------------------------------------------------------------------------------------------
Conglomorates6.0%
35,000 aAmerican Standard Companies Inc............................................ 1,575,000
130,000 cBTR PLC.................................................................... 569,913
22,500 Harcourt General, Inc....................................................... 1,046,250
5,000 aInvestor AB, B Shares...................................................... 234,874
16,000 Lagardere S.C.A............................................................. 518,657
50,000 Morton International Inc.................................................... 2,112,500
- ---------------------------------------------------------------------------------------------------------------------------
6,057,194
- ---------------------------------------------------------------------------------------------------------------------------
Construction0.5%
20,000 Martin Marietta Materials Inc............................................... 515,000
- ---------------------------------------------------------------------------------------------------------------------------
Consumer Products & Services5.0%
6,000 American Brands, Inc........................................................ 303,750
50,000 B.A.T. Industries PLC....................................................... 426,468
50,000 Black & Decker Corp......................................................... 1,606,250
50,000 Tupperware Corp............................................................. 1,675,000
45,000 RJR Nabisco Holdings Corp. ................................................. 1,451,250
- ---------------------------------------------------------------------------------------------------------------------------
5,462,718
- ---------------------------------------------------------------------------------------------------------------------------
Entertainment & Media3.3%
20,000 Comcast Corp., Class A...................................................... 337,500
40,000 Hilton Hotels Corp.......................................................... 970,000
25,000 aITT Corp................................................................... 1,471,875
45,000 aU.S. West, Inc. Media Group................................................ 838,125
- ---------------------------------------------------------------------------------------------------------------------------
3,617,500
- ---------------------------------------------------------------------------------------------------------------------------
Financial Services6.0%
50,000 Advanta Corp., B ........................................................... 1,293,750
35,000 Ahmanson H.F. & Co.......................................................... 1,277,500
Financial Services (cont.)
2,000 Beneficial Corp............................................................. $ 129,250
30,000 California Financial Holding Corp........................................... 870,000
22,500 Compagnie de Suez SA........................................................ 1,165,776
15,000 Marsh & McLennan Cos. Inc................................................... 1,698,750
34,300 Mercury Finance Company..................................................... 90,038
- ---------------------------------------------------------------------------------------------------------------------------
6,525,064
- ---------------------------------------------------------------------------------------------------------------------------
Food & Beverage2.1%
103,000 cCadbury Schweppes PLC...................................................... 914,953
3,000 Heineken Holding NV......................................................... 452,691
25,000 Quaker Oats Co.............................................................. 912,500
- ---------------------------------------------------------------------------------------------------------------------------
2,280,144
- ---------------------------------------------------------------------------------------------------------------------------
Health & Personal Care2.2%
30,000 aApria Healthcare Group Inc. ............................................... 543,750
24,000 aBeverly Enterprises, Inc. ................................................. 342,000
6,900 aFoundation Health Corp..................................................... 251,850
25,000 aHealthsource Inc. ......................................................... 512,500
1,500 aHealth Systems International Inc., A ...................................... 42,188
15,000 aMid-Atlantic Medical Services, Inc. ....................................... 202,500
20,000 aTenet HealthCare Corp. .................................................... 492,500
- ---------------------------------------------------------------------------------------------------------------------------
2,387,288
- ---------------------------------------------------------------------------------------------------------------------------
Industrial3.6%
19,000 Federal Mogul Corp. ........................................................ 467,875
75,000 ITT Industries Inc. ........................................................ 1,678,125
280,000 a,cLucasVarity PLC ......................................................... 902,780
30,000 aNew Holland NV............................................................. 667,500
7,800 aOwens-Illinois, Inc. ...................................................... 192,075
- ---------------------------------------------------------------------------------------------------------------------------
3,908,355
- ---------------------------------------------------------------------------------------------------------------------------
Insurance5.0%
25,000 20th Century Industries..................................................... 437,500
2,550 aAlleghany Corp. ........................................................... 531,675
25,000 AON Corp. .................................................................. 1,531,250
41,206 Argonaut Group, Inc. ....................................................... 1,153,768
7,500 Home Beneficial Corp., Class B.............................................. 285,938
20,000 ITT Hartford Group, Inc. ................................................... 1,442,500
3,000 Selective Insurance Group, Inc. ............................................ 124,500
- ---------------------------------------------------------------------------------------------------------------------------
5,507,131
- ---------------------------------------------------------------------------------------------------------------------------
Metals1.4%
25,000 LTV Corp. .................................................................. 315,625
20,000 Reynolds Metals Co. ....................................................... 1,240,000
- ---------------------------------------------------------------------------------------------------------------------------
1,555,625
- ---------------------------------------------------------------------------------------------------------------------------
Natural Resources4.5%
50,000 Ashland Inc. ............................................................... 2,012,500
20,000 Bowater Inc. .............................................................. 777,500
29,300 Saga Petroleum A/S, B Shares ............................................... 457,979
26,100 Shell Transport & Trading Co. .............................................. 466,056
11,500 Societe Elf Aquitane SA .................................................... 1,181,851
- ---------------------------------------------------------------------------------------------------------------------------
4,895,886
- ---------------------------------------------------------------------------------------------------------------------------
Printing & Publishing9.5%
30,000 Belo (AH) Corp. ............................................................ 1,110,000
25,300 Daily Mail & General Trust PLC, Class A .................................... 681,506
Printing & Publishing (cont.)
40,000 Dow Jones & Co. Inc......................................................... $ 1,625,000
14,000 Dun & Bradstreet Corp....................................................... 355,250
35,000 Houghton Mifflin Co. ....................................................... 1,890,000
15,000 Knight-Ridder, Inc. ........................................................ 598,125
500 aPeoples Choice TV Corp. ................................................... 200,000
60,000 Scripps (EW) Co., Class A .................................................. 1,957,500
50,000 United News & Media PLC .................................................... 618,934
40,000 aViacom Inc., Class B ...................................................... 1,325,000
- ---------------------------------------------------------------------------------------------------------------------------
10,361,315
- ---------------------------------------------------------------------------------------------------------------------------
Retail1.5%
44,000 Dillard Department Stores Inc., Class A .................................... 1,386,000
4,000 aVons Companies Inc. ....................................................... 259,000
- ---------------------------------------------------------------------------------------------------------------------------
1,645,000
- ---------------------------------------------------------------------------------------------------------------------------
Transportation2.7%
15,000 Burlington Northern Santa Fe Corp. ......................................... 1,110,000
18,000 General Motors Corp. ....................................................... 996,750
8,000 Ryder Systems, Inc. ........................................................ 234,000
14,300 XTRA Corp. ................................................................. 591,663
- ---------------------------------------------------------------------------------------------------------------------------
2,932,413
- ---------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $70,637,597) ............................... 69,191,556
- ---------------------------------------------------------------------------------------------------------------------------
Options.2%
120 a,dCityscape Financial Corp., January/20/Call (Cost $240,000) .............. 202,350
- ---------------------------------------------------------------------------------------------------------------------------
Total Common Stocks & Options (Cost $70,877,597) ..................... 69,393,906
- ---------------------------------------------------------------------------------------------------------------------------
Face
Amount
- ---------------------------------------------------------------------------------------------------------------------------
Corporate Bonds and Notes4.7%
$ 700,000 bAsia Pulp & Paper Co. Ltd., 12/29/49 ...................................... 672,000
1,650,000 CAI Wireless Systems Inc., 12.25%, 9/15/02 ................................. 800,250
2,250,000 CS Wireless Inc., 0%, 3/01/01 .............................................. 720,000
100,000 Comcast Cellular, 3/5/00.................................................... 73,500
200,000 Consorcio G. Grupo Dina SA de CV, 8.0%, 8/8/04 ............................. 154,000
175,000 Consorcio G Grupo Dina SA, 11/15/02 ........................................ 149,625
950,000 Delco Remy International, 11.50%, 7/31/04 .................................. 959,500
1,400,000 Heartland Wireless Communications Inc., 14.00%, 10/15/04 ................... 665,000
250,000 Sassco, 12.75%, 02/15/05 ................................................... 250,000
700,000 bUniforet Inc., 11.125, 10/15/06 ........................................... 633,500
- ---------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds & Notes (Cost $5,123,750) ...................... 5,077,375
- ---------------------------------------------------------------------------------------------------------------------------
Bonds and Notes In Reorganizations1.3%
100,000 Dow Corning Corp., Bank Debt #1............................................. 118,000
XEU 84,000 Eurotunnel Jr. Credit Facility, Tranche B................................... 45,043
GBP 1,540,000 Eurotunnel Jr. Credit Facility, Tranche B................................... 1,165,324
27,256 Mercury Finance Co., 3/17/47 ............................................... 25,689
12,389 Mercury Finance Co., 4/11/47 ............................................... 11,677
34,689 Mercury Finance Co., 4/18/47 ............................................... 32,694
19,822 Mercury Finance Co., 4/22/47 ............................................... 18,682
29,734 Mercury Finance Co., 4/24/47 ............................................... 28,024
- ---------------------------------------------------------------------------------------------------------------------------
Total Bonds & Notes in Reorganizations (Cost $1,244,649) ............. 1,445,133
- ---------------------------------------------------------------------------------------------------------------------------

U.S. Government Agency Discount Notes
Federal Home Loan Bank System,
$2,000,000 5.22%, 4/02/97 .......................................................... $ 1,999,698
2,500,000 5.19%, 4/10/97 .......................................................... 2,496,600
3,500,000 5.14%, 4/23/97 .......................................................... 3,488,366
Federal Home Loan Mortgage Corp.,
1,000,000 5.21%, 4/07/97 .......................................................... 999,093
1,500,000 5.18%, 4/14/97 .......................................................... 1,497,052
3,000,000 5.20%, 4/15/97 .......................................................... 2,993,652
1,500,000 5.40%, 4/18/97 .......................................................... 1,496,146
2,500,000 5.35%, 4/21/97 .......................................................... 2,492,445
Federal National Mortgage Association,
2,000,000 5.21%, 5/02/97 .......................................................... 1,990,632
1,000,000 5.26%, 5/13/97 .......................................................... 993,653
1,000,000 5.21%, 5/15/97 .......................................................... 993,351
3,500,000 5.47%, 6/03/97 .......................................................... 3,466,495
1,500,000 U. S. Treasury Bill, 5.16%, 4/17/97 ........................................ 1,496,480
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Government & Government Agency Obligations
- ---------------------------------------------------------------------------------------------------------------------------
(Cost $26,402,209) .................................................. 26,403,663
- ---------------------------------------------------------------------------------------------------------------------------
eReceivable from Repurchase Agreements6.0% (cost $6,500,000)
6,512,681 Merrill Lynch & Co., Inc., 5.75%, 4/01/97, (Maturity Value $6,501,038)
Collateral: U.S. Treasury Notes, 6.50%, 4/30/99 ........................... 6,500,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Investments100.4% (Cost $110,148,205) ...................... $108,820,077
Liabilities in Excess of Other Assets, Net(0.4%) ................. (482,722)
- ---------------------------------------------------------------------------------------------------------------------------
Net Assets100.0% ................................................. $108,337,355
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------

At March 31, 1997, the net unrealized depreciation based on the cost of
investments for income tax purposes of $110,148,205 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost .............................. $ 2,347,408
Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value .............................. (3,675,536)
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation .............................................. $ (1,328,128)
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------

Currency Type Abbreviations:
Principal amount is stated in United States dollars unless otherwise noted.

XEU - Euro curreny unit
GBP - British pound

aNon-income producing.

bPurchased in private placement transaction; resale may only be to qualified institutional buyers.

cSecurities traded in foreign currency and valued in U.S. dollars.

dSee Note 2 regarding restricted securities.

eFace amount for repurchase agreements is for the underlying collateral.

The accompanying notes are an integral part of these financial statements.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

Value
- ---------------------------------------------------------------------------------------------------------------------------
Shares Mutual Discovery Securities Fund (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks75.1%...........................................................
Banking1.7%
12,000 Long Island Bancorp Inc. .................................................... $ 396,750
33,000 National Westminster Bank PLC .............................................. 372,668
1,500 aStandard Federal Bancorporation Inc. ....................................... 87,000
6,200 Union Planters Corp. ........................................................ 251,875
- ---------------------------------------------------------------------------------------------------------------------------
1,108,293
- ---------------------------------------------------------------------------------------------------------------------------
Chemicals4.5%
30,000 AGA A.B. ................................................................... 453,825
5,900 cBASF AG ................................................................... 226,201
9,100 aBush Boake Allen Inc. ...................................................... 234,325
15,000 aChemfirst Inc. ............................................................. 318,750
125,000 Inspec Group PLC ............................................................ 384,520
60,000 Laporte PLC ................................................................. 694,851
15,000 Olin Corp. .................................................................. 596,250
- ---------------------------------------------------------------------------------------------------------------------------
2,908,722
- ---------------------------------------------------------------------------------------------------------------------------
Communications 3.3%
10,000 A T & T Corp. ............................................................... 347,500
20,000 aCellular Communications International Inc. ................................. 555,000
309 aCS Wireless Inc. ........................................................... 3
1,800 GN Great Nordic Ltd. ........................................................ 188,442
25,000 aMetromedia International Group Inc. ........................................ 217,187
18,000 NV Holdingsmij De Telegraaf ................................................. 388,707
500 aPeoples Choice TV Corp. .................................................... 200,000
19,500 aUnited States Satelite Broadcasting Co. Inc., A ............................ 209,625
- ---------------------------------------------------------------------------------------------------------------------------
2,106,464
- ---------------------------------------------------------------------------------------------------------------------------
Computer & Electronic Equipment5.6%
20,000 aAmphenol Corp., A .......................................................... 500,000
5,000 aDynatech Corp. ............................................................. 150,000
20,000 Harman International Industries Inc ......................................... 670,000
20,000 aImation Corp. .............................................................. 500,000
20,000 aIntuit Inc. ................................................................ 465,000
48,000 Medic Computer Systems Inc .................................................. 768,000
32,400 aNBS Technologies Inc. ...................................................... 84,262
8,800 Spectra Physics A.B. ........................................................ 169,322
12,500 Tecnost Mael SPA ............................................................ 28,190
14,500 aWang Labs Inc. ............................................................. 257,375
- ---------------------------------------------------------------------------------------------------------------------------
3,592,149
- ---------------------------------------------------------------------------------------------------------------------------
Congolmerates 9.4%
48,000 cBTR PLC .................................................................... 210,429
4,970 Christian Dior .............................................................. 761,279
280 a,cCie Financiere Richemont AG, A ........................................... 371,061
15,000 Custos AB, Ord A ............................................................ 346,340
14,600 Custos AB, Ord B ............................................................ 331,292
2,600 cEmpire Co. Ltd., A ......................................................... 28,456
46,000 Errce AB .................................................................... 482,222
461 Financiere Et Industrielle Gaz Et Eaux SA ................................... 206,750
33,750 cHanson PLC ................................................................. 158,784
10,000 Harcourt General Inc. ....................................................... 465,000
60,000 Hogg Robinson PLC ........................................................... 193,946
3,000 a,cInvestor AB, B ........................................................... 140,925
13,000 a,cKinnevik AB, B ........................................................... 363,989
9,000 cLagardere Sca .............................................................. 291,745
317 Montaigne Participations Et Geston Sa ....................................... 118,850
Congolmerates (cont.)
8,300 Ste Generale de Belgique S.A. ............................................... $ 722,631
600 Sulzer Gebruder AG .......................................................... 396,104
43,000 cTomkins PLC ................................................................ 192,754
40,000 TT Group PLC................................................................. 233,591
- ---------------------------------------------------------------------------------------------------------------------------
6,016,148
- ---------------------------------------------------------------------------------------------------------------------------
Construction2.1%
6,600 Cubiertas y Mzov SA ......................................................... 677,869
1,500 Hollandsche Beton Groep NV .................................................. 342,318
5,200 Martin Marietta Materials Inc. .............................................. 133,900
3,500 Skanska AB, B ............................................................... 159,303
- ---------------------------------------------------------------------------------------------------------------------------
1,313,390
- ---------------------------------------------------------------------------------------------------------------------------
Consumer Products & Services1.0%
16,000 cBAT Industries PLC ......................................................... 136,470
8,000 Esselte AB, A ............................................................... 190,022
2,600 Sophus Berendsen, B ......................................................... 341,367
- ---------------------------------------------------------------------------------------------------------------------------
667,859
- ---------------------------------------------------------------------------------------------------------------------------
Entertainment & Media3.6%
6,000 Comcast Corp., A ............................................................ 101,250
23,000 cEMI Group PLC............................................................... 421,862
800 a,cPathe SA ................................................................. 205,183
278,000 Shaw Brothers (HK) Ltd., .................................................... 287,016
23,700 aU.S. West Media Group....................................................... 441,413
34,300 aYoung Broadcasting Corp., A ................................................ 827,488
- ---------------------------------------------------------------------------------------------------------------------------
2,284,212
- ---------------------------------------------------------------------------------------------------------------------------
Financial Services2.7%
20,000 Advanta Corp., B ............................................................ 517,500
19,500 aCerus-Cie European Reunies SA .............................................. 484,504
12,100 a,cCompagnie de Suez SA...................................................... 626,928
8,000 aSPS Transaction Services Inc. .............................................. 128,000
- ---------------------------------------------------------------------------------------------------------------------------
1,756,932
- ---------------------------------------------------------------------------------------------------------------------------
Food & Beverages1.5%
55,000 cCadbury Schweppes PLC ...................................................... 488,567
10,000 RJR Nabisco Holdings Corp. .................................................. 322,500
15,000 aSardus AB .................................................................. 149,284
- ---------------------------------------------------------------------------------------------------------------------------
960,351
- ---------------------------------------------------------------------------------------------------------------------------
Healthcare3.9%
30,000 aApria Healthcare Group Inc.................................................. 543,750
4,000 aBeverly Enterprises ........................................................ 57,000
3,200 aFoundation Health Corp. .................................................... 116,800
50,000 Grancare Inc. Delaware....................................................... 425,000
5,000 aMid-Atlantic Medical Services .............................................. 67,500
50,000 aSummit Care Corp............................................................ 668,750
9,700 aTenet Healthcare Corp. ..................................................... 238,862
5,000 aVencor Inc. ................................................................ 189,375
9,560 aVitalink Pharmacy Services Inc. ............................................ 192,395
- ---------------------------------------------------------------------------------------------------------------------------
2,499,432
- ---------------------------------------------------------------------------------------------------------------------------
Industrial9.1%
19,500 cAker RGI ASA, A ............................................................ 523,780
38,700 Aker RGI ASA, B ............................................................. 969,027
50,000 Charter PLC ................................................................. 655,947
Industrial (cont.)
1,561 Compagnie Generale D' Industrie Et de Participati ........................... $ 480,992
10,000 Federal Mogul Corp. ......................................................... 246,250
8,000 Generale des Etablissements Michelin SA, B .................................. 476,623
15,000 Greenfield Industries Inc. .................................................. 328,125
20,000 Kennametal Inc. ............................................................. 725,000
180,000 aLucasVarity PLC............................................................. 580,359
5,800 Lyonnais Des Eaux Dumez ..................................................... 593,998
2,000 Marine Wendel ............................................................... 227,981
- ---------------------------------------------------------------------------------------------------------------------------
5,808,082
- ---------------------------------------------------------------------------------------------------------------------------
Insurance4.1%
2,500 20th Century Industries ..................................................... 43,750
1,020 Alleghany Corp. (Del) ....................................................... 212,670
18,700 Arthur J Gallagher Co. ...................................................... 614,763
1,000 cAxa-UAP SA ................................................................. 66,310
3,000 Home Beneficial Corp., B .................................................... 114,375
200,000 Istituto Nazionale Delle Assicurazioni SPA, INA ............................. 270,145
5,000 Pohjola Insurance Co. Ltd., A................................................ 137,683
24,100 PXRE Corp.................................................................... 617,563
2,000 Reliable Life Insurance Co., A .............................................. 151,000
8,900 SCOR......................................................................... 363,799
5,000 aSuperior National Insurance Group Inc....................................... 60,625
- ---------------------------------------------------------------------------------------------------------------------------
2,652,683
- ---------------------------------------------------------------------------------------------------------------------------
Investment Companies0.7%
950 Ste Eurafrance............................................................... 448,054
- ---------------------------------------------------------------------------------------------------------------------------
Metals0.2%
16,000 aWHX Corp. .................................................................. 108,000
- ---------------------------------------------------------------------------------------------------------------------------
Natural Resources6.3%
400,000 bAsia Pulp & Paper Co. Ltd., 12/29/49 ....................................... 384,000
37,000 a,bBouygues Offshore SA, ADR ................................................ 476,375
27,000 aEnergy Group PLC............................................................ 226,073
17,000 Enserch Corp. ............................................................... 348,500
36,000 aPacific Forest Products Ltd. ............................................... 631,967
16,600 aSaga Petroleum AS, B ....................................................... 259,469
14,800 cShell Transport & Trading Co. PLC .......................................... 264,277
6,550 cSociete Elf Aquitane SA .................................................... 673,141
15,000 aUnited Meridian Corp. ...................................................... 451,875
20,000 aWascana Energy Inc. ........................................................ 297,634
- ---------------------------------------------------------------------------------------------------------------------------
4,013,311
- ---------------------------------------------------------------------------------------------------------------------------
Printing & Publishing5.4%
20,000 Dow Jones & Co. Inc. ........................................................ 812,500
4,800 Dun & Bradstreet Corp. ...................................................... 121,800
50,000 Midland Independent Newspaper ............................................... 120,497
1,148,000 Mirror Group PLC............................................................. 392,801
75,000 aNational Processing Inc. ................................................... 600,000
40,600 a,cPearson PLC .............................................................. 486,879
50,000 cSoutham Inc. ............................................................... 713,383
18,500 cUnited News & Media PLC..................................................... 229,006
- ---------------------------------------------------------------------------------------------------------------------------
3,476,866
- ---------------------------------------------------------------------------------------------------------------------------
Real Estate0.9%
31,000 First Union Real Estate Equity & Mtg. Investments, SBI ...................... 410,750
6,900 Santa Anita Realty Enterprises Inc. ......................................... 188,025
- ---------------------------------------------------------------------------------------------------------------------------
598,775
- ---------------------------------------------------------------------------------------------------------------------------
Retail4.2%
10,000 aDesigner Holding Ltd........................................................ $ 78,750
20,000 aFootstar Inc. .............................................................. 592,500
50,000 Gendis Inc., A .............................................................. 402,745
21,900 aOstasiatiske Kompagni ...................................................... 572,315
30,800 Sears Canada Inc. ........................................................... 294,817
42,400 cVendome Luxury Group PLC ................................................... 353,275
15,000 aWaban Inc. ................................................................. 418,125
- ---------------------------------------------------------------------------------------------------------------------------
2,712,527
- ---------------------------------------------------------------------------------------------------------------------------
Transportation4.6%
135,000 Fiat Spa..................................................................... 429,150
5,000 General Motors Corp. ........................................................ 276,875
20,000 aFritz Cos. ................................................................. 193,750
20,000 aLandstar System Inc. ....................................................... 475,000
8,000 aM S Carriers Inc. .......................................................... 135,500
3,400 Peugeot SA .................................................................. 388,173
2,500 Ryder Systems Inc. .......................................................... 73,125
2,500 Smith A O Corp. ............................................................. 87,188
50,000 bTranz Rail Holdings Ltd., ADR .............................................. 906,250
- ---------------------------------------------------------------------------------------------------------------------------
2,965,011
- ---------------------------------------------------------------------------------------------------------------------------
Utilities0.3%
12,000 Southwest Gas Corp .......................................................... 208,500
- ---------------------------------------------------------------------------------------------------------------------------
Total Common Stock (Cost $47,472,783) ................................. 48,205,761
- ---------------------------------------------------------------------------------------------------------------------------
Options0.2%
80 a,dCityscape Financial Corp., January/20/Call (Cost $160,000) ............... 134,900
- ---------------------------------------------------------------------------------------------------------------------------
Preferred Stock0.1%
1,000 Granite Broadcasting Corp., $1.938, conv., pfd. (Cost $62,000) .............. 49,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Common Stocks & Options & Preferred Stock (Cost $47,694,783) .... 48,389,661
- ---------------------------------------------------------------------------------------------------------------------------
Face
Amount
- ---------------------------------------------------------------------------------------------------------------------------
Corporate Bonds and Notes4.2%
$ 830,000 CAI Wireless Systems Inc., 12.25%, 9/15/02 .................................. 402,550
100,000 Consorcio G. Grupo Dina SA de CV, 8.0%, 8/8/04 .............................. 77,000
100,000 Consorcio G Grupo Dina SA, 11/15/02 ......................................... 85,500
1,125,000 CS Wireless Inc., 0%, 3/01/01 ............................................... 360,000
550,000 Delco Remy International, 11.5%, 7/31/04 .................................... 555,500
875,000 Heartland Wireless Communications Inc., 14%, 10/15/04 ....................... 415,625
150,000 Sassco, 12.75%, 02/15/05 .................................................... 150,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds and Notes (Cost $2,042,675) ...................... 2,046,175
- ---------------------------------------------------------------------------------------------------------------------------
Bonds and Notes in Reorganization 0.1%
XEU 50,000 aEurotunnel Jr. Credit Facility, TRANCHE, B ................................. 26,811
GBP 860,000 aEurotunnel Jr. Credit Facility, TRANCHE, B.................................. 650,765
13,628 Mercury Finance Co., 3/17/47 ................................................ 12,844
6,194 Mercury Finance Co., 4/11/47 ................................................ 5,838
17,345 Mercury Finance Co., 4/18/47 ................................................ 16,348
9,911 Mercury Finance Co., 4/22/47 ................................................ 9,341
14,867 Mercury Finance Co., 4/24/47 ................................................ 14,012
- ---------------------------------------------------------------------------------------------------------------------------
Total Bonds and Notes in Reorganization (Cost $630,095)................ 735,959
- ---------------------------------------------------------------------------------------------------------------------------

United States Government and Government Agency Obligations20.3%..............
Federal Home Loan Banks
$1,000,000 5.22%, 4/02/97 ........................................................... $ 999,849
500,000 5.21%, 4/10/97 ........................................................... 499,320
Federal Home Loan Mortgage Corp.
1,500,000 5.21%, 4/7/97............................................................. 1,498,640
500,000 5.12%, 4/10/97 ........................................................... 499,320
1,500,000 5.18%, 4/14/97 ........................................................... 1,497,054
1,000,000 5.20%, 4/15/97 ........................................................... 997,884
500,000 5.40%, 4/18/97 ........................................................... 498,716
1,500,000 5.35%, 4/21/97 ........................................................... 1,495,467
Federal National Mortgage Assn.
1,545,000 5.26%, 5/13/97 ........................................................... 1,535,194
1,500,000 5.21%, 5/15/97 ........................................................... 1,490,027
2,000,000 U. S. Treasury Bill, 4/17/97 ................................................ 1,995,306
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Government & Government Agency Obligations
- ---------------------------------------------------------------------------------------------------------------------------
(Cost $13,006,187).......................................................... 13,006,777
- ---------------------------------------------------------------------------------------------------------------------------
1,001,951 eReceivable from Repurchase Agreement1.6% (Cost $1,000,000)
Merrill Lynch & Co. Inc., 5.75%, 4/01/97 (Maturity Value $1,000,159)
Collateral: U.S. Treasury Note, 6.50%, 4/30/99 ............................. 1,000,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Investments103.5% (Cost $64,373,740) ............................ 65,178,572
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets, Net(3.4%)................... (2,166,166)
Equity in Forward Contracts(0.1%).................................. (36,230)
- ---------------------------------------------------------------------------------------------------------------------------
Net Assets100.0%................................................... $62,976,176
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------

At March 31, 1997, the unrealized appreciation based on the cost of
investments for income tax purposes of $64,373,740 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost ............................... $ 2,463,904
Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value ............................... (1,659,072)
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation ............................................... $ 804,832
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------

Currency Type Abbreviations:
Principal amount is stated in United States dollars unless otherwise noted.

XEU - Euro currency unit
GBP - British pound

aNon-income producing.

bPurchased in private placement transaction; resale may only be to qualified institutional buyers.

cSecurities traded in foreign currency and valued in U.S. dollars.

dSee Note 2 regarding restricted securities.

eFace amount for repurchase agreements is for the underlying collateral.

The accompanying notes are an integral part of these financial statements.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

===========================================================================================================================
Financial Statements

Statements of Assets and Liabilities
March 31, 1997 (unaudited)

Mutual Shares Mutual Discovery
Securities Fund Securities Fund
---------------------
Assets:
Investment in securities:
<S> <C> <C>
At identified cost ............................................................. $103,648,205 $ 64,373,740
=====================
At value ........................................................................ 102,320,077 64,178,572
Receivable from repurchase agreement, at value and cost .......................... 6,500,000 1,000,000
Cash ............................................................................. 397,646 946,105
Receivables:
Investment securities sold ...................................................... 228,949
Dividends and interest .......................................................... 247,758 126,770
Capital shares sold ............................................................. 1,856,851 34,210
Net unrealized gain on forward currency contracts (Note 2) ....................... 77,815 251,803
---------------------
Total assets ................................................................ 111,629,096 66,537,460
---------------------
Liabilities
Payables:
Investment securities purchased ................................................. 3,050,043 2,938,721
Management fees ................................................................. -- 30,868
Fund shares redeemed ............................................................ 50,176 263,463
Accrued expenses and other liabilities ........................................... 35,554 40,199
Net unrealized loss on forward currency contracts (Note 2) ....................... 155,968 288,033
---------------------
Total liabilities ........................................................... 3,291,741 3,561,284
---------------------
Net assets, at value .............................................................. $108,337,355 $ 62,976,176
=====================
Net assets consist of:
Undistributed net investment income .............................................. $ 450,741 $ 182,613
Net unrealized appreciation (depreciation) on investments and
translation of assets and liabilities denominated in foreign currencies ......... (1,406,281) 768,602
Accumulated net realized loss from investments ................................... (94,967) (8,678)
Capital shares ................................................................... 109,387,862 62,033,639
---------------------
Net assets, at value .............................................................. $108,337,355 $ 62,976,176
=====================
Shares outstanding ................................................................ 10,393,735 5,889,849
=====================
Net asset value per share ......................................................... $10.42 $10.69
=====================

The accompanying notes are an integral part of these financial statements.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

===========================================================================================================================
Financial Statements (cont.)

Statements of Operations
for the period ended January 1, 1997 to March 31, 1997 (unaudited)

Mutual Shares Mutual Discovery
Securities Fund Securities Fund
---------------------
Investment Income:
<S> <C> <C>
Interest ......................................................................... $ 308,584 $157,121
Dividends1........................................................................ 235,316 113,113
---------------------
Total income ................................................................ 543,900 270,234
---------------------
Expenses:
Management fees (Note 5).......................................................... 126,125 95,342
Custodian fees ................................................................... 11,500 14,500
Reports to shareholders .......................................................... 3,700 3,000
Professional fees ................................................................ 1,500 550
Trustees' fees and expenses ...................................................... 300 300
Other ............................................................................ 635 76
---------------------
Total expenses .............................................................. 143,760 113,768
---------------------
Net investment income ...................................................... 400,140 156,466
---------------------
Realized and unrealized gain (loss) from investments and foreign currency:
Net realized gain (loss) on:
Investments ..................................................................... (142,505) (37,570)
Foreign currency transactions ................................................... 50,587 28,892
Net unrealized appreciation (depreciation) on investments ........................ (1,974,624) 580,752
---------------------
Net realized and unrealized gain (loss) from investments and foreign currencies .. (2,066,542) 572,074
---------------------
Net increase (decrease) in net assets resulting from operations .................. $(1,666,402) $728,540
=====================

1Net of foreign taxes withheld of $10,571 and $11,693 for the Mutual Shares Securities Fund and Mutual Discovery
Securities Fund, respectively.

The accompanying notes are an integral part of these financial statements.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

===========================================================================================================================
Financial Statements (cont.)

Statements of Changes in Net Assets (unaudited)

Mutual Shares Mutual Discovery
Mutual Shares Securities Fund Mutual Discovery Securities Fund
Securities Fund** 1996* Securities Fund** 1996*
----------- ---------- ----------------------
Increase (decrease) in net assets:
Operations:
<S> <C> <C> <C> <C>
Net investment income ......................... $ 400,140 $ 50,601 $ 156,466 $ 24,287
Net realized (loss) from investments .......... (91,918) (3,049) (8,678) 1,860
Net unrealized appreciation
(depreciation) on investments ................ (1,974,624) 568,343 580,752 187,850
----------- ---------- ----------------------
Net increase in net assets
resulting from operations ..................... (1,666,402) 615,895 728,540 213,997

Increase in net assets from capital
share transactions (Note 3) ................... 82,326,835 27,061,027 46,829,906 15,203,733
----------- ---------- ----------------------
Net increase in net assets ............... 80,660,433 27,676,922 47,558,446 15,417,730
Net assets:
Beginning of period ........................... 27,676,922 -- 15,417,730 --
----------- ---------- ----------------------
End of period ................................. $108,337,355 $27,676,922 $62,976,176 $15,417,730
=========== ========== ======================
Undistributed net investment income
included in net assets:
Beginning of period........................... 50,601 -- 26,147 --
=========== ========== ======================
End of period................................. $ 450,741 $ 50,601 $ 182,613 $ 26,147
=========== ========== ======================

*November 8, 1996 (effective date) to December 31, 1996.

**January 1, 1997 to March 31, 1997.

The accompanying notes are an integral part of these financial statements.

FRANKLIN VALUEMARK FUNDS
===========================================================================================================================

===========================================================================================================================
Notes to Financial Statements (unaudited)

</TABLE>

1. SIGNIFICANT ACCOUNTING POLICIES

Mutual Shares Securities Fund and Mutual Discovery Securities Fund (the Funds),
are a separate series of the Franklin Valuemark Funds (the Trust), an open-end
management investment company (mutual fund) registered under the Investment
Company Act of 1940, as amended. The Trust currently consist of twenty three
separate funds. Each of the Funds issues a separate series of the Trust's shares
and maintains a totally separate investment portfolio. Shares of the Funds are
sold only to insurance company separate accounts to fund the benefits of
variable life insurance policies or variable annuity contracts issued by Allianz
Life Insurance Company of North America (Allianz Life), which was formerly North
American Life and Casualty Company (NALAC), and its affiliates.

Mutual Shares Securities Fund seeks capital appreciation with income as a
secondary objective and invests primarily in domestic and foreign equity
securities trading at prices below their intrinsic values. Mutual Discovery
Securities Fund seeks capital appreciation and invests primarily in domestic and
foreign equity securities, including securities of small capitalization
companies, trading at prices below their intrinsic values. The Funds became
effective November 8, 1996.

The following is a summary of significant accounting policies consistently
followed by the Funds in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.

a. Security Valuation:

Portfolio securities are listed on a securities exchange or on the NASDAQ for
which market quotations are readily available and are valued at the last sale
price or, if there is no sale, within the range of the most recent quoted bid
and asked prices. Other securities are valued based on a variety of factors,
including yield, risk, maturity, trade activity and recent developments related
to the securities. Portfolio securities which are traded both in the over the
counter market and on a securities exchange are valued according to the broadest
and most representative market as determined by the manager. The Trust may
utilize a pricing service, bank or broker/dealer experienced in such matters to
perform any of the pricing functions, under procedures approved by the Board of
Trustees (The Board). Securities for which market quotations are not available,
and securities restricted as to resale are valued in accordance with procedures
established by the Board.

The value of a foreign security is determined as of the earlier of the close of
trading on the foreign exchange on which it is traded or the close of trading on
the New York Stock Exchange. That value is then converted into its U.S. dollar
equivalent at the foreign exchange rate in effect at noon, New York time, on the
day the value of the foreign security is determined. If no sale is reported at
that time, the mean between the current bid and asked prices is used.
Occasionally, events which affect the values of foreign securities and foreign
exchange rates may occur between the times at which they are determined and the
close of the exchange and will, therefore, not be reflected in the computation
of the Fund's net asset value, unless material. If events which materially
affect the value of these foreign securities occur during such period, these
securities will be valued in accordance with procedures established by the
Board.

b. Income Taxes:

The Funds intends to continue to qualify for the tax treatment applicable to
regulated investment companies under the Internal Revenue Code and to make the
requisite distributions to shareholders which will be sufficient to relieve the
Funds from income and excise taxes. Each Fund is treated as a separate entity in
the determination of compliance with the Internal Revenue Code.

c. Security Transactions:

Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Realized gains and losses on security transactions are
determined on the basis of specific identification.

d. Investment Income, Expenses and Distributions:

Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income and estimated expenses are accrued daily. Bond
discount and premium are amortized as required by the Internal Revenue Code.

e. Accounting Estimates:

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

f. Expense Allocation:

Common expenses incurred by the Trust are allocated among the Funds based on the
ratio of net assets of each Fund to the combined net assets. In all other
respects, expenses are charged to each Fund as incurred on a specific
identification basis.

g. Foreign Currency Translation:

The accounting records of the Fund are maintained in U.S. dollars. All assets
and liabilities denominated in foreign currencies are translated into U.S.
dollars at the rate of exchange of the currencies against U.S. dollars on the
valuation date. Purchases and sales of securities, income and expenses are
translated at the rate of exchange quoted on the day that the transactions are
recorded.

1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

g. Foreign Currency Translation: (cont.)

The Funds do not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from fluctuations arising
from changes in market prices of securities held. Such fluctuations are included
with the net realized and unrealized gain or loss from investments.

Realized foreign exchange gains or losses arise from sales and maturities of
short-term securities, sales of foreign currencies, gains or losses realized
between the trade and settlement dates on security transactions, the difference
between the amounts of dividends and interest, and foreign withholding taxes
recorded on the Funds' books and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized appreciation or depreciation on
translation of assets and liabilities denominated in foreign currencies arise
from changes in the value of assets and liabilities other than investments in
securities at the end of the reporting period, resulting from changes in
exchange rates.

h. Repurchase Agreements:

The Funds, through its custodian, receives delivery of the underlying
securities, whose market is required to be at least 102% of the resale price at
the time of purchase. The Funds investment advisor, Franklin Mutual Advisers,
Inc., is responsible for determining that the value of these underlying
securities remains at least equal to the resale price.

i. Options:

The Funds may buy listed call options on securities which they intend to
purchase in order to limit the risk of a substantial increase in the market
price of such securities. A call option gives the Funds the right to buy the
underlying securities from the option writer at a stated exercise price. Any
losses realized by the Funds upon expiration of the call options are limited to
the premiums paid for the purchase of such options, plus any transaction costs.

2. FORWARD FOREIGN CURRENCY CONTRACTS

A forward currency contract, which is individually negotiated and privately
traded by currency traders and their customers, is a commitment to purchase or
sell a specific currency for an agreed-upon price at a future date.

The Funds may enter into forward contracts with the objective of minimizing the
risk to the Fund from adverse changes in the relationship between currencies or
to enhance fund value. The Funds may also enter into a forward contract in
relation to a security denominated in a foreign currency or when they anticipate
receipt of such dividend or interest payments.

The Funds could be exposed to risk if counterparties to the contracts are unable
to meet the terms of their contracts or if the value of the foreign currency
changes unfavorably.

3. TRUST SHARES

At March 31, 1997, there was an unlimited number of $.01 par value shares of par
value shares of beneficial interest authorized. Transactions in the Fund's
shares for the period January 1, 1997 to March 31, 1997 and for the period ended
December 31, 1996 were as follows:

<TABLE>
<CAPTION>
Mutual Shares Mutual Discoveries
Securities Fund* Securities Fund*
--------------------------------------------
1997 Shares Amount Shares Amount
-------- ---------------------------------
<S> <C> <C> <C> <C>
Shares sold .................................................. 8,116,765 $86,582,956 4,804,098 $51,404,033
Shares redeemed .............................................. (396,931) (4,256,121) (424,746) (4,574,127)
-------- ---------------------------
Net increase .................................................. 7,719,834 $82,326,835 4,379,352 $46,829,906
======== ===========================

Mutual Shares Mutual Discoveries
Securities Fund* Securities Fund*
------------------------------------
1996 Shares Amount Shares Amount
-------- ---------------------------
Shares sold .................................................. 2,673,916 $27,061,180 1,510,497 $15,203,733
Shares redeemed .............................................. (15) (153) -- --
-------- ---------------------------
Net increase .................................................. 2,673,901 $27,061,027 1,510,497 $15,203,733
======== ===========================
*For the period January 1, 1997 to March 31, 1997.

**For the period November 8, 1996 (effective date ) to December 31, 1996.

4. PURCHASES AND SALES OF SECURITIES

Purchases of securities (excluding short-term securities) for the period January 1, 1997 to March 31, 1997, were as
follows:

Mutual Shares Mutual Discovery
Securities Fund Securities Fund
---------------------
<S> <C> <C>
Purchases ................................................. $66,394,696 $43,811,608
Sales ..................................................... $ 5,903,859 $ 2,645,805

</TABLE>
5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

Franklin Mutual Advisers, Inc. (Franklin Mutual) serves as the investment
advisor for the Mutual Shares Fund and the Mutual Discovery Fund and receives a
monthly fee equal to an annual rate of .60 and .80 of 1%, respectively, of
average daily net assets.

Franklin Templeton Services, Inc., (FT Services) serves as the business manager
for the Funds and receives fees from the funds computed monthly based on the
average daily net assets as follows:

Annualized Fee Rate Average Daily Net Assets
- ------------- -----------------------------------
.150% First $200 million
.135% over 200 million, up to and including $700 million
.100% over $700 million, up to and including $1.2 billion

Fees are further reduced on net assets over $1.2 billion.

b. Distribution Plans:

The Management agreements between the Funds and Advisers include distribution
plans pursuant to Rule 12b-1 under the 1940 Act. However, no payments were made
by the Funds as a result of the plan.

c. Shareholder Services Agreement:

Franklin Templeton Investors Services, Inc. (Investor Services), under the terms
of an agreement, performs shareholder servicing for the Funds and is not paid by
the Funds for the service.

d. Other Affiliates and Related Party Transactions:

Certain officers and trustees of the Trust are also officers and/or directors of
Franklin Mutual and FT Services, (both wholly-owned subsidiaries of Franklin
Resources, Inc.), and/or Allianz Life.

6. RESTRICTED SECURITIES

A restricted security is a security which has not been registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933. The
Funds may purchase restricted securities through a private offering and they
cannot be sold without prior registration under the Securities Act of 1933
unless such sale is pursuant to an exemption therefrom. Subsequent costs of
registration of such securities are borne by the issuer. A secondary market
exists for certain privately placed securities. The Funds value these restricted
securities as disclosed in Note 1 (a). At March 31, 1997, the Funds held
restricted securities as follows:
<TABLE>
<CAPTION>
Mutual Shares Securities Fund ( 0.2% of net assets)

Shares Security Acquisition Date Cost Value
- ----- ---------------------------------------------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
120 Cityscape Financial Corp., January/20/call ........................ 11/25/96 $240,000 $203,250
Mutual Discovery Securities Fund (0.2% of net assets)
Shares Security Acquisition Date Cost Value
- ----- ---------------------------------------------------- ----------- --------------
80 Cityscape Financial Corp., January/20/call ........................ 11/25/96 $160,000 $134,900

</TABLE>

<PAGE>

7. FINANCIAL HIGHLIGHTS

Selected data for each share of beneficial interest outstanding throughout each
period, by Fund, are as follows:

<TABLE>
<CAPTION>
Per Share Operating Performance Ratios/Supplemental Data
- --------------------------------------------------------------------------------
Net Net Total Distri- Ratio
Asset Realized & From butions Distribu- Net Net Ratio of of Net
Value at Net Unrealized Invest-From Net tions From Asset Assets Expenses Investment Average
Begin- Invest- Gain ment Invest- Realized Total Value at at End to Aver- Income to Portfolio Com-
Period ning of ment (Loss)on Oper- ment Capital Distri- End of Total of Period age Net Average Turnover mission
Ended Period IncomeSecuritiesations Income Gains butions Period Return+(in 000's)Assets Net Assets Rate Rate**
- ---------------------------------------------------------------------------------------------------------------------------

Mutual Shares Fund
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
19961 $10.00 $.019 $.331 $.350 -- -- -- $10.35 3.50% $ 27,677 1.00%* 2.56%* 1.31% .0410
19972 10.35 .024 .046 .070 -- -- -- 10.42 0.68% 108,337 .86% 2.38% 12.04% .0238
Mutual Discovery Fund
19961 10.00 .016 .192 .210 -- -- -- 10.21 2.10% 15,418 1.37%* 2.11%* 0.14% .0300
19972 10.21 .010 .468 .478 -- -- -- 10.69 4.70% 62,976 .79%* 1.09%* 7.98% .0501

</TABLE>

*Annualized

**Represents the average broker commission rate per share paid by the Fund in
connection with the execution of the Fund's portfolio transactions in equity
securities.

+ Total Return measures the change in value of an investment over the periods
indicated. It assumes reinvestment of dividends and capital gains, if any, at
net asset value and is not annualized.

1For the period November 8, 1996 (effective date) to December 31, 1996.

2For the period January 1, 1997 to March 31, 1997.

FRANKLIN VALUEMARK FUNDS
File Nos. 33-23493
811-5583

FORM N-1A
PART C
Other Information

Item 24 Financial Statements and Exhibits

(a) Financial Statements:

1. The audited financial statements contained in the Trust's Annual Report for
the fiscal year ended December 31, 1996, filed on Form N-30D on March 7,
1997, are incorporated by reference.

2) Statements of Investments in Securities and Net Assets for the Mutual
Discovery Securities and Mutual Shares Securities Funds - March 31,
1997 (unaudited).

3) Statements of Assets and Liabilities - for the Mutual Discovery
Securities and Mutual Shares Securities Funds - March 31, 1997
(unaudited).

4) Statements of Operations for the Mutual Discovery Securities and Mutual
Shares Securities Funds- for the period January 1, 1997 - March 31, 1997
(unaudited).

5) Statements of Changes in Net Assets for the Mutual Discovery Securities
and Mutual Shares Securities Funds - for the period ended March 31, 1997

6) Notes to Financial Statements

(b) Exhibits:

The following exhibits where applicable, are herewith incorporated by
reference to the filings as noted with the exception of Exhibits
8(vi); 8(vii); 8(ix); 11(i), 27.1, 27.2, 27.3, 27.4, 27.5, 27.6, 27.7,
27.8, 27.9, 27.10, 27.11, 27.12, 27.13, 27.14, 27.15, 27.16, 27.17,
27.18, 27.19, 27.20, 27.21, 27.22, 27.23, 27.24, 27.25 which are
attached.

(1) copies of the charter as now in effect;

(i) Agreement and Declaration of Trust dated April 20, 1988
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Certificate of Amendment to Agreement and Declaration
of Trust dated October 21, 1988
Filing: Post Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(2) copies of the By-Laws or instruments corresponding thereto;

(i) By-Laws
Filing: Post Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Certificate of Amendment of By-Laws dated May 16,
1995.
Filing: Post Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(3) copies of any voting trust agreement with respect to more
than five percent of any class of equity securities of the
Registrant;

Not Applicable

(4) specimens or copies of each security issued by the
Registrant, including copies of all constituent instruments,
defining the rights of the holders of such securities, and
copies of each security being registered;

Not Applicable

(5) Copies of all investment advisory contracts relating to the
management of the assets of the Registrant;

(i) Management Agreement between Registrant and
Franklin Advisers, Inc. dated January 24, 1989:
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Addendum to Investment Management Agreement dated
March 14, 1989
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(iii) Management Agreement between Registrant, on behalf
of International Equity Fund and Pacific Growth
Fund, and Franklin Advisers, Inc. dated January
27, 1992
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(iv) Subadvisory Agreement dated between Franklin
Advisers, Inc. and Templeton Investment Counsel,
Inc. January 1, 1993
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(v) Management Agreement between Registrant on behalf
of Franklin Rising Dividends Fund, and Franklin
Advisory Services, Inc. dated July 1, 1996
Filing: Post-Effective Amendment No. 20 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 30, 1996

(vi) Investment Management Agreement between the Trust,
on behalf of the Templeton Global Growth Fund,
and Templeton, Galbraith & Hansberger Ltd. dated
March 15, 1994
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(vii) Subadvisory Agreement between Franklin Advisers,
Inc. and Templeton Investment Counsel, on behalf
of Global Income Fund dated August 1, 1994
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(viii) Investment Management Agreement between
Registrant, on behalf of Templeton Global Asset
Allocation Fund, and Templeton Galbraith &
Hansberger, Ltd. dated April 19, 1995
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ix) Subadvisory Agreement between Templeton Galbraith
& Hansberger, Ltd. and Templeton Investment
Counsel, Inc., on behalf of Templeton Global
Asset Allocation Fund dated April 19, 1995
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(x) Fund Administration Agreement between Registrant,
on behalf of Templeton Global Asset Allocation
Fund, and Franklin Templeton Services, Inc.,
dated October 1, 1996.
Filing: Post-Effective Amendment No. 22 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1997

(xi) Management Agreement between Registrant, on behalf
of Small Cap Fund dated October 11, 1995
Filing: Post-Effective Amendment No. 20 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 30, 1996

(xii) Investment Management Agreement between
Registrant, on behalf of Templeton Developing
Markets Equity Fund dated October 1, 1995.
Filing: Post-Effective Amendment No. 17
to Registration Statement of Registrant
on Form N-1A
File No. 33-23493
Filing Date: October 27, 1995

(xiii) Fund Administration Agreement between Registrant,
on behalf of International Smaller Companies Fund
and Franklin Templeton Services, Inc., dated
October 1, 1996.
Filing: Post-Effective Amendment No. 22 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1997

(xiv) Investment Management Agreement between
Registrant, on behalf of International Smaller
Companies Fund and Templeton Investment Counsel,
Inc. dated January 18, 1996.
Filing: Post-Effective Amendment No. 18
to Registration Statement of Registrant
on Form N-1A
File No. 33-23493
Filing Date: February 14, 1996

(xv) Management Agreement between Registrant, on
behalf of Capital Growth Fund and Franklin
Advisers dated January 18, 1996.
Filing: Post-Effective Amendment No. 18
to Registration Statement of Registrant
on Form N-1A
File No. 33-23493
Filing Date: February 14, 1996

(xvi) Amendment to Management Agreement between
Registrant and Franklin Advisers, Inc. dated
August 1, 1995
Filing: Post-Effective Amendment No. 20 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 30, 1996

(xvii) Management Agreement between Registrant, on behalf
of Mutual Discovery Securities Fund and Mutual
Shares Securities Fund and Franklin Mutual
Advisers, Inc., dated October 18, 1996.
Filing: Post-Effective Amendment No. 22 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1997

(xviii) Fund Administration Agreement between Registrant,
on behalf of Mutual Discovery Securities Fund and
Mutual Shares Securities Fund, and Franklin
Templeton Services, Inc., dated October 18, 1996.
Filing: Post-Effective Amendment No. 22 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1997

6) copies of each underwriting or distribution contract
between the Registrant and a principal underwriter, and
specimens or copies of all agreements between principal
underwriters and dealers;

Not Applicable

(7) copies of all bonus, profit sharing, pension or other
similar contracts or arrangements wholly or partly for the
benefit of Trustees or officers of the Registrant in their
capacity as such; any such plan that is not set forth in a
formal document, furnish a reasonably detailed description
thereof;

Not Applicable

(8) copies of all custodian agreements and depository contracts
under Section 17(f) of the Investment Company Act of 1940
(the "1940 Act"), with respect to securities and similar
investments of the Registrant, including the schedule of
renumeration;

(i) Foreign Exchange Netting Agreement between
Franklin Valuemark Funds, on behalf of the
International Equity Fund, and Morgan Guaranty
Trust Company of New York, dated March 19, 1992
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Foreign Exchange Netting Agreement between
Franklin Valuemark Funds, on behalf of the
Pacific Growth Fund, and Morgan Guaranty Trust
Company of New York, dated March 19, 1992
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(iii) Custody Agreement between the Trust, on behalf of
the Templeton Developing Markets Equity Fund and
the Templeton Global Growth Fund, and The Chase
Manhattan Bank, N.A. dated March 15, 1994
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(iv) Master Custody Agreement between the Registrant,
the Bank of New York, dated February 16, 1996.
Filing: Post-Effective Amendment No. 19 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 24, 1996

(v) Terminal Link Agreement between Registrant and
Bank of New York dated February 16, 1996.
Filing: Post-Effective Amendment No. 19 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 24, 1996

(vi) Amendment to Global Custody Agreement between
Franklin Valuemark Funds and The Chase Manhattan
Bank, N.A. dated April 1, 1996.

(vii) Amendment to Master Custody Agreement between
Franklin Valuemark Funds and the Bank Of New
York, dated April 1, 1996.

(viii)Letter Agreement between Franklin Valuemark Funds
and the Bank Of New York, dated April 22, 1996.
Filing: Post-Effective Amendment No. 19 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 24, 1996

(ix) Custody Agreement between the Trust, on behalf of
Mutual Discovery Securities Fund and Mutual
Shares Securities Fund, and the State Street Bank
and Trust

(9) Copies of all other material contracts not made in the
ordinary course of business which are to be performed in
whole or in part at or after the date of filing the
Registration Statement;

Not Applicable

(10) an opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will
when sold be legally issued, fully paid and nonassessable;

(i) Opinion of Counsel dated September 16, 1987
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(11) Copies of any other rulings and consents to the use thereof
relied on in the preparation of this registration statement
and required by Section 7 of the 1933 Act;

(i) Consent of Independent Auditors dated April 21, 1997

(12) all financial statements omitted from Item 23;

Not Applicable

(13) copies of any agreements or understandings made in
consideration for providing the initial capital between or
among the Registrant, the underwriter, adviser, promoter or
initial stockholders and written assurances from promoters or
initial stockholders that their purchases were made for
investment purposes without any present intention of
redeeming or reselling;

(i) Letter of Understanding dated April 11, 1995.
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Letter of Understanding dated September 12,
1995.
Filing: Post-Effective Amendment No. 17 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: October 27, 1996

(iii) Letter of Understanding dated April 4, 1996
Filing: Post-Effective Amendment No. 19 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 24, 1996

(iv) Letter of Understanding dated October 21, 1996

(14) copies of the model plan used in the establishment of any
retirement plan in conjunction with which Registrant offers
its securities, any instructions thereto and any other
documents making up the model plan. Such form(s) should
disclose the costs and fees charged in connection therewith;

Not Applicable

(15) copies of any plan entered into by Registrant pursuant to
Rule 12b-1 under the 1940 Act, which describes all material
aspects of the financing of distribution of Registrant's
shares, and any agreements with any person relating to
implementation of such plan.

Not Applicable

(16) Schedule for computation of each performance quotation
provided in the registration statement in response to Item 22
(which need not be audited).

Not Applicable

(17) Power of Attorney

(i) Power of Attorney dated July 18, 1995
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(ii) Certificate of Secretary dated July 18, 1995
Filing: Post-Effective Amendment No. 16 to
Registration Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995

(27) (1) Financial Data Schedule for Money Market Fund
(2) Financial Data Schedule for Growth & Income Fund
(3) Financial Data Schedule for Precious Metals Fund
(4) Financial Data Schedule for Real Estate Securities Fund
(5) Financial Data Schedule for Utility Equity Fund
(6) Financial Data Schedule for High Income Fund
(7) Financial Data Schedule for Templeton Global Income
Securities Fund
(8) Financial Data Schedule for Investment Grade
Intermediate Bond Fund
(9) Financial Data Schedule for Income Securities Fund
(10) Financial Data Schedule for U.S. Government Securities
Fund
(11) Financial Data Schedule for Zero Coupon Fund-2000
(12) Financial Data Schedule for Zero Coupon Fund-2005
(13) Financial Data Schedule for Zero Coupon Fund-2010
(14) Financial Data Schedule for Adjustable U.S. Government
Fund
(15) Financial Data Schedule for Rising Dividend Fund
(16) Financial Data Schedule for Templeton Pacific Growth
Fund
(17) Financial Data Schedule for International Equity Fund
(18) Financial Data Schedule for Developing Markets Equity
Fund
(19) Financial Data Schedule for Global Growth Fund
(20) Financial Data Schedule for Templeton Global Asset
Allocation Fund
(21) Financial Data Schedule for Small Cap Fund
(22) Financial Data Schedule for Capital Growth Fund
(23) Financial Data Schedule for International Smaller
Companies Fund
(24) Financial Data Schedule for Mutual Discovery
Securities Fund
(25) Financial Data Schedule for Mutual Shares
Securities Fund

Item 25 Persons Controlled by or under Common Control with Registrant

None

Item 26 Number of Holders of Securities

As of April 25, 1997, there are three shareholders of record of Registrant's
shares.

Item 27 Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court or appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

Item 28 Business and Other Connections of Investment Adviser

(a) The officers and directors of the Registrant's investment adviser also
serve as officers and/or directors or trustees for (1) the corporate parent of
Franklin Advisers, Inc., ("Advisers") the investment manager of 16 of
Registrant's Funds, Franklin Resources, Inc. ("Resources"), and/or (2) other
investment companies in the Franklin Group of Funds. For additional
information, please see Part B and Schedules A and D of Form ADV of Advisers
(SEC File 801-26292), incorporated herein by reference, which sets forth the
officers and directors of Advisers and information as to any business,
profession, vocation or employment of a substantial nature engaged in by those
officers and directors during the past two years.

(b) Templeton Investment Counsel, Inc.

Templeton Investment Counsel, Inc. ("TICI"), an indirect, wholly owned
subsidiary of Resources, serves as adviser to the International Smaller
Companies Fund and as sub-adviser to certain of the Funds, furnishing to
Advisers and to Templeton Global Advisers Limited in that capacity portfolio
management services and investment research. For additional information please
see Part B and Schedules A and D of Form ADV of TICI (SEC File 801-15125),
incorporated herein by reference, which set forth the officers and directors of
TICI and information as to any business, profession, vocation of employment of a
substantial nature engaged in by those officers and directors during the past
two years.

Templeton Global Advisers Limited ("Templeton Nassau"), an indirect, wholly
owned subsidiary of Resources, serves as investment manager to Templeton Global
Growth Fund and Templeton Global Asset Allocation Fund. For additional
information please see Part B and Schedules A and D of Form ADV of Templeton
Nassau (SEC File 801-42343), incorporated herein by reference, which set forth
the officers and directors of Templeton Nassau and information as to any
business, profession, vocation of employment of a substantial nature engages in
by those officers and directors during the past two years.

(d) Templeton Asset Management Ltd., formerly known as Templeton
Investment Management (Singapore) Pte Ltd.

Templeton Asset Management ("Templeton Singapore"), an indirect, wholly owned
subsidiary of Resources, serves as investment manager to Templeton Developing
Markets Equity Fund. For information please see Part B and Schedules A and D of
Form ADV of Templeton Singapore (SEC File 801-46997), incorporated herein by
reference, which set forth the officers and directors of Templeton Singapore and
information as to any business, profession, vocation of employment of a
substantial nature engaged in by those officers and directors during the past
two years.

(e) Franklin Advisory Services, Inc.

Franklin Advisory Services, Inc. ("Franklin New Jersey"), an indirect, wholly
owned subsidiary of Resources, serves as investment manager to the Rising
Dividends Fund. For information please see Part B and Schedules A and D of Form
ADV of Franklin New Jersey (SEC File 801-51967), incorporated herein by
reference, which set forth the officers and directors of Franklin New Jersey and
information as to any business, profession, vocation of employment of a
substantial nature engaged in by those officers and directors during the past
two years.

(f) Franklin Mutual Advisers, Inc.

Franklin Mutual Advisers, Inc. ("Mutual Advisers"), an indirect, wholly owned
subsidiary of Resources, will serve as investment manager to the Mutual
Discovery Growth Fund and the Mutual Series Securities Fund. For information
please see Part B and Schedules A and D of Form ADV of Mutual Advisers (SEC File
801-53068), incorporated herein by reference, which set forth the officers and
directors of Mutual Advisers and information as to any business, profession,
vocation of employment of a substantial nature engaged in by those officers and
directors during the past two years.

Item 29 Principal Underwriters

Not applicable.

Item 30 Location of Accounts and Records

The accounts, books or other documents required to be maintained by Section 31
(a) of the 1940 Act are kept by the Registrant or its shareholder services
agent, Franklin Templeton Investors Services, Inc., both of whose address is 777
Mariners Island Blvd., San Mateo, CA 94404.

Item 31 Management Services

There are no management-related service contracts not discussed in Part A or
Part B.

Item 32 Undertakings

(a) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of removal of
any trustee or trustees when requested in writing to do so by the
record holders of not less than 10 per cent of the Registrant's
outstanding shares to assist its shareholders in the communicating with
other shareholders in accordance with the requirements of Section 16(c)
of the Investment Company Act of 1940.

(b) The Registrant hereby undertakes to comply with the information
requirement in Item 5A of the Form N-1A by including the required
information in the Fund's annual report and to furnish each person to
whom a prospectus is delivered a copy of the annual report upon request
and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this post-effective
amendment to the Registrant's Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of San Mateo and the
State of California, on the 29th day of April, 1997.

FRANKLIN VALUEMARK FUNDS
(Registrant)

By: Charles E. Johnson*
Charles E. Johnson, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

Charles E. Johnson* Principal Executive Officer and
Charles E. Johnson Trustee
Dated: April 29, 1997

Martin L. Flanagan* Principal Financial Officer
Martin L. Flanagan Dated: April 29, 1997

Diomedes Loo-Tam* Principal Accounting Officer
Diomedes Loo-Tam Dated: April 29, 1997

Frank H. Abbott III* Trustee
Frank H. Abbott III Dated: April 29, 1997

Lowell C. Anderson Trustee
Lowell C. Anderson Dated: April 29, 1997

Harris J. Ashton* Trustee
Harris J. Ashton Dated: April 29, 1997

S. Joseph Fortunato* Trustee
S. Joseph Fortunato Dated: April 29, 1997

David W. Garbellano Trustee
David W. Garbellano Dated: April 29, 1997

Charles B. Johnson Trustee
Charles B. Johnson Dated: April 29, 1997

Rupert H. Johnson Trustee
Rupert H. Johnson Dated: April 29, 1997

*By /s/ Karen L. Skidmore, Attorney-in-Fact
(Pursuant to Powers of Attorney previously filed)

FRANKLIN VALUEMARK FUNDS
REGISTRATION STATEMENT
EXHIBITS INDEX

EXHIBIT NO. DESCRIPTION LOCATION

EX-99.B1(i) Declaration of Trust *

EX-99.B2 By-Laws *

EX-99.B5(i) Management Agreement between Registrant and *
Franklin Advisers, Inc.

EX-99.B5(ii) Addendum to Investment Management Agreement dated *
March 14, 1989

EX-99.B5(iii) Management Agreement between Registrant on behalf *
of International Equity and Pacific Growth Fund,
and Franklin Advisers, Inc. dated January 27, 1992

EX-99.B5(iv) Subadvisory Agreement between Franklin Advisers, *
Inc. and Templeton Investment Counsel, Inc. dated
January 1, 1993.

EX-99.B5(v) Management Agreement between Registrant on behalf *
of Franklin Rising Dividends Fund, and Franklin
Advisory Services, Inc. dated July 1, 1996

EX-99.B5(vi) Investment Management Agreement between the Trust, *
on behald of the Templeton Global Growth Fund and
Templeton, Galbraith & Hansberger Ltd., dated
March 15, 1994

EX-99.B5(vii) Subadvisory Agreement between Franklin Advisers, *
Inc. and Tempelton Investment Counsel, on behalf
of Global Income Fund dated August 1, 1994

EX-99.B5(viii) Investment Management Agreement between *
Registrant, on behalf of Templeton Global Asset
Allocation Fund and Tempelton, Galbraith &
Hansberger Ltd. dated April 19, 1995

EX-99.B5(ix) Subadvisory Agreement between Tempelton, Galbraith *
& Hansberger Ltd and Tempelton Investment Counsel,
on behalf of Templeton Global Asset Allocation
Fund dated April 19, 1995

EX-99.B5(x) Fund Adminsitration Agreement between Registrant *
on behalf of Templeton Global Asset Allocation
Fund, and Franklin Templeton Services, dated
October 1, 1996

EX-99.B5(xi) Management Agreement between Registrant on behalf *
of Small Cap Fund and Franklin Advisers, Inc.,
dated October 11, 1995

EX-99.B5(xii) Investment Management Agreement between Registrant *
on behalf of Templeton Developing Markets Equity
Fund, and Tempelton, Galbriath & Hansberger, dated
October 1, 1995

EX-99.B5(xiii) Fund Administration Agreement between Registrant, *
on behalf of International Smaller Companies Fund
and Franklin Tempelton Services, Inc., dated
October 1, 1996

EX-99.B5(xiv) Investment Management Agreement between *
Registrant, on behalf of International Smaller
Companies Fund and Tempelton Investment Counsel,
Inc., dated January 18, 1996

EX-99.B5(xv) Management Agreement between Registrant, on behalf *
of Captial Growth Fund and Franklin Advisers,
Inc., dated January 18, 1996

EX-99.B5(xvi) Amendment to Management Agreement between *
Registrant and Franklin Advisers, Inc., dated
August 1, 1995

EX-99.B5(xvii) Management Agreement between Registrant, on behalf *
of Mutual Discovery Securities Fund and Mutual
Shares Securities Fund and Franklin Mutual
Adivsers, Inc., dated October 18, 1996

EX-.B5(xviii) Fund Administration Agreement between Registrant, *
on behalf of Mutual Discovery Securities Fund and
Mutual Shares Securities Fund and Franklin
Tempelton Services, Inc., dated October 18, 1996

EX-99.B8(i) Foreign Exchange Netting Agreement between *
Franklin Valuemark Funds, on behalf of the
International Equity Fund, and Morgan Guaranty
Trust Company of New York, dated march 19, 1992

EX-99.B8(ii) Foreign Exchange Netting Agreement between *
Franklin Valuemark Funds, on behalf of the Pacific
Growth Fund, and Morgan Guaranty Trust Company of
New York, dated march 19, 1992

EX-99.B8(iii) Custody Agreement between the Registrant, on *
behalf of the Templeton Developing Markets Equity
Fund and the Tempelton Global Growth Fund, and the
Chase Manhattan Bank, N.A. dated March 15, 1994

EX-99.B8(iv) Master Custody Agreement between the Registrant, *
and the bank of new York, dated February 16, 1996

EX-99.B8(v) Terminal Link Agreement between Registrant and *
Bank of New York, dated February 16, 1996

EX-99.B8(vi) Amendment to Global Custody Agreement between Attached
Franklin Valuemark Funds and the Chase Manhattan
Bank, N.A. dated April 1, 1996

EX-99B8(vii) Amendment to Master Custody Agreement between Attached
Franklin Valuemark Funds and the Bank Of New York,
dated April 1, 1996.

EX-99.B8(viii) Letter Agreement between Franklin Valuemark Funds *
and the Bank Of New York, dated April 22, 1996.

EX-99.B8(ix) Custody Agreement between Registrant on behalf of Attached
Mutual Discovery Investments Fund and Mutual
Shares Investments Fund, and the State Street Bank
and Trust

EX-99.B10(i) Opinion of Counsel *

EX-99.B11(i) Consent of Independent Auditors dated April 21, Attached
1997

EX-99.B13(i) Letter of Understanding dated April 11, 1995 *

EX-99.B13(ii) Letter of Understanding dated September 12, 1995

EX-99.B13(iii) Letter of Understanding dated April 4, 1996

EX-99.B13(iv) Letter of Understanding dated October 21, 1996

EX-99.B17(i) Power of Attorney from Officers and Directors of *
the Registrant executed July 15, 1995

EX-99.B17(ii) Certificate of Secretary dated July 18, 1995 *

EX-27.B27(1) Financial Data Schedule for Money Market Fund Attached

EX-27.B27(2) Financial Data Schedule for Growth & Income Fund Attached

EX-27.B27(3) Financial Data Schedule for Precious Metals Fund Attached

EX-27.B27(4) Financial Data Schedule for Real Estate Securities Attached
Fund

EX-27.B27(5) Financial Data Schedule for Utility Equity Fund Attached

EX-27.B27(6) Financial Data Schedule for High Income Fund Attached

EX-27.B27(7) Financial Data Schedule for Templeton Global Attached
Income Securities Fund

EX-27.B27(8) Financial Data Schedule for Investment Grade Attached
Intermediate Bond Fund

EX-27.B27(9) Financial Data Schedule for Income Securities Attached
Fund

EX-27.B27(10) Financial Data Schedule for U.S. Government Attached
Securities Fund

EX-27.B27(11) Financial Data Schedule for Zero Coupon Fund-2000 Attached

EX-27.B27(12) Financial Data Schedule for Zero Coupon Fund-2005 Attached

EX-27.B27(13) Financial Data Schedule for Zero Coupon Fund-2010 Attached

EX-27.B27(14) Financial Data Schedule for Adjustable U.S. Attached
Government Fund

EX-27.B27(15) Financial Data Schedule for Rising Dividends Attached
Fund

EX-27.B27(16) Financial Data Schedule for Templeton Pacific Attached
Growth Fund

EX-27.B27(17) Financial Data Schedule for International Equity Attached
Fund

EX-27.B27(18) Financial Data Schedule for Developing Markets Attached
Equity Fund

EX-27.B27(19) Financial Data Schedule for Global Growth Fund Attached

EX-27.B27(20) Financial Data Schedule for Templeton Global Attached
Asset Allocation Fund

EX-27.B27(21) Financial Data Schedule for Small Cap Fund Attached

EX-27.B27(22) Financial Data Schedule for Capital Growth Fund Attached

EX-27.B27(23) Financial Data Schedule for International Smaller Attached
Companies Fund

EX-27.B27(24) Financial Data Schedule for Mutual Discovery Attached
Securities Fund

EX-27.B27(25) Financial Data Schedule for Mutual Shares Attached
Securities Fund

*Incorporated by Reference

Amendment to Global Custody Agreement

The Chase Manhattan Bank, N.A., and Franklin Valuemark Funds, a Massachusetts
business trust, hereby amend Schedule B of their Global Custody Agreement of
March 15, 1994 to read as follows:

SCHEDULE B

Registered Investment Company Series

Franklin Valuemark Funds Templeton Global Income Securities
Fund Templeton Developing Markets Equity Fund
Templeton Global Growth Fund Templeton Global
Asset Allocation Fund Templeton International
Equity Fund Templeton Pacific Growth Fund
Templeton International Smaller Companies Fund

Dated as of: April 1, 1996

FRANKLIN VALUEMARK FUNDS

By: /s/Deborah R. Gatzek

Title: Vice President and Secretary

THE CHASE MANHATTAN BANK, N.A.

By: /s/Lenore Vanden-Handel

Title: Vice President

Amendment to Master Custody Agreement

The Bank of New York and Franklin Valuemark Funds, for itself and on behalf of
its series, hereby amend Schedule A of the Master Custody Agreement dated as of
February 16, 1996, to add the series listed below:

SCHEDULE B

Registered Investment Company Series

Franklin Valuemark Funds Capital Growth Fund

Dated as of: April 1, 1996

FRANKLIN VALUEMARK FUNDS

By: /s/Deborah R. Gatzek

Title: Vice President & Secretary

THE BANK OF NEW YORK

By: /s/Stephen E. Grunston

Title: Vice President

MASTER CUSTODY AGREEMENT

THIS CUSTODY AGREEMENT ("Agreement") is made and entered into as of
November 8, 1996, by and between Franklin Valuemark Funds ("Investment
Company"), for itself and for each of its Series listed on Exhibit A, and State
Street Bank and Trust Company, a Massachusetts Trust Company authorized to do a
banking business (the "Custodian").

RECITALS

A. The Investment Company is an investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act")
that invests and reinvests, for itself or on behalf of its Series, in Domestic
Securities and Foreign Securities.

B. The Custodian is, and has represented to the Investment Company
that the Custodian is, a "bank" as that term is defined in Section 2(a)(5) of
the Investment Company Act, and is eligible to receive and maintain custody of
investment company assets pursuant to Section 17(f) and Rule 17f-2 thereunder.

C. The Custodian and the Investment Company, for itself and for each
of its Series, desire to provide for the retention of the Custodian as a
custodian of the assets of the Investment Company and each Series, on the terms
and subject to the provisions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

Section 1.0 FORM OF AGREEMENT

Although the parties have executed this Agreement in the form of a
Master Custody Agreement for administrative convenience, this Agreement shall
create a separate custody agreement for each Series designated on Exhibit A, as
though the Investment Company had separately executed an identical custody
agreement for itself and for each of its Series. No rights, responsibilities or
liabilities of any Series shall be attributed to any other or Series.

Section 1.1 DEFINITIONS

For purposes of this Agreement, the following terms shall have the
respective meanings specified below:

"Agreement" shall mean this Custody Agreement.

"Board" shall mean the Board of Trustees, of the Investment Company.

"Business Day" with respect to any Domestic Security means any day,
other than a Saturday or Sunday, that is not a day on which banking institutions
are authorized or required by law to be closed in The City of New York and, with
respect to Foreign Securities, a London Business Day. "London Business Day"
shall mean any day on which dealings and deposits in U.S. dollars are transacted
in the London interbank market.

"Custodian" shall mean State Street Bank and Trust Company.

"Domestic Securities" shall have the meaning provided in Subsection
2.1 hereof.

"Executive Committee" shall mean the executive committee of the Board.

"Foreign Custodian" shall have the meaning provided in Section 4.1
hereof.

"Foreign Securities" shall have the meaning provided in Section 2.1
hereof.

"Foreign Securities Depository" shall have the meaning provided in
Section 4.1 hereof.

"Fund" shall mean a Series.

"Investment Company" shall mean Franklin Valuemark Funds

"Investment Company Act" shall mean the Investment Company Act of
1940, as amended.

"Securities" shall have the meaning provided in Section 2.1 hereof.

"Securities System" shall have the meaning provided in Section 3.1
hereof.

"Securities System Account" shall have the meaning provided in
Subsection 3.8(a) hereof.

"Series" shall mean a series of the Investment Company which is
identified as such on Exhibit A.

"Shares" shall mean shares of beneficial interest of the Investment
Company.

"Subcustodian" shall have the meaning provided in Subsection 3.7
hereof, but shall not include any Foreign Custodian.

"Transfer Agent" shall mean the duly appointed and acting transfer
agent for the Investment Company.

"Writing" shall mean a communication in writing, a communication by
telex, facsimile transmission, bankwire or other teleprocess or
electronic instruction system acceptable to the Custodian.

Section 2. APPOINTMENT OF CUSTODIAN; DELIVERY OF ASSETS

2.1 Appointment of Custodian. The Investment Company hereby appoints
and designates the Custodian as a custodian of the assets of the Fund, including
cash denominated in U.S. dollars or foreign currency ("cash"), securities the
Fund desires to be held within the United States ("Domestic Securities") and
securities it desires to be held outside the United States ("Foreign
Securities"). Domestic Securities and Foreign Securities are sometimes referred
to herein, collectively, as "Securities." The Custodian hereby accepts such
appointment and designation and agrees that it shall maintain custody of the
assets of the Fund delivered to it hereunder in the manner provided for herein.

2.2 Delivery of Assets. The Investment Company may deliver to the
Custodian Securities and cash owned by the Funds, payments of income, principal
or capital distributions received by the Funds with respect to Securities owned
by the Funds from time to time, and the consideration received by the Funds for
such Shares or other securities of the Funds as may be issued and sold from time
to time. The Custodian shall have no responsibility whatsoever for any property
or assets of the Funds held or received by the Funds and not delivered to the
Custodian pursuant to and in accordance with the terms hereof. All Securities
accepted by the Custodian on behalf of the Funds under the terms of this
Agreement shall be in "street name" or other good delivery form as determined by
the Custodian.

2.3 Subcustodians. Upon receipt of Proper Instructions and a
certified copy of a resolution of the Board or of the Executive Committee, and
certified by the Secretary or an Assistant Secretary, of an Investment Company,
the Custodian may from time to time appoint one or more other Subcustodians or
Foreign Custodians to hold assets of the affected Funds in accordance with the
provisions of this Agreement.

2.4 No Duty to Manage. The Custodian, a Subcustodian or a Foreign
Custodian shall not have any duty or responsibility to manage or recommend
investments of the assets of any Fund held by them or to initiate any purchase,
sale or other investment transaction in the absence of Proper Instructions or
except as otherwise specifically provided herein.

Section 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE FUNDS
HELD BY THE CUSTODIAN

3.1 Holding Securities. The Custodian shall hold and physically
segregate from any property owned by the Custodian, for the account of each
Fund, all non-cash property delivered by each Fund to the Custodian hereunder
other than Securities which, pursuant to Subsection 3.8 hereof, are held through
a registered clearing agency, a registered securities depository, the Federal
Reserve's book-entry securities system (referred to herein, individually, as a
"Securities System"), or held by a Subcustodian, Foreign Custodian or in a
Foreign Securities Depository.

3.2 Delivery of Securities. Except as otherwise provided in
Subsection 3.5 hereof, the Custodian, upon receipt of Proper Instructions, shall
release and deliver Securities owned by a Fund and held by the Custodian in the
following cases or as otherwise directed in Proper Instructions:

(a) except as otherwise provided herein, upon sale of such
Securities for the account of the Fund and receipt by the Custodian, a
Subcustodian or a Foreign Custodian of payment therefor;

(b) upon the receipt of payment by the Custodian, a
Subcustodian or a Foreign Custodian in connection with any repurchase agreement
related to such Securities entered into by the Fund;

(c) in the case of a sale effected through a Securities
System, in accordance with the provisions of Subsection 3.8 hereof;

(d) to a tender agent or other authorized agent in connection
with (i) a tender or other similar offer for Securities owned by the Fund, or
(ii) a tender offer or repurchase by the Fund of its own Shares;

(e) to the issuer thereof or its agent when such Securities
are called, redeemed, retired or otherwise become payable; provided, that in any
such case, the cash or other consideration is to be delivered to the Custodian,
a Subcustodian or a Foreign Custodian;

(f) to the issuer thereof, or its agent, for transfer into the
name or nominee name of the Fund, the name or nominee name of the Custodian, the
name or nominee name of any Subcustodian or Foreign Custodian; or for exchange
for a different number of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided that, in any such case,
the new Securities are to be delivered to the Custodian, a Subcustodian or
Foreign Custodian;

(g) to the broker selling the same for examination in
accordance with the "street delivery" custom;

(h) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, or reorganization of the issuer of such
Securities, or pursuant to a conversion of such Securities; provided that, in
any such case, the new Securities and cash, if any, are to be delivered to the
Custodian or a Subcustodian;

(i) in the case of warrants, rights or similar securities, the
surrender thereof in connection with the exercise of such warrants, rights or
similar Securities or the surrender of interim receipts or temporary Securities
for definitive Securities; provided that, in any such case, the new Securities
and cash, if any, are to be delivered to the Custodian, a subcustodian or a
Foreign Custodian;

(j) for delivery in connection with any loans of Securities
made by the Fund, but only against receipt by the Custodian, a Subcustodian or a
Foreign Custodian of adequate collateral as determined by the Fund (and
identified in Proper Instructions communicated to the Custodian), which may be
in the form of cash or obligations issued by the United States government, its
agencies or instrumentalities, except that in connection with any loans for
which collateral is to be credited to the account of the Custodian, a
Subcustodian or a Foreign Custodian in the Federal Reserve's book-entry
securities system, the Custodian will not be held liable or responsible for the
delivery of Securities owned by the Fund prior to the receipt of such
collateral;

(k) for delivery as security in connection with any borrowings
by the Fund requiring a pledge of assets by the Fund, but only against receipt
by the Custodian, a Subcustodian or a Foreign Custodian of amounts borrowed;

(l) for delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, a Subcustodian or a Foreign Custodian
and a broker-dealer relating to compliance with the rules of registered clearing
corporations and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund;

(m) for delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, a Subcustodian or a Foreign Custodian
and a futures commission merchant, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund;

(n) upon the receipt of instructions from the Transfer Agent
for delivery to the Transfer Agent or to the holders of Shares in connection
with distributions in kind in satisfaction of requests by holders of Shares for
repurchase or redemption; and

(o) for any other proper purpose, but only upon receipt of
Proper Instructions, and a certified copy of a resolution of the Board or of the
Executive Committee certified by the Secretary or an Assistant Secretary of the
Fund, specifying the securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom delivery of such securities
shall be made.

3.3 Registration of Securities. Securities held by the Custodian, a
Subcustodian or a Foreign Custodian (other than bearer Securities) shall be
registered in the name or nominee name of the appropriate Fund, in the name or
nominee name of the Custodian or in the name or nominee name of any Subcustodian
or Foreign Custodian. Each Fund agrees to hold the Custodian, any such nominee,
Subcustodian or Foreign Custodian harmless from any liability as a holder of
record of such Securities.

3.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts for each Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Agreement, and shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
hereunder from or for the account of each Fund, other than cash maintained by a
Fund in a bank account established and used in accordance with Rule 17f-3 under
the Fund Act. Funds held by the Custodian for a Fund may be deposited by it to
its credit as Custodian in the banking departments of the Custodian, a
Subcustodian or a Foreign Custodian. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity. In the event a Fund's account for any reason
becomes overdrawn, or in the event an action requested in Proper Instructions
would cause such an account to become overdrawn, the Custodian shall immediately
notify the affected Fund.

3.5 Collection of Income; Trade Settlement; Crediting of Accounts.
The Custodian shall collect income payable with respect to Securities owned by
each Fund, settle Securities trades for the account of each Fund and credit and
debit each Fund's account with the Custodian in connection therewith as stated
in this Subsection 3.5. This Subsection shall not apply to repurchase
agreements, which are treated in Subsection 3.2(b), above.

(a) Upon receipt of Proper Instructions, the Custodian shall
effect the purchase of a Security by charging the account of the Fund on the
contractual settlement date, and by making payment against delivery. If the
seller or selling broker fails to deliver the Security within a reasonable
period of time, the Custodian shall notify the Fund and credit the transaction
amount to the account of the Fund, but the Custodian shall have no further
liability or responsibility for the transaction.

(b) Upon receipt of Proper Instructions, the Custodian shall
effect the sale of a Security by withdrawing a certificate or other indicia of
ownership from the account of the Fund and by making delivery against payment,
and shall credit the account of the Fund with the amount of such proceeds on the
contractual settlement date. If the purchaser or the purchasing broker fails to
make payment within a reasonable period of time, the Custodian shall notify the
Fund, debit the Fund's account for any amounts previously credited to it by the
Custodian as proceeds of the transaction and, if delivery has not been made,
redeposit the Security into the account of the Fund.

(c) The Fund is responsible for ensuring that the Custodian
receives timely and accurate Proper Instructions to enable the Custodian to
effect settlement of any purchase or sale. If the Custodian does not receive
such instructions within the required time period, the Custodian shall have no
liability of any kind to any person, including the Fund, for failing to effect
settlement on the contractual settlement date. However, the Custodian shall use
its best reasonable efforts to effect settlement as soon as possible after
receipt of Proper Instructions.

(d) The Custodian shall credit the account of the Fund with
interest income payable on interest bearing Securities on payable date.
Dividends and other amounts payable with respect to Domestic Securities and
Foreign Securities shall be credited to the account of the Fund when received by
the Custodian. The Custodian shall not be required to commence suit or
collection proceedings or resort to any extraordinary means to collect such
income and other amounts payable with respect to Securities owned by the Fund.
The collection of income due the Fund on Domestic Securities loaned pursuant to
the provisions of Subsection 3.2(j) shall be the responsibility of the Fund. The
Custodian will have no duty or responsibility in connection therewith, other
than to provide the Fund with such information or data as may be necessary to
assist the Fund in arranging for the timely delivery to the Custodian of the
income to which the Fund is entitled. The Custodian shall have no liability to
any person, including the Fund, if the Custodian credits the account of the Fund
with such income or other amounts payable with respect to Securities owned by
the Fund (other than Securities loaned by the Fund pursuant to Subsection 3.2(j)
hereof) and the Custodian subsequently is unable to collect such income or other
amounts from the payors thereof within a reasonable time period, as determined
by the Custodian in its sole discretion. In such event, the Custodian shall be
entitled to reimbursement of the amount so credited to the account of the Fund.

3.6 Payment of Fund Monies. Upon receipt of Proper Instructions
the Custodian shall pay out monies of a Fund in the following cases or as
otherwise directed in Proper Instructions:

(a) upon the purchase of Securities, futures contracts or
options on futures contracts for the account of the Fund but only, except as
otherwise provided herein, (i) against the delivery of such securities, or
evidence of title to futures contracts or options on futures contracts, to the
Custodian or a Subcustodian registered pursuant to Subsection 3.3 hereof or in
proper form for transfer; (ii) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in Subsection 3.8
hereof; or (iii) in the case of repurchase agreements entered into between the
Fund and the Custodian, another bank or a broker-dealer (A) against delivery of
the Securities either in certificated form to the Custodian or a Subcustodian or
through an entry crediting the Custodian's account at the appropriate Federal
Reserve Bank with such Securities or (B) against delivery of the confirmation
evidencing purchase by the Fund of Securities owned by the Custodian or such
broker-dealer or other bank along with written evidence of the agreement by the
Custodian or such broker-dealer or other bank to repurchase such Securities from
the Fund;

(b) in connection with conversion, exchange or surrender
of Securities owned by the Fund as set forth in Subsection 3.2 hereof;

(d) for the payment of any expense or liability incurred by
the Fund, including but not limited to the following payments for the account of
the Fund: custodian fees, interest, taxes, management, accounting, transfer
agent and legal fees and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred expenses;
and

(e) for the payment of any dividends or distributions
declared by the Board with respect to the Shares.

3.7 Appointment of Subcustodians. The Custodian may, upon receipt of
Proper Instructions, another bank or trust company, which is itself qualified
under the Investment Company Act to act as a custodian (a "Subcustodian"), as
the agent of the Custodian to carry out such of the duties of the Custodian
hereunder as a Custodian may from time to time direct; provided, however, that
the appointment of any Subcustodian shall not relieve the Custodian of its
responsibilities or liabilities hereunder.

3.8 Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain Domestic Securities owned by a Fund in a Securities
System in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:

(a) the Custodian may hold Domestic Securities of the Fund in
the Depository Trust Company or the Federal Reserve's book entry system or, upon
receipt of Proper Instructions, in another Securities System provided that such
securities are held in an account of the Custodian in the Securities System
("Securities System Account") which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or otherwise for
customers;

(b) the records of the Custodian with respect to Domestic
Securities of the Fund which are maintained in a Securities System shall
identify by book-entry those Domestic Securities belonging to the Fund;

(c) the Custodian shall pay for Domestic Securities purchased
for the account of the Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Securities System
Account, and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund. The Custodian
shall transfer Domestic Securities sold for the account of the Fund upon (A)
receipt of advice from the Securities System that payment for such securities
has been transferred to the Securities System Account, and (B) the making of an
entry on the records of the Custodian to reflect such transfer and payment for
the account of the Fund. Copies of all advices from the Securities System of
transfers of Domestic Securities for the account of the Fund shall be maintained
for the Fund by the Custodian and be provided to the Fund at its request. Upon
request, the Custodian shall furnish the Fund confirmation of the transfer to or
from the account of the Fund in the form of a written advice or notice; and

(d) upon request, the Custodian shall provide the Fund with
any report obtained by the Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding domestic
securities deposited in the Securities System.

3.9 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts for and on
behalf of a Fund, into which account or accounts may be transferred cash and/or
Securities, including Securities maintained in an account by the Custodian
pursuant to Section 3.8 hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer or futures
commission merchant, relating to compliance with the rules of registered
clearing corporations and of any national securities exchange (or the Commodity
Futures Trading Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes of segregating cash
or securities in connection with options purchased, sold or written by the Fund
or commodity futures contracts or options thereon purchased or sold by the Fund,
and (iii) for other proper corporate purposes, but only, in the case of this
clause (iii), upon receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Board or of the Executive Committee certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes.

3.10 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Fund held by it and in connection with
transfers of such securities.

3.11 Proxies. The Custodian shall, with respect to the Securities
held hereunder, promptly deliver to each Fund all proxies, all proxy soliciting
materials and all notices relating to such Securities. If the Securities are
registered otherwise than in the name of a Fund or a nominee of a Fund, the
Custodian shall use its best reasonable efforts, consistent with applicable law,
to cause all proxies to be promptly executed by the registered holder of such
Securities in accordance with Proper Instructions.

3.12 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit promptly to each Fund all written information
(including, without limitation, pendency of calls and maturities of Securities
and expirations of rights in connection therewith and notices of exercise of put
and call options written by the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the Custodian from issuers of
Securities being held for the Fund. With respect to tender or exchange offers,
the Custodian shall transmit promptly to each Fund all written information
received by the Custodian from issuers of the Securities whose tender or
exchange is sought and from the party (or its agents) making the tender or
exchange offer. If a Fund desires to take action with respect to any tender
offer, exchange offer or any other similar transaction, the Fund shall notify
the Custodian at least three Business Days prior to the date of which the
Custodian is to take such action.

3.13 Reports by Custodian. The Custodian shall each business day
furnish each Fund with a statement summarizing all transactions and entries for
the account of the Fund for the preceding day. At the end of every month, the
Custodian shall furnish each Fund with a list of the cash and portfolio
securities showing the quantity of the issue owned, the cost of each issue and
the market value of each issue at the end of each month. Such monthly report
shall also contain separate listings of (a) unsettled trades and (b) when-issued
securities. The Custodian shall furnish such other reports as may be mutually
agreed upon from time-to-time.

Section 4. CERTAIN DUTIES OF THE CUSTODIAN WITH RESPECT TO ASSETS OF THE
FUNDS HELD OUTSIDE THE UNITED STATES

4.1 Custody Outside the United States. Each Fund authorizes the
Custodian to hold Foreign Securities and cash in custody accounts which have
been established by the Custodian with (i) its foreign branches, (ii) foreign
banking institutions, foreign branches of United States banks and subsidiaries
of United States banks or bank holding companies (each a "Foreign Custodian")
and (iii) Foreign Securities depositories or clearing agencies (each a "Foreign
Securities Depository"); provided, however, that the appropriate Board or
Executive Committee has approved in advance the use of each such Foreign
Custodian and Foreign Securities Depository and the contract between the
Custodian and each Foreign Custodian and that such approval is set forth in
Proper Instructions and a certified copy of a resolution of the Board or of the
Executive Committee certified by the Secretary or an Assistant Secretary of the
appropriate Investment Company. Unless expressly provided to the contrary in
this Section 4, custody of Foreign Securities and assets held outside the United
States by the Custodian, a Foreign Custodian or through a Foreign Securities
Depository shall be governed by this Agreement, including Section 3 hereof.

4.2 Assets to be Held. The Custodian shall limit the securities and
other assets maintained in the custody of its foreign branches, Foreign
Custodians and Foreign Securities Depositories to: (i) "foreign securities", as
defined in paragraph (c) (1) of Rule 17f-5 under the Fund Act, and (ii) cash and
cash equivalents in such amounts as the Custodian or an affected Fund may
determine to be reasonably necessary to effect the Fund's Foreign Securities
transactions.

4.3 Omitted.

4.4 Segregation of Securities. The Custodian shall identify on its
books and records as belonging to the appropriate Fund, the Foreign Securities
of each Fund held by each Foreign Custodian.

4.5 Agreements with Foreign Custodians. Each agreement between the
Custodian and a Foreign Custodian shall be substantially in the form as
delivered to the Investment Company for its Board's review, and shall not be
amended in a way that materially adversely affects any Fund without the prior
written consent of the Fund. Upon request, the Custodian shall certify to the
Funds that an agreement between the Custodian and a Foreign Custodian meets the
requirements of Rule 17f-5 under the 1940 Act.

4.6 Access of Independent Accountants of the Funds. Upon request of
a Fund, the Custodian will use its best reasonable efforts to arrange for the
independent accountants or auditors of the Fund to be afforded access to the
books and records of any Foreign Custodian insofar as such books and records
relate to the custody by any such Foreign Custodian of assets of the Fund.

4.7 Transactions in Foreign Custody Accounts. Upon receipt of Proper
Instructions, the Custodian shall instruct the appropriate Foreign Custodian to
transfer, exchange or deliver Foreign Securities owned by a Fund, but, except to
the extent explicitly provided herein, only in any of the cases specified in
Subsection 3.2. Upon receipt of Proper Instructions, the Custodian shall pay out
or instruct the appropriate Foreign Custodian to pay out monies of a Fund in any
of the cases specified in Subsection 3.6. Notwithstanding anything herein to the
contrary, settlement and payment for Foreign Securities received for the account
of a Fund and delivery of Foreign Securities maintained for the account of a
Fund may be effected in accordance with the customary or established securities
trading or securities processing practices and procedures in the jurisdiction or
market in which the transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt with the expectation of
receiving later payment for such securities from such purchaser or dealer.
Foreign Securities maintained in the custody of a Foreign Custodian may be
maintained in the name of such entity or its nominee name to the same extent as
set forth in Section 3.3 of this Agreement and each Fund agrees to hold any
Foreign Custodian and its nominee harmless from any liability as a holder of
record of such securities.

4.8 Liability of Foreign Custodian. Each agreement between the
Custodian and a Foreign Custodian shall, unless otherwise mutually agreed to by
the Custodian and a Fund, require the Foreign Custodian to exercise reasonable
care or, alternatively, impose a contractual liability for breach of contract
without an exception based upon a standard of care in the performance of its
duties and to indemnify and hold harmless the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Custodian's performance of such obligations. At the election of
a Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a Foreign Custodian as a consequence of any
such loss, damage, cost, expense, liability or claim if and to the extent that
the Fund has not been made whole for any such loss, damage, cost, expense,
liability or claim, unless such subrogation is prohibited by local law.

4.9 Monitoring Responsibilities.

(a) The Custodian will promptly inform each Fund in the event
that the Custodian learns of a material adverse change in the financial
condition of a Foreign Custodian or learns that a Foreign Custodian's financial
condition has declined or is likely to decline below the minimum levels required
by Rule 17f-5 of the 1940 Act.

(b) The custodian will furnish such information as may be
reasonably necessary to assist the Investment Company's Board in its annual
review and approval of the continuance of all contracts or arrangements with
Foreign Subcustodians.

Section 5. PROPER INSTRUCTIONS

As used in this Agreement, the term "Proper Instructions" means
instructions of a Fund received by the Custodian via telephone or in Writing
which the Custodian believes in good faith to have been given by Authorized
Persons (as defined below) or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Custodian may specify.
Any Proper Instructions delivered to the Custodian by telephone shall promptly
thereafter be confirmed in accordance with procedures, and limited in subject
matter, as mutually agreed upon by the parties. Unless otherwise expressly
provided, all Proper Instructions shall continue in full force and effect until
canceled or superseded. If the Custodian requires test arrangements,
authentication methods or other security devices to be used with respect to
Proper Instructions, any Proper Instructions given by the Funds thereafter shall
be given and processed in accordance with such terms and conditions for the use
of such arrangements, methods or devices as the Custodian may put into effect
and modify from time to time. The Funds shall safeguard any testkeys,
identification codes or other security devices which the Custodian shall make
available to them. The Custodian may electronically record any Proper
Instructions given by telephone, and any other telephone discussions, with
respect to its activities hereunder. As used in this Agreement, the term
"Authorized Persons" means such officers or such agents of a Fund as have been
properly appointed pursuant to a resolution of the Board or Executive Committee,
a certified copy of which has been provided to the Custodian, to act on behalf
of the Fund under this Agreement. Each of such persons shall continue to be an
Authorized Person until such time as the Custodian receives Proper Instructions
that any such officer or agent is no longer an Authorized Person.

Section 6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from
a Fund:

(a) make payments to itself or others for minor expenses of
handling Securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the Fund;

(b) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and

(c) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer and other
dealings with the Securities and property of the Fund except as otherwise
provided in Proper Instructions.

Section 7. EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions
(conveyed by telephone or in Writing), notice, request, consent, certificate or
other instrument or paper believed by it to be genuine and to have been properly
given or executed by or on behalf of a Fund. The Custodian may receive and
accept a certified copy of a resolution of the Board or Executive Committee as
conclusive evidence (a) of the authority of any person to act in accordance with
such resolution or (b) of any determination or of any action by the Board or
Executive Committee as described in such resolution, and such resolution may be
considered as in full force and effect until receipt by the Custodian of written
notice by an Authorized Person to the contrary.

Section 8. DUTY OF CUSTODIAN TO SUPPLY INFORMATION

The Custodian shall cooperate with and supply necessary information
in its possession (to the extent permissible under applicable law) to the entity
or entities appointed by the Board to keep the books of account of a Fund and/or
compute the net asset value per Share of the outstanding Shares of a Fund.

Section 9. RECORDS

The Custodian shall create and maintain all records relating to its
activities under this Agreement which are required with respect to such
activities under Section 31 of the Investment Company Act and Rules 31a-1 and
31a-2 thereunder. All such records shall be the property of the Investment
Company and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or
agents of the Investment Company and employees and agents of the Securities and
Exchange Commission. The Custodian shall, at a Fund's request, supply the Fund
with a tabulation of Securities and Cash owned by the Fund and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.

Section 10. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Investment Company, on behalf of each Fund, and the Custodian. In addition,
should the Custodian in its discretion advance funds (to include overdrafts) to
or on behalf of a Fund pursuant to Proper Instructions, the Custodian shall be
entitled to prompt reimbursement of any amounts advanced. In the event of such
an advance, and to the extent permitted by the 1940 Act and the Fund's policies,
the Custodian shall have a continuing lien and security interest in and to the
property of the Fund in the possession or control of the Custodian or of a third
party acting in the Custodian's behalf, until the advance is reimbursed. Nothing
in this Agreement shall obligate the Custodian to advance funds to or on behalf
of a Fund, or to permit any borrowing by a Fund except for borrowings for
temporary purposes, to the extent permitted by the Fund's policies.

Section 11. RESPONSIBILITY OF CUSTODIAN

The Custodian shall be responsible for the performance of only such
duties as are set forth herein or contained in Proper Instructions and shall use
reasonable care in carrying out such duties. The Custodian shall be liable to a
Fund for any loss which shall occur as the result of the failure of a Foreign
Custodian engaged directly or indirectly by the Custodian to exercise reasonable
care with respect to the safekeeping of securities and other assets of the Fund
to the same extent that the Custodian would be liable to the Fund if the
Custodian itself were holding such securities and other assets. Nothing in this
Agreement shall be read to limit the responsibility or liability of the
Custodian or a Foreign Custodian for their failure to exercise reasonable care
with regard to any decision or recommendation made by the Custodian or
Subcustodian regarding the use or continued use of a Foreign Securities
Depository. In the event of any loss to a Fund by reason of the failure of the
Custodian or a Foreign Custodian to utilize reasonable care, the Custodian shall
be liable to the Fund to the extent of the Fund's damages, to be determined
based on the market value of the property which is the subject of the loss at
the date of discovery of such loss and without reference to any special
conditions or circumstances. The Custodian shall be held to the exercise of
reasonable care in carrying out this Agreement, and shall not be liable for acts
or omissions unless the same constitute negligence or willful misconduct on the
part of the Custodian or any Foreign Custodian engaged directly or indirectly by
the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and
its nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including legal fees and expenses) incurred by the Custodian or its
nominees in connection with the performance of this Agreement with respect to
such Fund, except such as may arise from any negligent action, negligent failure
to act or willful misconduct on the part of the indemnified entity or any
Foreign Custodian. The Custodian shall be entitled to rely, and may act, on
advice of counsel (who may be counsel for a Fund) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice. The Custodian need not maintain any insurance for the benefit of any
Fund.

All collections of funds or other property paid or distributed in
respect of Securities held by the Custodian, agent, Subcustodian or Foreign
Custodian hereunder shall be made at the risk of the Funds. The Custodian shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any
payment, redemption or other transaction regarding securities in respect of
which the Custodian has agreed to take action as provided in Section 3 hereof.
The Custodian shall not be liable for any action taken in good faith upon Proper
Instructions or upon any certified copy of any resolution of the Board and may
rely on the genuineness of any such documents which it may in good faith believe
to be validly executed. Notwithstanding the foregoing, the Custodian shall not
be liable for any loss resulting from, or caused by, the direction of a Fund to
maintain custody of any Securities or cash in a foreign country including, but
not limited to, losses resulting from nationalization, expropriation, currency
restrictions, civil disturbance, acts of war or terrorism, insurrection,
revolution, nuclear fusion, fission or radiation or other similar occurrences,
or events beyond the control of the Custodian. Finally, the Custodian shall not
be liable for any taxes, including interest and penalties with respect thereto,
that may be levied or assessed upon or in respect of any assets of any Fund held
by the Custodian.

Section 12. LIMITED LIABILITY OF THE INVESTMENT COMPANY

The Custodian acknowledges that it has received notice of and
accepts the limitations of liability as set forth in the Investment Company's
Agreement and Declaration of Trust, Articles of Incorporation, or Agreement of
Limited Partnership. The Custodian agrees that each Fund's obligation hereunder
shall be limited to the assets of the Fund, and that the Custodian shall not
seek satisfaction of any such obligation from the shareholders of the Fund nor
from any Board Member, officer, employee, or agent of the Fund or the Investment
Company on behalf of the Fund.

Section 13. EFFECTIVE PERIOD; TERMINATION

This Agreement shall become effective as of the date of its
execution and shall continue in full force and effect until terminated as
hereinafter provided. This Agreement may be terminated by the Investment
Company, on behalf of a Fund, or by the Custodian by 90 days notice in Writing
to the other provided that any termination by the Investment Company shall be
authorized by a resolution of the Board, a certified copy of which shall
accompany such notice of termination, and provided further, that such resolution
shall specify the names of the persons to whom the Custodian shall deliver the
assets of the affected Funds held by the Custodian. If notice of termination is
given by the Custodian, the Investment Company shall, within 90 days following
the giving of such notice, deliver to the Custodian a certified copy of a
resolution of the Board specifying the names of the persons to whom the
Custodian shall deliver assets of the affected Funds held by the Custodian. In
either case the Custodian will deliver such assets to the persons so specified,
after deducting therefrom any amounts which the Custodian determines to be owed
to it hereunder (including all costs and expenses of delivery or transfer of
Fund assets to the persons so specified). If within 90 days following the giving
of a notice of termination by the Custodian, the Custodian does not receive from
the Investment Company certified copies of resolutions of the Board specifying
the names of the persons to whom the Custodian shall deliver the assets of the
Funds held by the Custodian, the Custodian, at its election, may deliver such
assets to a bank or trust company doing business in the State of California to
be held and disposed of pursuant to the provisions of this Agreement or may
continue to hold such assets until a certified copy of one or more resolutions
as aforesaid is delivered to the Custodian. The obligations of the parties
hereto regarding the use of reasonable care, indemnities and payment of fees and
expenses shall survive the termination of this Agreement.

Section 14. MISCELLANEOUS

14.1 Relationship. Nothing contained in this Agreement shall (i)
create any fiduciary, joint venture or partnership relationship between the
Custodian and any Fund or (ii) be construed as or constitute a prohibition
against the provision by the Custodian or any of its affiliates to any Fund of
investment banking, securities dealing or brokerages services or any other
banking or financial services.

14.2 Further Assurances. Each party hereto shall furnish to the
other party hereto such instruments and other documents as such other party may
reasonably request for the purpose of carrying out or evidencing the
transactions contemplated by this Agreement.

14.3 Attorneys' Fees. If any lawsuit or other action or proceeding
relating to this Agreement is brought by a party hereto against the other party
hereto, the prevailing party shall be entitled to recover reasonable attorneys'
fees, costs and disbursements (including allocated costs and disbursements of
in-house counsel), in addition to any other relief to which the prevailing party
may be entitled.

14.4 Notices. Except as otherwise specified herein, each notice or
other communication hereunder shall be in Writing and shall be delivered to the
intended recipient at the following address (or at such other address as the
intended recipient shall have specified in a written notice given to the other
parties hereto):

if to a Fund or Investment Company: if to the Custodian:

Franklin Valuemark Funds State Street Bank and Trust Company
c/o Franklin Resources, Inc. Mutual Fund Custody Manager
777 Mariners Island Blvd. 1776 Heritage Drive
San Mateo, CA 94404 North Quincy, MA 02171
Attention: Chief Legal Officer

14.5 Headings. The underlined headings contained herein are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the interpretation
hereof.

14.6 Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original and both of which, when taken
together, shall constitute one agreement.

14.7 Governing Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of New York
(without giving effect to principles of conflict of laws).

14.8 Force Majeure. Notwithstanding the provisions of Section 11
hereof regarding the Custodian's general standard of care, no failure, delay or
default in performance of any obligation hereunder shall constitute an event of
default or a breach of this agreement, or give rise to any liability whatsoever
on the part of one party hereto to the other, to the extent that such failure to
perform, delay or default arises out of a cause beyond the control and without
negligence of the party otherwise chargeable with failure, delay or default;
including, but not limited to: action or inaction of governmental, civil or
military authority; fire; strike; lockout or other labor dispute; flood; war;
riot; theft; earthquake; natural disaster; breakdown of public or common carrier
communications facilities; computer malfunction; or act, negligence or default
of the other party. This paragraph shall in no way limit the right of either
party to this Agreement to make any claim against third parties for any damages
suffered due to such causes.

14.9 Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns, if any.

14.10 Waiver. No failure on the part of any person to exercise any
power, right, privilege or remedy hereunder, and no delay on the part of any
person in the exercise of any power, right, privilege or remedy hereunder, shall
operate as a waiver thereof; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy.

14.11 Amendments. This Agreement may not be amended, modified,
altered or supplemented other than by means of an agreement or instrument
executed on behalf of each of the parties hereto.

14.12 Severability. In the event that any provision of this
Agreement, or the application of any such provision to any person or set of
circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.

14.13 Parties in Interest. None of the provisions of this Agreement
is intended to provide any rights or remedies to any person other than the
Investment Companies, for themselves and for the Funds, and the Custodian and
their respective successors and assigns, if any.

14.14 Pre-Emption of Other Agreements. In the event of any conflict
between this Agreement, including without limitation any amendments hereto, and
any other agreement which may now or in the future exist between the parties,
the provisions of this Agreement shall prevail.

14.15 Variations of Pronouns. Whenever required by the context
hereof, the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; and the neuter
gender shall include the masculine and feminine genders.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

State Street Bank and Trust Company

By: /s/Ronald Logue
Its: Executive Vice President

Franklin Valuemark Funds

By: /s/Deborah R. Gatzek

Its: Vice President & Secretary

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Post-Effective Amendment No. 23
to the Registration Statement of Franklin Valuemark Funds on Form N-1A File No.
33-23493 of our report dated February 4, 1997 on our audit of the financial
statements and financial highlights of Franklin Valuemark Funds, which report
is included in the Annual Report to Shareholders for the year ended December
31, 1996, which is incorporated by reference in the Registration Statement.

COOPERS & LYBRAND L.L.P.

San Francisco, California
April 21, 1997

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FRANKLIN VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> FVF MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 336,710,542
<INVESTMENTS-AT-VALUE> 336,710,542
<RECEIVABLES> 72,390,004
<ASSETS-OTHER> 0
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<TOTAL-LIABILITIES> 170,733
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<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 22,043,733
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (22,043,733)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 624,484,193
<NUMBER-OF-SHARES-REDEEMED> (667,126,739)
<SHARES-REINVESTED> 22,025,506
<NET-CHANGE-IN-ASSETS> (20,617,040)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,225,389
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,314,100
<AVERAGE-NET-ASSETS> 437,637,312
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .050
<PER-SHARE-GAIN-APPREC> .000
<PER-SHARE-DIVIDEND> (.050)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .430
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 864,711,520
<INVESTMENTS-AT-VALUE> 1,019,880,063
<RECEIVABLES> 59,478,468
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,079,358,531
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,369,523
<TOTAL-LIABILITIES> 1,369,523
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 845,637,889
<SHARES-COMMON-STOCK> 61,406,730
<SHARES-COMMON-PRIOR> 51,898,238
<ACCUMULATED-NII-CURRENT> 39,442,227
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37,740,141
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 155,168,751
<NET-ASSETS> 1,077,989,008
<DIVIDEND-INCOME> 40,633,786
<INTEREST-INCOME> 3,725,065
<OTHER-INCOME> 0
<EXPENSES-NET> (4,845,447)
<NET-INVESTMENT-INCOME> 39,513,404
<REALIZED-GAINS-CURRENT> 37,811,712
<APPREC-INCREASE-CURRENT> 55,138,252
<NET-CHANGE-FROM-OPS> 132,463,368
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (22,230,774)
<DISTRIBUTIONS-OF-GAINS> (78,714,626)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,103,384
<NUMBER-OF-SHARES-REDEEMED> (13,907,925)
<SHARES-REINVESTED> 6,313,033
<NET-CHANGE-IN-ASSETS> 188,501,540
<ACCUMULATED-NII-PRIOR> 22,239,184
<ACCUMULATED-GAINS-PRIOR> 78,563,468
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,463,546
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,845,447
<AVERAGE-NET-ASSETS> 973,469,781
<PER-SHARE-NAV-BEGIN> 17.140
<PER-SHARE-NII> 0.620
<PER-SHARE-GAIN-APPREC> 1.633
<PER-SHARE-DIVIDEND> (0.406)
<PER-SHARE-DISTRIBUTIONS> (1.437)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 17.55
<EXPENSE-RATIO> 0.500
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 100,015,691
<INVESTMENTS-AT-VALUE> 105,283,600
<RECEIVABLES> 3,555,394
<ASSETS-OTHER> 812,903
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,651,897
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73,312
<TOTAL-LIABILITIES> 73,312
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 103,236,291
<SHARES-COMMON-STOCK> 7,668,120
<SHARES-COMMON-PRIOR> 7,467,691
<ACCUMULATED-NII-CURRENT> 1,214,989
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (146,066)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,273,371
<NET-ASSETS> 109,578,585
<DIVIDEND-INCOME> 1,428,329
<INTEREST-INCOME> 642,007
<OTHER-INCOME> 0
<EXPENSES-NET> (812,804)
<NET-INVESTMENT-INCOME> 1,257,532
<REALIZED-GAINS-CURRENT> (188,566)
<APPREC-INCREASE-CURRENT> 935,906
<NET-CHANGE-FROM-OPS> 2,004,872
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,593,439)
<DISTRIBUTIONS-OF-GAINS> (1,460,667)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,826,772
<NUMBER-OF-SHARES-REDEEMED> (5,826,876)
<SHARES-REINVESTED> 200,533
<NET-CHANGE-IN-ASSETS> 4,469,771
<ACCUMULATED-NII-PRIOR> 1,615,202
<ACCUMULATED-GAINS-PRIOR> 1,438,861
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 754,383
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 812,804
<AVERAGE-NET-ASSETS> 125,460,990
<PER-SHARE-NAV-BEGIN> 14.080
<PER-SHARE-NII> .150
<PER-SHARE-GAIN-APPREC> .436
<PER-SHARE-DIVIDEND> (.196)
<PER-SHARE-DISTRIBUTIONS> (.180)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.290
<EXPENSE-RATIO> .650
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FRANKLIN VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> FVF REAL ESTATE SECURITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 218,988,176
<INVESTMENTS-AT-VALUE> 298,843,244
<RECEIVABLES> 25,337,674
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 324,180,918
<PAYABLE-FOR-SECURITIES> 220,928
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,238,795
<TOTAL-LIABILITIES> 1,459,723
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 226,581,013
<SHARES-COMMON-STOCK> 14,568,012
<SHARES-COMMON-PRIOR> 12,266,580
<ACCUMULATED-NII-CURRENT> 11,259,725
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,025,389
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 79,855,068
<NET-ASSETS> 322,721,195
<DIVIDEND-INCOME> 11,995,963
<INTEREST-INCOME> 1,025,568
<OTHER-INCOME> 0
<EXPENSES-NET> (1,383,181)
<NET-INVESTMENT-INCOME> 11,638,350
<REALIZED-GAINS-CURRENT> 5,460,333
<APPREC-INCREASE-CURRENT> 57,769,186
<NET-CHANGE-FROM-OPS> 74,867,869
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (9,713,587)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,215,417
<NUMBER-OF-SHARES-REDEEMED> (2,455,248)
<SHARES-REINVESTED> 541,263
<NET-CHANGE-IN-ASSETS> 109,247,844
<ACCUMULATED-NII-PRIOR> 9,334,962
<ACCUMULATED-GAINS-PRIOR> (434,944)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,335,653
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,383,181
<AVERAGE-NET-ASSETS> 242,249,339
<PER-SHARE-NAV-BEGIN> 17.400
<PER-SHARE-NII> .761
<PER-SHARE-GAIN-APPREC> 4.738
<PER-SHARE-DIVIDEND> (.749)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 22.150
<EXPENSE-RATIO> .570
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1,131,582,574
<INVESTMENTS-AT-VALUE> 1,184,550,481
<RECEIVABLES> 19,608,765
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,204,159,246
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,868,926
<TOTAL-LIABILITIES> 1,868,926
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,019,786,365
<SHARES-COMMON-STOCK> 66,144,551
<SHARES-COMMON-PRIOR> 79,533,668
<ACCUMULATED-NII-CURRENT> 54,346,789
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 75,189,259
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,967,907
<NET-ASSETS> 1,202,290,320
<DIVIDEND-INCOME> 59,257,031
<INTEREST-INCOME> 1,627,033
<OTHER-INCOME> 0
<EXPENSES-NET> (6,430,012)
<NET-INVESTMENT-INCOME> 54,454,052
<REALIZED-GAINS-CURRENT> 82,602,515
<APPREC-INCREASE-CURRENT> (53,557,473)
<NET-CHANGE-FROM-OPS> 83,499,094
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (65,540,030)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,951,179
<NUMBER-OF-SHARES-REDEEMED> (22,222,999)
<SHARES-REINVESTED> 3,882,703
<NET-CHANGE-IN-ASSETS> (239,114,944)
<ACCUMULATED-NII-PRIOR> 65,687,973
<ACCUMULATED-GAINS-PRIOR> (7,668,462)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,097,507
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,430,012
<AVERAGE-NET-ASSETS> 1,295,673,336
<PER-SHARE-NAV-BEGIN> 17.90
<PER-SHARE-NII> 0.910
<PER-SHARE-GAIN-APPREC> 0.285
<PER-SHARE-DIVIDEND> (0.915)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.18
<EXPENSE-RATIO> .500
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FRANKLIN
VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> FVF FRANKLIN HIGH INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 406,708,119
<INVESTMENTS-AT-VALUE> 424,943,010
<RECEIVABLES> 21,276,515
<ASSETS-OTHER> 78,643
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 446,298,168
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 202,643
<TOTAL-LIABILITIES> 202,643
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 389,644,275
<SHARES-COMMON-STOCK> 31,511,357
<SHARES-COMMON-PRIOR> 26,421,108
<ACCUMULATED-NII-CURRENT> 37,005,221
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,211,890
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18,234,139
<NET-ASSETS> 446,095,525
<DIVIDEND-INCOME> 1,642,821
<INTEREST-INCOME> 37,434,091
<OTHER-INCOME> 0
<EXPENSES-NET> (2,068,184)
<NET-INVESTMENT-INCOME> 37,008,728
<REALIZED-GAINS-CURRENT> 1,210,500
<APPREC-INCREASE-CURRENT> 13,294,221
<NET-CHANGE-FROM-OPS> 51,513,449
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (31,018,182)
<DISTRIBUTIONS-OF-GAINS> (1,646,547)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,886,206
<NUMBER-OF-SHARES-REDEEMED> (12,349,882)
<SHARES-REINVESTED> 2,553,925
<NET-CHANGE-IN-ASSETS> 85,191,979
<ACCUMULATED-NII-PRIOR> 31,020,827
<ACCUMULATED-GAINS-PRIOR> 1,641,755
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,985,566
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,068,184
<AVERAGE-NET-ASSETS> 384,479,799
<PER-SHARE-NAV-BEGIN> 13.660
<PER-SHARE-NII> 1.200
<PER-SHARE-GAIN-APPREC> .564
<PER-SHARE-DIVIDEND> (1.200)
<PER-SHARE-DISTRIBUTIONS> (.064)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.160
<EXPENSE-RATIO> .540
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the
FVF Templeton Global Income Securities Fund December 31, 1996 annual
report and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 07
<NAME> FVF TEMPLETON GLOBAL INCOME SECURITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 201946322
<INVESTMENTS-AT-VALUE> 207971426
<RECEIVABLES> 13314134
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 750240
<TOTAL-ASSETS> 222035800
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 313331
<TOTAL-LIABILITIES> 313331
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 206500218
<SHARES-COMMON-STOCK> 16287427
<SHARES-COMMON-PRIOR> 18071046
<ACCUMULATED-NII-CURRENT> 12596126
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4045845)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6671970
<NET-ASSETS> 221722469
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17957900
<OTHER-INCOME> 0
<EXPENSES-NET> 1392272
<NET-INVESTMENT-INCOME> 16565628
<REALIZED-GAINS-CURRENT> 419588
<APPREC-INCREASE-CURRENT> 3321562
<NET-CHANGE-FROM-OPS> 20306778
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (17028466)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1774907
<NUMBER-OF-SHARES-REDEEMED> (4932897)
<SHARES-REINVESTED> 1374371
<NET-CHANGE-IN-ASSETS> (21471615)
<ACCUMULATED-NII-PRIOR> 14271863
<ACCUMULATED-GAINS-PRIOR> (5678332)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1262055
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1392272
<AVERAGE-NET-ASSETS> 226836567
<PER-SHARE-NAV-BEGIN> 13.46
<PER-SHARE-NII> 1.02
<PER-SHARE-GAIN-APPREC> .17
<PER-SHARE-DIVIDEND> (1.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.61
<EXPENSE-RATIO> .61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> FVF INVESTMENT GRADE INTERMEDIATE

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> OCT-25-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 11,806,190
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,859,681
<OTHER-INCOME> 0
<EXPENSES-NET> (786,879)
<NET-INVESTMENT-INCOME> 7,072,802
<REALIZED-GAINS-CURRENT> (2,478,983)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,593,819
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,616,357)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,352,163
<NUMBER-OF-SHARES-REDEEMED> (13,805,712)
<SHARES-REINVESTED> 647,359
<NET-CHANGE-IN-ASSETS> (165,902,994)
<ACCUMULATED-NII-PRIOR> 8,616,148
<ACCUMULATED-GAINS-PRIOR> (426,054)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 762,219
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 786,879
<AVERAGE-NET-ASSETS> 161,347,575
<PER-SHARE-NAV-BEGIN> 14.050
<PER-SHARE-NII> 0.690
<PER-SHARE-GAIN-APPREC> (0.296)
<PER-SHARE-DIVIDEND> (0.754)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.69
<EXPENSE-RATIO> 0.600
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FRANKLIN
VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 09
<NAME> FVF INCOME SECURITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1,194,708,385
<INVESTMENTS-AT-VALUE> 1,272,241,931
<RECEIVABLES> 80,383,315
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,352,625,246
<PAYABLE-FOR-SECURITIES> 517,007
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,448,819
<TOTAL-LIABILITIES> 1,965,826
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,152,135,653
<SHARES-COMMON-STOCK> 78,493,846
<SHARES-COMMON-PRIOR> 76,913,014
<ACCUMULATED-NII-CURRENT> 99,623,131
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 21,370,923
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 77,529,713
<NET-ASSETS> 1,350,659,420
<DIVIDEND-INCOME> 31,792,041
<INTEREST-INCOME> 78,393,845
<OTHER-INCOME> 0
<EXPENSES-NET> (6,487,188)
<NET-INVESTMENT-INCOME> 103,698,698
<REALIZED-GAINS-CURRENT> 19,810,309
<APPREC-INCREASE-CURRENT> 16,747,285
<NET-CHANGE-FROM-OPS> 140,256,292
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (66,927,738)
<DISTRIBUTIONS-OF-GAINS> (11,125,807)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,978,656
<NUMBER-OF-SHARES-REDEEMED> (16,378,905)
<SHARES-REINVESTED> 4,981,081
<NET-CHANGE-IN-ASSETS> 84,121,918
<ACCUMULATED-NII-PRIOR> 91,003,300
<ACCUMULATED-GAINS-PRIOR> 11,125,807
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,130,804
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,487,188
<AVERAGE-NET-ASSETS> 1,303,109,098
<PER-SHARE-NAV-BEGIN> 16.470
<PER-SHARE-NII> 1.320
<PER-SHARE-GAIN-APPREC> .438
<PER-SHARE-DIVIDEND> (.873)
<PER-SHARE-DISTRIBUTIONS> (.145)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.210
<EXPENSE-RATIO> .500
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FRANKLIN VALUEMARK SERIES DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> FVF US GOVERNMENT SECURITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 837,991,438
<INVESTMENTS-AT-VALUE> 845,037,886
<RECEIVABLES> 19,723,492
<ASSETS-OTHER> 6,673
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 864,768,051
<PAYABLE-FOR-SECURITIES> 19,808,854
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,101,680
<TOTAL-LIABILITIES> 20,910,534
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 809,758,093
<SHARES-COMMON-STOCK> 62,667,403
<SHARES-COMMON-PRIOR> 45,944,644
<ACCUMULATED-NII-CURRENT> 42,920,983
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,868,007)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,046,448
<NET-ASSETS> 843,857,517
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 46,276,568
<OTHER-INCOME> 0
<EXPENSES-NET> (3,288,910)
<NET-INVESTMENT-INCOME> 42,987,658
<REALIZED-GAINS-CURRENT> (158,758)
<APPREC-INCREASE-CURRENT> (18,937,072)
<NET-CHANGE-FROM-OPS> 23,891,828
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (41,654,771)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26,808,328
<NUMBER-OF-SHARES-REDEEMED> (13,383,651)
<SHARES-REINVESTED> 3,298,082
<NET-CHANGE-IN-ASSETS> 200,692,046
<ACCUMULATED-NII-PRIOR> 41,588,096
<ACCUMULATED-GAINS-PRIOR> (15,709,249)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,162,073
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,288,910
<AVERAGE-NET-ASSETS> 645,197,898
<PER-SHARE-NAV-BEGIN> 14.00
<PER-SHARE-NII> .750
<PER-SHARE-GAIN-APPREC> (.308)
<PER-SHARE-DIVIDEND> (.972)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.47
<EXPENSE-RATIO> .510
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 122,571,579
<INVESTMENTS-AT-VALUE> 129,617,944
<RECEIVABLES> 69,876
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 129,687,820
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 86,878
<TOTAL-LIABILITIES> 86,878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,218,573
<SHARES-COMMON-STOCK> 8,530,236
<SHARES-COMMON-PRIOR> 8,730,149
<ACCUMULATED-NII-CURRENT> 8,152,316
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 183,688
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,046,365
<NET-ASSETS> 129,600,942
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,677,417
<OTHER-INCOME> 0
<EXPENSES-NET> (525,382)
<NET-INVESTMENT-INCOME> 8,152,035
<REALIZED-GAINS-CURRENT> 183,983
<APPREC-INCREASE-CURRENT> (5,248,940)
<NET-CHANGE-FROM-OPS> 3,087,078
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,341,063)
<DISTRIBUTIONS-OF-GAINS> (72,481)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,346,751
<NUMBER-OF-SHARES-REDEEMED> (2,064,008)
<SHARES-REINVESTED> 517,344
<NET-CHANGE-IN-ASSETS> (7,755,779)
<ACCUMULATED-NII-PRIOR> 7,341,344
<ACCUMULATED-GAINS-PRIOR> 72,186
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 790,492
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 820,925
<AVERAGE-NET-ASSETS> 132,666,034
<PER-SHARE-NAV-BEGIN> 15.730
<PER-SHARE-NII> .980
<PER-SHARE-GAIN-APPREC> (.651)
<PER-SHARE-DIVIDEND> (.861)
<PER-SHARE-DISTRIBUTIONS> (.009)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.190
<EXPENSE-RATIO> .400
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 75,820,587
<INVESTMENTS-AT-VALUE> 82,553,084
<RECEIVABLES> 94,488
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 82,647,572
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,103
<TOTAL-LIABILITIES> 44,103
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 70,918,704
<SHARES-COMMON-STOCK> 5,052,522
<SHARES-COMMON-PRIOR> 4,788,425
<ACCUMULATED-NII-CURRENT> 4,939,715
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,553
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,732,497
<NET-ASSETS> 82,603,469
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,259,243
<OTHER-INCOME> 0
<EXPENSES-NET> (319,127)
<NET-INVESTMENT-INCOME> 4,940,116
<REALIZED-GAINS-CURRENT> 19,477
<APPREC-INCREASE-CURRENT> (5,309,151)
<NET-CHANGE-FROM-OPS> (349,558)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,218,190)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,047,318
<NUMBER-OF-SHARES-REDEEMED> (1,065,563)
<SHARES-REINVESTED> 282,342
<NET-CHANGE-IN-ASSETS> (618,234)
<ACCUMULATED-NII-PRIOR> 4,217,789
<ACCUMULATED-GAINS-PRIOR> (6,924)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 503,611
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 523,024
<AVERAGE-NET-ASSETS> 80,356,788
<PER-SHARE-NAV-BEGIN> 17.380
<PER-SHARE-NII> 0.958
<PER-SHARE-GAIN-APPREC> (1.127)
<PER-SHARE-DIVIDEND> (0.861)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 16.350
<EXPENSE-RATIO> 0.400
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FRANKLIN
VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> FVF ZERO COUPON FUND - 2010

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 69,789,913
<INVESTMENTS-AT-VALUE> 79,266,684
<RECEIVABLES> 203,259
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 79,469,943
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 654,197
<TOTAL-LIABILITIES> 654,197
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,840,733
<SHARES-COMMON-STOCK> 4,839,072
<SHARES-COMMON-PRIOR> 4,747,236
<ACCUMULATED-NII-CURRENT> 4,878,360
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (380,118)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,476,771
<NET-ASSETS> 78,815,746
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,189,484
<OTHER-INCOME> 0
<EXPENSES-NET> (311,076)
<NET-INVESTMENT-INCOME> 4,878,408
<REALIZED-GAINS-CURRENT> (191,720)
<APPREC-INCREASE-CURRENT> (6,860,589)
<NET-CHANGE-FROM-OPS> (2,173,901)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,092,016)
<DISTRIBUTIONS-OF-GAINS> (1,109,315)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,638,570
<NUMBER-OF-SHARES-REDEEMED> (2,908,691)
<SHARES-REINVESTED> 361,957
<NET-CHANGE-IN-ASSETS> (6,817,046)
<ACCUMULATED-NII-PRIOR> 4,091,968
<ACCUMULATED-GAINS-PRIOR> 920,917
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 490,108
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 509,386
<AVERAGE-NET-ASSETS> 78,202,405
<PER-SHARE-NAV-BEGIN> 18.040
<PER-SHARE-NII> 1.024
<PER-SHARE-GAIN-APPREC> (1.658)
<PER-SHARE-DIVIDEND> (0.878)
<PER-SHARE-DISTRIBUTIONS> (0.238)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.290
<EXPENSE-RATIO> 0.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 15
<NAME> FVF ADJUSTABLE US GOVERNMENT FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> OCT-25-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 17,665,320
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,758,654
<OTHER-INCOME> 0
<EXPENSES-NET> (846,625)
<NET-INVESTMENT-INCOME> 8,912,029
<REALIZED-GAINS-CURRENT> (717,653)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 8,194,376
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (13,329,910)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,096,115
<NUMBER-OF-SHARES-REDEEMED> (22,073,434)
<SHARES-REINVESTED> 11,311,999
<NET-CHANGE-IN-ASSETS> (190,099,597)
<ACCUMULATED-NII-PRIOR> 13,329,454
<ACCUMULATED-GAINS-PRIOR> (12,876,504)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 816,424
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 846,625
<AVERAGE-NET-ASSETS> 174,569,902
<PER-SHARE-NAV-BEGIN> 10.760
<PER-SHARE-NII> 0.720
<PER-SHARE-GAIN-APPREC> (0.220)
<PER-SHARE-DIVIDEND> (0.840)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.420
<EXPENSE-RATIO> 0.590
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FRANKLIN VALUEMARK FUNDS DECEMBER 31, 1996 ANNUAL REPORT AND IS QUALIFIED
IN ITS ENTIRITY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 16
<NAME> FVF RISING DIVIDENDS FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 431,060,996
<INVESTMENTS-AT-VALUE> 581,340,585
<RECEIVABLES> 18,139,066
<ASSETS-OTHER> 172,383
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 599,652,034
<PAYABLE-FOR-SECURITIES> 1,853,351
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 374,982
<TOTAL-LIABILITIES> 2,228,333
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 420,488,396
<SHARES-COMMON-STOCK> 38,791,704
<SHARES-COMMON-PRIOR> 36,588,561
<ACCUMULATED-NII-CURRENT> 9,954,026
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 16,701,690
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 150,279,589
<NET-ASSETS> 597,423,701
<DIVIDEND-INCOME> 11,431,537
<INTEREST-INCOME> 2,406,978
<OTHER-INCOME> 0
<EXPENSES-NET> (3,882,935)
<NET-INVESTMENT-INCOME> 9,955,580
<REALIZED-GAINS-CURRENT> 31,514,069
<APPREC-INCREASE-CURRENT> 71,866,460
<NET-CHANGE-FROM-OPS> 113,336,109
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,368,611)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,416,748
<NUMBER-OF-SHARES-REDEEMED> (7,989,700)
<SHARES-REINVESTED> 776,095
<NET-CHANGE-IN-ASSETS> 134,170,424
<ACCUMULATED-NII-PRIOR> 10,367,057
<ACCUMULATED-GAINS-PRIOR> (14,812,379)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,785,807
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,882,935
<AVERAGE-NET-ASSETS> 507,786,427
<PER-SHARE-NAV-BEGIN> 12.660
<PER-SHARE-NII> .250
<PER-SHARE-GAIN-APPREC> 2.769
<PER-SHARE-DIVIDEND> (.279)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 15.400
<EXPENSE-RATIO> .760
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the FVF
Templeton Pacific Growth Fund December 31, 1996 annual report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>17
<NAME> FVF TEMPLETON PACIFIC GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 309117973
<INVESTMENTS-AT-VALUE> 349309297
<RECEIVABLES> 9750287
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 264
<TOTAL-ASSETS> 359059848
<PAYABLE-FOR-SECURITIES> 29588
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2271102
<TOTAL-LIABILITIES> 2300690
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 319478539
<SHARES-COMMON-STOCK> 24170761
<SHARES-COMMON-PRIOR> 23870100
<ACCUMULATED-NII-CURRENT> 2026130
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4936835)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 40191324
<NET-ASSETS> 356759158
<DIVIDEND-INCOME> 8545807
<INTEREST-INCOME> 815560
<OTHER-INCOME> 0
<EXPENSES-NET> 3700215
<NET-INVESTMENT-INCOME> 5661152
<REALIZED-GAINS-CURRENT> (4312669)
<APPREC-INCREASE-CURRENT> 36732857
<NET-CHANGE-FROM-OPS> 38081340
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10991812)
<DISTRIBUTIONS-OF-GAINS> (6370262)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11017347
<NUMBER-OF-SHARES-REDEEMED> (11892182)
<SHARES-REINVESTED> 1175496
<NET-CHANGE-IN-ASSETS> 24823277
<ACCUMULATED-NII-PRIOR> 7402137
<ACCUMULATED-GAINS-PRIOR> 5700749
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3343850
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3700215
<AVERAGE-NET-ASSETS> 374669300
<PER-SHARE-NAV-BEGIN> 13.91
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> 1.33
<PER-SHARE-DIVIDEND> (.44)
<PER-SHARE-DISTRIBUTIONS> (.26)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.76
<EXPENSE-RATIO> .99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 839934287
<INVESTMENTS-AT-VALUE> 974257046
<RECEIVABLES> 136739487
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 931
<TOTAL-ASSETS> 1110997464
<PAYABLE-FOR-SECURITIES> 1250875
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1647215
<TOTAL-LIABILITIES> 2898090
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 896377497
<SHARES-COMMON-STOCK> 71718408
<SHARES-COMMON-PRIOR> 63801042
<ACCUMULATED-NII-CURRENT> 27747634
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 49651484
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 134322759
<NET-ASSETS> 1108099374
<DIVIDEND-INCOME> 28746834
<INTEREST-INCOME> 10234709
<OTHER-INCOME> 0
<EXPENSES-NET> 8754783
<NET-INVESTMENT-INCOME> 30226760
<REALIZED-GAINS-CURRENT> 49297270
<APPREC-INCREASE-CURRENT> 122637885
<NET-CHANGE-FROM-OPS> 202161915
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (25386301)
<DISTRIBUTIONS-OF-GAINS> (31064815)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16304017
<NUMBER-OF-SHARES-REDEEMED> (12410252)
<SHARES-REINVESTED> 4023601
<NET-CHANGE-IN-ASSETS> 257982752
<ACCUMULATED-NII-PRIOR> 23389762
<ACCUMULATED-GAINS-PRIOR> 30936442
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7945053
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8754783
<AVERAGE-NET-ASSETS> 982044410
<PER-SHARE-NAV-BEGIN> 13.32
<PER-SHARE-NII> .40
<PER-SHARE-GAIN-APPREC> 2.575
<PER-SHARE-DIVIDEND> (.38)
<PER-SHARE-DISTRIBUTIONS> (.465)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.45
<EXPENSE-RATIO> .89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FVF DEVELOPING MARKETS EQUITY FUND DECEMBER 31, 1996 ANNUAL REPORT AND IS
QUALIFIED IN TI'S ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 19
<NAME> FVF DEVELOPING MARKETS EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 252593090
<INVESTMENTS-AT-VALUE> 272491501
<RECEIVABLES> 873827
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 911992
<TOTAL-ASSETS> 274277320
<PAYABLE-FOR-SECURITIES> 1715562
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 463337
<TOTAL-LIABILITIES> 2178899
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 242432059
<SHARES-COMMON-STOCK> 23468431
<SHARES-COMMON-PRIOR> 16158219
<ACCUMULATED-NII-CURRENT> 3577713
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6190238
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19898411
<NET-ASSETS> 272098421
<DIVIDEND-INCOME> 6041537
<INTEREST-INCOME> 1272781
<OTHER-INCOME> 0
<EXPENSES-NET> 3440251
<NET-INVESTMENT-INCOME> 3874067
<REALIZED-GAINS-CURRENT> 6246440
<APPREC-INCREASE-CURRENT> 29692572
<NET-CHANGE-FROM-OPS> 39813079
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2182460)
<DISTRIBUTIONS-OF-GAINS> (4037551)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12008203
<NUMBER-OF-SHARES-REDEEMED> (5266029)
<SHARES-REINVESTED> 568038
<NET-CHANGE-IN-ASSETS> 114014579
<ACCUMULATED-NII-PRIOR> 2084657
<ACCUMULATED-GAINS-PRIOR> 3782798
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2887400
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3440251
<AVERAGE-NET-ASSETS> 231025148
<PER-SHARE-NAV-BEGIN> 9.78
<PER-SHARE-NII> 0.123
<PER-SHARE-GAIN-APPREC> 1.972
<PER-SHARE-DIVIDEND> (0.10)
<PER-SHARE-DISTRIBUTIONS> (0.185)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.59
<EXPENSE-RATIO> 1.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 438071335
<INVESTMENTS-AT-VALUE> 526446386
<RECEIVABLES> 62990048
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 589436434
<PAYABLE-FOR-SECURITIES> 1381875
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8177172
<TOTAL-LIABILITIES> 9559047
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 477512215
<SHARES-COMMON-STOCK> 42027864
<SHARES-COMMON-PRIOR> 28840285
<ACCUMULATED-NII-CURRENT> 10394157
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3595964
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 88375051
<NET-ASSETS> 579877387
<DIVIDEND-INCOME> 10977393
<INTEREST-INCOME> 3337722
<OTHER-INCOME> 0
<EXPENSES-NET> 4249652
<NET-INVESTMENT-INCOME> 10065463
<REALIZED-GAINS-CURRENT> 5117524
<APPREC-INCREASE-CURRENT> 73557750
<NET-CHANGE-FROM-OPS> 88740737
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7356652)
<DISTRIBUTIONS-OF-GAINS> (7356653)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16172059
<NUMBER-OF-SHARES-REDEEMED> (4156855)
<SHARES-REINVESTED> 1172375
<NET-CHANGE-IN-ASSETS> 241122270
<ACCUMULATED-NII-PRIOR> 5816563
<ACCUMULATED-GAINS-PRIOR> 7703876
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4016061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4249652
<AVERAGE-NET-ASSETS> 458257625
<PER-SHARE-NAV-BEGIN> 11.75
<PER-SHARE-NII> .251
<PER-SHARE-GAIN-APPREC> 2.209
<PER-SHARE-DIVIDEND> (.205)
<PER-SHARE-DISTRIBUTIONS> (.205)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.80
<EXPENSE-RATIO> .93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the
FVF Templeton Global Asset Allocation Fund December 31, 1996 annual report
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 21
<NAME> FVF TEMPLETON GLOBAL ASSET ALLOCATION FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 42853167
<INVESTMENTS-AT-VALUE> 47868276
<RECEIVABLES> 8497397
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 5521
<TOTAL-ASSETS> 56371194
<PAYABLE-FOR-SECURITIES> 47880
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49188
<TOTAL-LIABILITIES> 97068
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49365276
<SHARES-COMMON-STOCK> 4469291
<SHARES-COMMON-PRIOR> 1399950
<ACCUMULATED-NII-CURRENT> 1460392
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 428295
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5020163
<NET-ASSETS> 56274126
<DIVIDEND-INCOME> 540763
<INTEREST-INCOME> 1192888
<OTHER-INCOME> 0
<EXPENSES-NET> 295455
<NET-INVESTMENT-INCOME> 1438196
<REALIZED-GAINS-CURRENT> 477024
<APPREC-INCREASE-CURRENT> 4638002
<NET-CHANGE-FROM-OPS> 6553222
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (14806)
<DISTRIBUTIONS-OF-GAINS> (29614)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3324255
<NUMBER-OF-SHARES-REDEEMED> (258845)
<SHARES-REINVESTED> 3931
<NET-CHANGE-IN-ASSETS> 41545423
<ACCUMULATED-NII-PRIOR> (6078)
<ACCUMULATED-GAINS-PRIOR> 23965
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 272732
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 295455
<AVERAGE-NET-ASSETS> 34101788
<PER-SHARE-NAV-BEGIN> 10.52
<PER-SHARE-NII> .34
<PER-SHARE-GAIN-APPREC> 1.75
<PER-SHARE-DIVIDEND> (.01)
<PER-SHARE-DISTRIBUTIONS> (.01)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.59
<EXPENSE-RATIO> .86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 146,105,705
<INVESTMENTS-AT-VALUE> 156,518,778
<RECEIVABLES> 16,789,122
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 173,307,900
<PAYABLE-FOR-SECURITIES> 1,812,272
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 526,658
<TOTAL-LIABILITIES> 2,338,930
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 153,244,630
<SHARES-COMMON-STOCK> 12,956,069
<SHARES-COMMON-PRIOR> 1,298,788
<ACCUMULATED-NII-CURRENT> 578,335
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6,732,932
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,413,073
<NET-ASSETS> 170,968,970
<DIVIDEND-INCOME> 494,208
<INTEREST-INCOME> 807,636
<OTHER-INCOME> 0
<EXPENSES-NET> (716,359)
<NET-INVESTMENT-INCOME> 585,485
<REALIZED-GAINS-CURRENT> 6,726,182
<APPREC-INCREASE-CURRENT> 10,251,252
<NET-CHANGE-FROM-OPS> 17,562,919
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (33,640)
<DISTRIBUTIONS-OF-GAINS> (2,727)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,929,579
<NUMBER-OF-SHARES-REDEEMED> (6,275,212)
<SHARES-REINVESTED> 2,914
<NET-CHANGE-IN-ASSETS> 157,667,492
<ACCUMULATED-NII-PRIOR> 33,213
<ACCUMULATED-GAINS-PRIOR> 2,754
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 694,975
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 716,359
<AVERAGE-NET-ASSETS> 92,912,012
<PER-SHARE-NAV-BEGIN> 10.240
<PER-SHARE-NII> .023
<PER-SHARE-GAIN-APPREC> 2.941
<PER-SHARE-DIVIDEND> (.004)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 13.200
<EXPENSE-RATIO> .770
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 35,787,432
<INVESTMENTS-AT-VALUE> 37,769,882
<RECEIVABLES> 7,924,770
<ASSETS-OTHER> 7,564
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45,702,216
<PAYABLE-FOR-SECURITIES> 1,007,236
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,269
<TOTAL-LIABILITIES> 1,035,505
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,714,460
<SHARES-COMMON-STOCK> 3,930,828
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 109,751
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (139,950)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,982,450
<NET-ASSETS> 44,666,711
<DIVIDEND-INCOME> 84,201
<INTEREST-INCOME> 114,799
<OTHER-INCOME> 0
<EXPENSES-NET> (88,786)
<NET-INVESTMENT-INCOME> 110,214
<REALIZED-GAINS-CURRENT> (140,413)
<APPREC-INCREASE-CURRENT> 1,982,450
<NET-CHANGE-FROM-OPS> 1,952,251
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,551,652
<NUMBER-OF-SHARES-REDEEMED> (620,824)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 44,666,711
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 86,028
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 88,786
<AVERAGE-NET-ASSETS> 17,154,200
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 1.330
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 11.360
<EXPENSE-RATIO> 0.770
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FVF INTERNATIONAL SMALLER COMPANIES FUND DECEMBER 31, 1996 ANNUAL REPORT
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 24
<NAME> FVF INTERNATIONAL SMALLER COMPANIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 8896301
<INVESTMENTS-AT-VALUE> 10000373
<RECEIVABLES> 6359669
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16360042
<PAYABLE-FOR-SECURITIES> 39162
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 65842
<TOTAL-LIABILITIES> 105004
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15018322
<SHARES-COMMON-STOCK> 1445259
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 132644
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1104072
<NET-ASSETS> 16255038
<DIVIDEND-INCOME> 84349
<INTEREST-INCOME> 122487
<OTHER-INCOME> 0
<EXPENSES-NET> 65471
<NET-INVESTMENT-INCOME> 141365
<REALIZED-GAINS-CURRENT> (8721)
<APPREC-INCREASE-CURRENT> 1104072
<NET-CHANGE-FROM-OPS> 1236716
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1887934
<NUMBER-OF-SHARES-REDEEMED> (442675)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16255038
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 56389
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 65471
<AVERAGE-NET-ASSETS> 8422679
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.091
<PER-SHARE-GAIN-APPREC> 1.159
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.25
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the
FVF Mutual Discovery Securities Fund December 31, 1996 annual report and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 25
<NAME> FVF MUTUAL DISCOVERY SECURITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> NOV-08-1996<F1>
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 16398506
<INVESTMENTS-AT-VALUE> 16639830
<RECEIVABLES> 751204
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1021497
<TOTAL-ASSETS> 18412531
<PAYABLE-FOR-SECURITIES> 2925519
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69282
<TOTAL-LIABILITIES> 2994801
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15203733
<SHARES-COMMON-STOCK> 1510497
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 26147
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 187850
<NET-ASSETS> 15417730
<DIVIDEND-INCOME> 5586
<INTEREST-INCOME> 34509
<OTHER-INCOME> 0
<EXPENSES-NET> 15808
<NET-INVESTMENT-INCOME> 24287
<REALIZED-GAINS-CURRENT> 1860
<APPREC-INCREASE-CURRENT> 187850
<NET-CHANGE-FROM-OPS> 213997
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1510497
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15417730
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11033
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15808
<AVERAGE-NET-ASSETS> 8229663
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> .19
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.21
<EXPENSE-RATIO> 1.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1> THE COMMENCEMENT OF OPERATIONS WAS ON NOVEMBER 08, 1996.
</FN>

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> NOV-08-1996<F1>
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 28193498
<INVESTMENTS-AT-VALUE> 28810315
<RECEIVABLES> 717726
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1254546
<TOTAL-ASSETS> 30782587
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 68311
<OTHER-ITEMS-LIABILITIES> 3105665
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 27061027
<PAID-IN-CAPITAL-COMMON> 2673901
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 50601
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (3049)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 568343
<ACCUM-APPREC-OR-DEPREC> 27676922
<NET-ASSETS> 8410
<DIVIDEND-INCOME> 62029
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 19838
<NET-INVESTMENT-INCOME> 50601
<REALIZED-GAINS-CURRENT> (3049)
<APPREC-INCREASE-CURRENT> 568343
<NET-CHANGE-FROM-OPS> 615895
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2673916
<NUMBER-OF-SHARES-REDEEMED> (15)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 27676922
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11822
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19838
<AVERAGE-NET-ASSETS> 14211866
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .019
<PER-SHARE-GAIN-APPREC> .331
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.35
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>
The commencement of operations was on November 8, 1996.
</FN>

</TABLE>