As filed with the Securities and Exchange Commission on November 30, 1998
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.
Post-Effective Amendment No. 26 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27 (X)
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 (650) 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 December 28, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on ________ pursuant to paragraph (a) of rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) 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.
Title of Securities Being Registered:
Shares of Beneficial Interest:
Money Market Fund - Class 1
Money Market Fund - Class 2
Growth and Income Fund - Class 1
Growth and Income Fund - Class 2
Natural Resources Securities Fund - Class 1
Natural Resources Securities Fund - Class 2
Real Estate Securities Fund - Class 1
Real Estate Securities Fund - Class 2
Global Utilities Securities Fund - Class 1
Global Utilities Securities Fund - Class 2
High Income Fund - Class 1
High Income Fund - Class 2
Templeton Global Income Securities Fund Class 1
Templeton Global Income Securities Fund Class 2
Income Securities Fund Class 1
Income Securities Fund Class 2
U.S. Government Securities Fund - Class 1
U.S. Government Securities Fund - Class 2
Zero Coupon Fund - 2000 - Class 1
Zero Coupon Fund - 2000 - Class 2
Zero Coupon Fund - 2005 - Class 1
Zero Coupon Fund - 2005 - Class 2
Zero Coupon Fund - 2010 - Class 1
Zero Coupon Fund - 2010 - Class 2
Rising Dividend Fund - Class 1
Rising Dividend Fund - Class 2
Templeton Pacific Growth Fund - Class 1
Templeton Pacific Growth Fund - Class 2
Templeton International Equity Fund - Class 1
Templeton International Equity Fund - Class 2
Templeton Developing Markets Equity Fund - Class 1
Templeton Developing Markets Equity Fund - Class 2
Templeton Global Growth Fund - Class 1
Templeton Global Growth Fund - Class 2
Templeton Global Asset Allocation Fund - Class 1
Templeton Global Asset Allocation Fund - Class 2
Small Cap Fund - Class 1
Small Cap Fund - Class 2
Capital Growth Fund - Class 1
Capital Growth Fund - Class 2
Templeton International Smaller Companies Fund - Class 1
Templeton International Smaller Companies Fund - Class 2
Mutual Discovery Securities Fund - Class 1
Mutual Discovery Securities Fund - Class 2
Mutual Shares Securities Fund - Class 1
Mutual Shares Securities Fund - Class 2
Global Health Care Securities Fund - Class 1
Global Health Care Securities Fund - Class 2
Value Securities Fund - Class 1
Value Securities Fund - Class 2
FRANKLIN VALUEMARK FUNDS CROSS REFERENCE SHEET
FORM N-1A
PART A: INFORMATION REQUIRED IN THE PROSPECTUS
Franklin Valuemark Funds - Class 2
N-1A Location in
ITEM NO. ITEM REGISTRATION STATEMENT
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Not Applicable
4. General Description "Summary of Portfolio Objectives";
"Introduction"; "General Investment
Considerations"; "Investment
Methods and Risks Common to More
than One Portfolio"; "Investment
Restrictions" ; " General
Information"
5. Management of the Fund "Management"
5A. Management's Discussion of Fund Contained in Registrant's Annual
Performance Report to Shareholders
6. Capital Stock and "Income Dividends and Capital Gains
Other Securities Distributions"; "Tax
Considerations"; "General
Information"
7. Purchase of Securities Being Offered "Purchase, Redemption, and Exchange
of Shares"; "Determination of Net
Asset Value"
8. Redemption or "Purchase, Redemption, and Exchange
Repurchase 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 THE
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 and History "Introduction"
13. Investment Objective and Policies "Portfolio Investment Objectives
and Policies" ; "Highlighted Risk
Considerations" ; "Investment
Methods and Risks Common to More
Than One Portfolio"; "Fundamental
Investment Restrictions" ;
"Non-Fundamental Investment
Restrictions"
14. Management of the Fund "Officers and Trustees"
15. Control Persons and Principal "Officers and Trustees"
Holders of Securities
16. Investment Advisory and Other "Investment Management and Other
Services Services"
17. Brokerage Allocation "Policies Regarding Brokers Used on
Securities Transactions"
18. Capital Stock and Other Securities "Introduction"
19. Purchase, Redemption and Pricing of "Additional Information Regarding
Securities Being Offered Valuation and Redemption of Shares
of the Portfolios"
20. Tax Status "Additional Information"
21. Underwriters Not Applicable
22. Calculation of Performance Data "How the Trust Measures
Performance"
23. Financial Statements Financial Statements
FRANKLIN VALUEMARK FUNDS - CLASS 2 SHARES
PROSPECTUS
DECEMBER 28, 1998
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-five separate investment
portfolios or funds (each a "Portfolio" or "Portfolios"), each of which has
different investment objectives. Shares of the Portfolios are sold only to
insurance company separate accounts to fund the benefits of variable life
insurance policies or variable annuity contracts ("Contracts") owned by their
respective policyholders or contractholders. Certain Portfolios 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 Portfolios.
This prospectus contains information that investors should know before investing
in these Portfolios, including the risks associated with investing in each
Portfolio. Please keep it for future reference. The Trust has a statement of
additional information ("SAI") dated December 28, 1998, which may be amended
from time to time. It contains more information about the Portfolio'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.
Each Portfolio has two classes of shares: Class 1 and Class 2. This prospectus
offers only the Portfolios' Class 2 shares and is for use with Contracts that
make Class 2 shares available. For more information about the Trust's classes,
see "General Information - Trust Organization, Voting Privileges and Other
Rights."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES OR
INSURANCE COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SHARES OF THE PORTFOLIOS 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 PORTFOLIOS 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 PORTFOLIO OBJECTIVES
PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
MONEY MARKET FUND ("MONEY FUND")1 seeks high current income, consistent with
capital preservation and liquidity. The Portfolio will pursue its objective by
investing exclusively in high quality money market instruments. An investment in
the Money Fund is neither insured nor guaranteed by the U.S. Government. The
Portfolio attempts to maintain a stable net asset value of $1.00 per share,
although no assurances can be given that the Portfolio will be able to do so.
PORTFOLIOS SEEKING CURRENT INCOME
HIGH INCOME FUND1,2 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 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 lower rated debt obligations
(commonly referred to as "junk bonds"), and related currency transactions.
Investing in a non-diversified portfolio 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 Portfolios may not be appropriate for short-term
investors or those who intend to withdraw money before the maturity date.
PORTFOLIOS SEEKING GROWTH AND INCOME
GLOBAL UTILITIES SECURITIES FUND ("GLOBAL UTILITY FUND")1 seeks both capital
appreciation and current income by investing primarily in securities of issuers
engaged in the public utilities industry. The Portfolio may invest in securities
of issuers in any nation, including nations with developing markets. Investing
in a portfolio which concentrates in a specialized market sector involves
increased risks. Foreign investing also involves special risks. Prior to May 1,
1998, the Portfolio was named the Utility Equity Fund and invested primarily in
securities of domestic issuers in the public utility industry.
GROWTH AND INCOME FUND1 seeks capital appreciation, with current income return
as a secondary objective, by investing primarily in U.S. common stocks. The
Portfolio 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
lower rated obligations (commonly referred to as "junk bonds") which involve
increased risks related to the creditworthiness of their issuers. The Portfolio
may invest in foreign securities.
MUTUAL SHARES SECURITIES FUND ("MUTUAL SHARES FUND")1,2 seeks capital
appreciation, with income as a secondary objective. The Portfolio invests
primarily in domestic equity securities trading at prices below their intrinsic
values. The Portfolio 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. Investing in a portfolio which concentrates in a specialized market
sector involves increased 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 Portfolio 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 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.
VALUE SECURITIES FUND ("VALUE FUND")1 seeks long-term total return. The
Portfolio invests primarily in equity securities, including common stocks and
securities convertible into common stocks.
PORTFOLIOS SEEKING CAPITAL GROWTH
CAPITAL GROWTH FUND ("GROWTH FUND")1 seeks capital appreciation, with current
income as a secondary consideration. The Portfolio invests primarily in equity
securities, including common stocks and securities convertible into common
stocks.
GLOBAL HEALTH CARE SECURITIES FUND ("GLOBAL HEALTH CARE FUND")1 seeks capital
appreciation, by concentrating its investments in equity securities issued by
health care companies located throughout the world. Investing in a
non-diversified portfolio concentrating in a specialized market sector involves
increased risks. Foreign investing also involves special risks.
MUTUAL DISCOVERY SECURITIES FUND ("MUTUAL DISCOVERY FUND")1, 2 seeks capital
appreciation. The Portfolio invests primarily in domestic and foreign equity
securities, including securities of smaller capitalization companies, trading at
prices below their intrinsic values. The Portfolio 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.
SMALL CAP FUND1 seeks long-term capital growth. The Portfolio seeks to
accomplish its objective by investing primarily in equity securities of smaller
capitalization growth companies. The Portfolio may also invest in foreign
securities, including those of developing markets issuers. Because of the
Portfolio's investments in smaller capitalization companies, an investment in
the Portfolio may involve greater risks and higher volatility.
TEMPLETON DEVELOPING MARKETS EQUITY FUND ("DEVELOPING MARKETS FUND")1 seeks
long-term capital appreciation. The Portfolio seeks to achieve this objective by
investing primarily in equities of issuers in countries having developing
markets. The Portfolio is subject to the heightened foreign securities
investment risks that accompany foreign developing markets and an investment in
the Portfolio may be considered speculative.
TEMPLETON GLOBAL GROWTH FUND ("GLOBAL GROWTH FUND")1 seeks long-term capital
growth. The Portfolio 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio may be considered speculative.
1THE ASSET ALLOCATION, CAPITAL GROWTH, DEVELOPING MARKETS, GLOBAL GROWTH, GLOBAL
HEALTH CARE, GLOBAL INCOME, GLOBAL UTILITY, GROWTH AND INCOME, HIGH INCOME,
INCOME SECURITIES, INTERNATIONAL EQUITY, INTERNATIONAL SMALLER COMPANIES, MONEY,
MUTUAL DISCOVERY, MUTUAL SHARES, PACIFIC, NATURAL RESOURCES, SMALL CAP AND VALUE
FUNDS MAY INVEST MORE THAN 10% OF THEIR TOTAL 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 TOTAL 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 PORTFOLIOS IN LIGHT OF
THE SECURITIES IN WHICH THEY INVEST. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER
RATED DEBT OBLIGATIONS."
TABLE OF CONTENTS
CONTENTS PAGE
INTRODUCTION......................
GENERAL INVESTMENT
CONSIDERATIONS
PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES
STABILITY OF PRINCIPAL AND INCOME
Money Market Fund
Current Income
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds, 2000, 2005, 2010
GROWTH AND INCOME
Global Utilities Securities Fund
(formerly Utility Equity Fund)
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund
CAPITAL GROWTH
Capital Growth Fund
Global Health Care Securities Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund
HIGHLIGHTED RISK CONSIDERATIONS
Foreign Transactions
General Considerations
Investments in Developing Markets
Certain Restrictions
Currency Risks and their Management
Interest Rate and Currency Swaps
Investments in Depositary Receipts
Lower Rated Debt Obligations
Defaulted Debt Obligations
The Portfolios' Investments
Asset Composition Table
INVESTMENT METHODS AND RISKS, COMMON TO MORE THAN ONE PORTFOLIO
Borrowing
Concentration
Convertible Securities
Debt Obligations
Corporate Debt Obligations
Money Market Instruments
U.S. Government Securities
Zero Coupon Bonds
Deferred Interest and Pay-in-Kind Bonds
Derivatives
Diversification
Loan Participations
Loans of Portfolio Securities
Options and Futures Contracts
Portfolio Turnover
Repurchase and Reverse Repurchase Agreements
Restricted and Illiquid Securities
"Rolls
Small Capitalization Issuers
Structured Notes
Temporary Investments
Trade Claims
Warrants
"When-Issued" and "Delayed Delivery" Transactions
INVESTMENT RESTRICTIONS
MANAGEMENT
Trustees and Officers
Managers
Management Services and Fees
Portfolio Transactions
Subadvisor
Portfolio Administrator
Operating Expenses
Portfolio Operations
Biographical Information
PURCHASE, REDEMPTION, AND EXCHANGE OF SHARES
Distributor
Distribution Plan
Purchases of Shares
Redemptions of Shares
Exchange of Shares
INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
DETERMINATION OF NET ASSET VALUE
TAX CONSIDERATIONS
HOW THE TRUST MEASURES PERFORMANCE
GENERAL INFORMATION
Reports
Transfer Agent
Trust Organization, Voting Privileges and Other Rights
APPENDIX
Description of Bond Ratings
Description of Commercial Paper Ratings
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 is registered with the Securities and Exchange Commission ("SEC").
The Trust currently consists of twenty-five separate investment portfolios or
funds (each a "Portfolio" or "Portfolios"), each of which is, in effect, a
separate mutual fund. The Trust issues two classes of shares of beneficial
interest for each Portfolio: Class 1 and Class 2. This prospectus offers only
Class 2 shares.
An investor, by investing in a class of shares of a Portfolio, becomes entitled
to a pro rata share of all dividends and distributions arising from the
Portfolio's investment income and capital appreciation attributable to that
class. Likewise, an investor shares pro rata in any Portfolio investment losses
attributable to that class. For more information about the share classes, see
"Purchase, Redemption and Exchange of Shares", "Determination of Net Asset
Value", "General Information - Trust Organization, Voting Privileges and Other
Rights" below.
Shares of the Trust are currently offered on a continuous basis at their net
asset value 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 "Contract Sub-Accounts"),
each of which will invest in one of the Portfolios, as directed by the owners of
the Contracts (collectively the "Contract Owners"). Some of the current
Portfolios 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 Portfolios and any applicable
limitations with respect to their investment options.
GENERAL INVESTMENT CONSIDERATIONS
Each Portfolio has one or more investment objectives and related investment
policies and uses various investment strategies to pursue these objectives.
There can be no assurance that any Portfolio will achieve its investment
objective. The investment objectives of each Portfolio 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 without
shareholder approval.
Investors should not consider any one Portfolio alone to be a complete
investment program and should evaluate each Portfolio in relation to their
personal financial situation, goals, and tolerance for risk. All of the
Portfolios 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
securities composition of the Portfolio 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 Portfolios.
The different types of securities and investment techniques used by each
Portfolio 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 Portfolios 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 Portfolio 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
Portfolio is invested or changes in currency valuations may also affect the
price of shares of a Portfolio. History reflects both increases and decreases in
interest rates, worldwide stock markets, and currency valuations, and these may
reoccur.
While only a few of the Portfolios elect to "concentrate," that is, invest more
than 25% of their total assets in specialized industry sectors, many of the
Portfolios do nonetheless, from time to time, invest significantly in certain
industries. Of course, these Portfolios are still diversified for federal
securities and tax law purposes and so will be issuer-diversified within each
industry. To the extent a Portfolio is less broadly diversified across
industries, the value of its securities can be more affected by adverse
developments or volatility in that industry sector. For example, the technology
sector as a whole has historically been volatile, and issues from this sector
tend to be subject to abrupt or erratic price movements.
As stated in the descriptions of the individual Portfolios below, an investment
in certain of the Portfolios 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 markets" issuers located in emerging nations
generally as defined by the World Bank, derivative instruments or complex
securities, or to concentrate in specialized industry sectors. These and other
types of investments and investment methods common to more than one Portfolio
are described in greater detail, including the risks of each, in "Highlighted
Risk Considerations," "Investment Methods and Risks," and the SAI.
All policies and percentage limitations are considered at the time of purchase
and refer to total assets, unless otherwise specified. Each of the Portfolios
will not necessarily use the strategies described to the full extent permitted
unless the Managers believe that doing so will help a Portfolio reach its
objectives, and not all instruments or strategies will be used at all times. In
the event of a corporate restructuring or bankruptcy reorganization of an issuer
whose securities are owned by a Portfolio, the Portfolio 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, convertible
securities or even conceivably real estate. The Portfolio 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.
PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES
PORTFOLIO 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
Portfolio) as is consistent with capital preservation and liquidity. The
Portfolio will seek to maintain a $1.00 per share net asset value, but there is
no guarantee that it will be successful in doing so.
The Portfolio 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
Portfolio 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 Portfolio will limit its investments to high quality securities, it
will experience generally lower yields than if the Portfolio 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 Portfolio'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 the Appendix for an explanation of
ratings by S&P and Moody's.
PORTFOLIO MATURITY. All instruments in which the Portfolio invests will mature
within 397 calendar days or less of the time that they are acquired. The average
maturity of the Portfolio's 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 Portfolio 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 Portfolio may invest up to 25% of its assets in
obligations of foreign branches of U.S. or foreign banks. The Portfolio'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.
INVESTMENTS IN FOREIGN SECURITIES, PARTICULARLY IN DEVELOPING MARKETS, 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 Portfolio 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 Portfolio will not invest more than 5% of its 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 Portfolio
may exceed that limit as permitted by SEC rules for a period of up to three
business days; and the Portfolio will not invest (a) the greater of 1% of the
Portfolio's assets or $1 million in Eligible Securities issued by a single
issuer rated in the second highest category, or (b) more than 5% of its 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 Portfolio 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 Portfolio.
PORTFOLIOS 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 Portfolio seeks capital
appreciation to the extent consistent with its principal objective.
SELECTION OF PORTFOLIO SECURITIES. The Portfolio 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. Yield and expected return are the primary criteria the Portfolio
uses in selecting securities.
In the event of a corporate restructuring or bankruptcy reorganization of an
issuer whose securities are owned by the Portfolio, the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio may invest in
obligations in any rating category (including obligations in the lowest rating
categories) or in unrated obligations, depending upon prevailing market and
economic conditions. BECAUSE OF THE PORTFOLIO'S POLICY OF INVESTING IN HIGHER
YIELDING, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN THE PORTFOLIO IS
ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH AN INVESTMENT IN
HIGHER RATED, LOWER YIELDING OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING THE
PORTFOLIO SHOULD EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR RISK.
The lower rated obligations in which the Portfolio 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. It is the Portfolio's current intention not to invest more
than 5% in debt obligations, including convertible bonds, in the lowest rating
categories, i.e., rated below Caa by Moody's or CCC by S&P; or, if unrated,
comparable obligations in the view of the Manager. The Portfolio will not
purchase issues that are in default. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER
RATED DEBT OBLIGATIONS," "INVESTMENT METHODS AND RISKS," 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 Portfolio during 1997.
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 Portfolio is changed by the
rating service or the obligation goes into default, such event will be
considered by the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio'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 Portfolio's holdings and thus the value of the Portfolio's shares.
FOREIGN INVESTMENTS. The Portfolio may invest up to 20% of its assets in foreign
securities, including those of developing markets issuers. However, the
Portfolio will limit its investments in securities of developing markets issuers
to 10% of its assets. The Portfolio'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 SECURITIES,
PARTICULARLY IN DEVELOPING MARKETS, INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" and the SAI.
OTHER INVESTMENT POLICIES. Under the policies discussed in "INVESTMENT METHODS
AND RISKS," "HIGHLIGHTED RISK CONSIDERATIONS," and the SAI, the Portfolio 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, invest in restricted securities, invest in trade claims
which carry a high degree of risk, and engage in other activities specifically
identified for this Portfolio.
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 Portfolio 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 Portfolio's objectives. As a global Portfolio,
it may invest in securities issued in any currency and may hold foreign
currencies. The Manager intends to manage the Portfolio'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 Portfolio 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 Portfolio will have at least 25% of its
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 Portfolio may be
less secure than those of U.S. government issuers.
The Portfolio 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
Portfolio 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
Portfolio 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 Portfolio 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 30% of the Portfolio's net assets. SEE "HIGHLIGHTED
RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT METHODS AND
RISKS," 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 Portfolio during 1997.
COUNTRIES OF PRINCIPAL INVESTMENT. Under normal circumstances, at least 65% of
the Portfolio'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 Portfolio 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 Portfolio'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
Portfolio may also invest a substantial portion of its assets in securities and
currency in developing markets 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 Portfolio may invest in debt obligations with varying
maturities. Under current market conditions, it is expected that the
dollar-weighted average maturity of the Portfolio's debt obligations investments
will not exceed 15 years. Generally, the average maturity of the Portfolio'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 Portfolio 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 PORTFOLIO," "HIGHLIGHTED RISK
CONSIDERATIONS," and in the SAI, the Portfolio 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 Portfolio.
RISKS AND OTHER CONSIDERATIONS RELATED TO NON-DIVERSIFICATION. The Portfolio is
non-diversified under federal securities laws, and may concentrate its
investments in a smaller number of issuers. This flexibility may at times be
important to the Portfolio'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. While the Portfolio is still subject to the diversification
requirements under the federal tax code and the 25% limit on concentration of
investments in a single industry, changes in the value of a single issuer's
securities or interest rate fluctuations, may have a greater effect on the
Portfolio's investments and its share price. The risks of investing in foreign
securities could also be magnified. 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 Portfolio 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 Portfolio anticipates that a
significant portion of its assets 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 Portfolio
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
Portfolio, 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
Portfolio 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 Portfolio. 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
Portfolio will have a direct impact on the net asset value per share of the
Portfolio.
ADJUSTABLE RATE SECURITIES. In addition to ARMS, the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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. The Portfolio may also invest in certain other types
of pass-through debt instruments, issued or guaranteed by U.S. government
agencies or instrumentalities. Under the policies discussed in "INVESTMENT
METHODS AND RISKS" and in the SAI, the Portfolio may enter into covered mortgage
"dollar rolls," loan portfolio securities, engage in repurchase agreements, and
engage in other activities specifically identified for this Portfolio.
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 Portfolio 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 Portfolio 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
Portfolio, 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 Portfolio 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 Portfolio 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 Portfolios' 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
Portfolio must meet annuity tax diversification rules, the Portfolio 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 portfolio 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 Portfolio's
Target Date, the Portfolio will be converted to cash and an investor may invest
in another of the Trust's Portfolios. 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 Portfolio 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 Portfolio. However, the net asset value of a
Portfolio's shares increases or decreases with changes in the market value of
that Portfolio'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 Portfolio will normally decline more in price than
interest-paying securities of similar maturity. Price fluctuations are expected
to be greatest in the longer-maturity Portfolios and are expected to diminish as
a Portfolio approaches its Target Date. Interest rates can change suddenly and
unpredictably. If shares of a Zero Coupon Fund are redeemed prior to the
maturity of the Portfolio, an investor may experience a significantly different
investment return than was anticipated at the time of purchase.
The Portfolios' Manager will attempt to maintain the average duration of each
Portfolio to within twelve months of the Portfolio'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 portfolio seeks to invest the proceeds
from a matured obligation. Since each Portfolio 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 Portfolio's average duration within twelve months of
the Portfolio's Target Date and thereby reduce its unknown reinvestment risk. As
a Portfolio 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 Portfolio reserves the right to
invest up to 10% of its assets in obligations or securities of foreign issuers,
each Portfolio typically limits such investments to less than 10% of its 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 TRANSACTIONS" and the SAI.
STRUCTURED NOTES. Although each Portfolio reserves the right to invest up to
10%, each Portfolio currently does not intend to invest more than 5% of its
assets in certain structured notes, which 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 Portfolio'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 Portfolios 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 Portfolios.
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 Portfolios 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
Portfolios 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 Portfolio may have to generate the
required cash from interest earned on non-zero coupon securities or possibly
from the disposition of zero coupon securities.
PORTFOLIOS SEEKING GROWTH AND INCOME
GLOBAL UTILITIES SECURITIES FUND
EFFECTIVE MAY 1, 1998, THE PORTFOLIO'S NAME CHANGED FROM "UTILITY EQUITY FUND"
TO "GLOBAL UTILITIES SECURITIES FUND," AND THE PORTFOLIO BECAME AUTHORIZED TO
INVEST WITHOUT LIMIT IN FOREIGN SECURITIES. THE PORTFOLIO'S INVESTMENT
OBJECTIVES AND OTHER POLICIES AND RESTRICTIONS DID NOT CHANGE. WHEN REVIEWING
THEIR INVESTMENTS OR CONSIDERING NEW PURCHASES OR TRANSFERS TO THE PORTFOLIO,
CONTRACT OWNERS MAY WISH TO TAKE THESE CHANGES INTO ACCOUNT AND TO CONSULT WITH
THEIR INVESTMENT REPRESENTATIVES.
The investment objectives of the Global Utilities Securities Fund are to seek
both capital appreciation and current income. The Portfolio pursues its
objective by concentrating its investments in the securities of public utilities
companies of any nation.
PORTFOLIO INVESTMENTS. The Portfolio pursues its objectives by investing, under
normal conditions, at least 65% of the Portfolio's assets in securities of
issuers engaged in the public utilities industry. The public utilities industry
includes companies which are, in the Manager's opinion, engaged in the ownership
or operation or manufacture of facilities, equipment or components used to
generate, transmit or distribute electricity, telephone communications, cable
and internet services, wireless telecommunications, gas or water. The Portfolio
will normally invest in common stocks which are expected to yield dividends.
The Portfolio may invest in stocks and debt obligations of companies of any
nation, developed or developing. The Portfolio will normally invest at least 65%
of its assets in issuers domiciled in at least three different countries, one of
which may be the U.S. Under normal circumstances, the Portfolio is expected to
invest a higher percentage of its assets in U.S. securities than in the
securities of issuers located in any other single country. The Portfolio's
Manager believes that a global utilities portfolio may benefit from a wider
selection of investment opportunities and greater diversification than a
portfolio which invests primarily in securities of domestic utility companies.
The Portfolio will typically invest predominantly in equity securities issued by
large-capitalization or mid-capitalization companies, which have market
capitalizations of $1 billion or more. It may also invest a substantial portion
of its assets in smaller capitalization companies, which may be subject to
different and greater risks. See "Small Cap Investments" below.
RISKS OF FOREIGN INVESTING. Foreign securities involve greater risks than
similar domestic securities due to currency fluctuations, market volatility, and
economic, social, and political uncertainty. Investments in foreign developing
markets involve heightened risks related to the smaller size and lesser
liquidity of these markets. However, as a non-fundamental policy, the Portfolio
will limit its investments in securities of Russian issuers to 5% of assets.
INVESTMENTS IN FOREIGN SECURITIES, PARTICULARLY IN DEVELOPING MARKETS, INVOLVE
SPECIAL AND ADDITIONAL RISKS WHICH ARE DISCUSSED IN THE PROSPECTUS UNDER
"HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN SECURITIES"and the SAI.
RISKS ASSOCIATED WITH UTILITIES INVESTMENTS. Utility companies in the U.S. and
in foreign countries have generally been subject to substantial government
regulation. Major changes in government policies, ranging from increased
regulation or expropriation to deregulation, privatization or increased
competition, may dramatically increase or reduce opportunities for companies in
these industries. For example, while certain companies may develop more
profitable opportunities, others may be forced to defend their core businesses
and may be less profitable.
Electric utility companies have historically been subject to price regulation,
risks associated with increases in fuel and other operating costs, difficulty in
obtaining natural gas for resale, declines in the prices of alternative fuels,
high interest costs on borrowings or reduced ability to borrow particularly
during inflationary periods, costs associated with compliance with
environmental, nuclear facility and other safety regulations and changes in the
regulatory climate, and general effects of energy conservation. Increased
scrutiny of electric utilities might result in higher costs and higher capital
expenditures, with the risk that regulators may disallow inclusion of these
costs in rate authorizations. Alternatively, increased competition in some
areas, while permitting many companies to expand, may reduce or limit the prices
the utility companies can charge. Gas transmission and distribution companies
continue to undergo significant changes as well. Many companies have diversified
into oil and gas exploration and development, making returns more sensitive to
energy prices. The water supply industry is highly fragmented due to local
ownership. Generally, these companies are more mature and expect little or no
per capita volume growth.
Increasing competition due to past regulatory changes in the telephone
communications industry continues and, whereas certain companies have benefited,
many companies may be adversely affected in the future. The cable television
industry is regulated in most countries and, although such companies typically
have a local monopoly, emerging technologies and pro-competitive legislation are
combining to threaten these monopolies and could change the future outlook. The
wireless telecommunications and internet service industries and certain
equipment and component manufacturing businesses, may be in early developmental
stages and predominantly characterized by emerging, rapidly growing companies,
or be subject to risks related to rapidly changing technology.
Finally, many 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, these 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.
INDUSTRY CONCENTRATION RISK. Because the Portfolio concentrates its investments
in a limited group of related industries, it may be more susceptible to adverse
developments in those industries and thus present greater risk than a portfolio
with greater industry diversification.
SMALL CAP INVESTMENTS. Smaller or relatively new or unseasoned companies can be
particularly sensitive to changing economic conditions, and their growth
prospects are less certain then those of larger, more established companies. For
example, smaller companies may have limited financial resources, product lines
or market share; they may lack depth of management; or they may not find an
established market for their products or services. In addition, the prices of
smaller company stocks may, to a degree, fluctuate independently from larger
company stocks. SEE "INVESTMENT METHODS AND RISKS, SMALL CAP ISSUERS"and the SAI
for more information.
OTHER INVESTMENT POLICIES. The Portfolio 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 Portfolio 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 THE APPENDIX. The Portfolio currently
intends to invest no more than 5% of its assets in preferred stocks or
convertible preferred stocks issued by public utility issuers. Subject to these
limits, the Portfolio may invest up to 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 Portfolio may also write
covered call options, loan its portfolio securities, enter into repurchase
transactions, and engage in other activities specifically identified for this
Portfolio.
GROWTH AND INCOME FUND
The principal investment objective of the Growth and Income Fund is capital
appreciation. The Portfolio's secondary objective is to provide current income
return.
PORTFOLIO INVESTMENTS. The Portfolio pursues capital appreciation by investing
in securities the Manager believes have the potential to increase in value. The
Portfolio 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. 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 Portfolio 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 Portfolio. In
pursuing its secondary objective of current income, the Portfolio 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 Portfolio is
to generally invest in undervalued issues believed to have attractive long-term
growth prospects. The Portfolio'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 Manager hopes to identify undervalued
stocks, in pursuit of the Portfolio'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 Portfolio's relative
yield strategy, the Portfolio generally restricts its investment to stocks
which, in the opinion of the Manager, yield 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 Portfolio employs
other valuation methods including, but not limited to, quantitative and
fundamental analysis. This strategy generally results in the Portfolio investing
predominantly in mid- and larger capitalization issuers.
FOREIGN INVESTMENTS. Although the Portfolio reserves the right to invest up to
30% of its assets in foreign securities not publicly traded in the U.S., the
Portfolio's current investment strategy is to limit such investments to no more
than 20% of the Portfolio's assets, including ADRs. The Portfolio'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,
PARTICULARLY IN DEVELOPING MARKETS, INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS"and the SAI.
REITS. The Portfolio currently intends to invest no more than 15% 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 general economic and other factors. See "Real Estate Securities Fund" for
more information.
OTHER INVESTMENT POLICIES. Although the Portfolio may invest in convertible
securities, it currently does not intend to invest more than 10% of its assets
in such securities which may carry special risks as described below. In
addition, the Portfolio 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 Portfolio 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 Portfolio.
INCOME SECURITIES FUND
The investment objective of the Income Securities Fund is to maximize income
while maintaining prospects for capital appreciation.
PORTFOLIO INVESTMENTS. The Portfolio will pursue its objective by investing in a
diversified portfolio of domestic and foreign debt obligations, which may
include 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 Portfolio 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 million 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 Portfolio
might be invested in debt obligations or, conversely, in common stocks. As a
fundamental policy, however, the Portfolio will not concentrate its investments
in a single industry in excess of 25% of its assets.
Certain of the high yield obligations in which the Portfolio 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). 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.
CREDIT QUALITY. When purchasing debt obligations, the Portfolio 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 PORTFOLIO'S POLICY OF INVESTING IN HIGHER
YIELDING, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN THE PORTFOLIO IS
ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH AN INVESTMENT IN
HIGHER RATED, LOWER YIELDING OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING THE
PORTFOLIO SHOULD EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR RISK.
Currently, however, the Portfolio intends generally to invest in securities that
are rated at least Caa by Moody's or CCC by S&P, or, if unrated, comparable
obligations in the view of the Manager, except for defaulted securities
discussed below. The lower rated obligations in which the Portfolio 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," 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 Portfolio during
1997.
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.
In the event the rating on an issue held in the Portfolio is changed by the
rating service or the obligation goes into default, such event will be
considered by the Manager in its evaluation of the overall investment merits of
that security but will not necessarily result in an automatic sale of the
security.
Because a substantial portion of this Portfolio's investments at any particular
time may consist of lower rated debt obligations, individual developments
affecting each issuer, among other things, will likely have an increased effect
on the market value of the Portfolio's holdings and thus the value of the
Portfolio's shares.
Defaulted Debt Obligations. The Portfolio may invest up to 5% of its assets in
defaulted debt obligations which may be considered speculative.
FOREIGN INVESTMENTS. The Portfolio may invest up to 25% of its assets in foreign
securities, including those of developing markets issuers. The Portfolio may
also invest in sponsored or unsponsored Depositary Receipts. The Portfolio'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 TRANSACTIONS" and the SAI.
OTHER INVESTMENT POLICIES. The Portfolio 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 Portfolio 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 Portfolio.
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 Portfolio 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
Portfolio may invest in securities from any size issuer, including smaller
capitalization companies, which may be subject to different and greater risks.
SEE "INVESTMENT METHODS AND RISKS, SMALL 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 Portfolio may hold significant cash positions,
consistent with its policy on temporary investments, until suitable investment
opportunities are available.
The Portfolio also seeks to invest in securities of 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
Portfolio 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 Portfolio's
investment will be consummated or will be consummated on the terms and within
the time period contemplated. The Portfolio 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 Portfolio'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 Portfolio.
The Portfolio 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 Portfolio may benefit,
the Manager may itself seek to influence or control management or may cause the
Portfolio to 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 Portfolio
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 Portfolio 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 PORTFOLIO'S POLICY OF
INVESTING IN LOWER-RATED OR UNRATED, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT
IN THE PORTFOLIO IS ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH
AN INVESTMENT IN HIGHER RATED OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING
THE PORTFOLIO SHOULD EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR
RISK. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS" AND
THE APPENDIX.
DEFAULTED DEBT OBLIGATIONS. The Portfolio may invest without limit in defaulted
debt obligations, subject to the Portfolio'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 Portfolio generally invests in defaulted debt obligations.
FOREIGN INVESTMENTS. Although the Portfolio reserves the right to purchase
securities in any foreign country without percentage limitation, the Portfolio's
current investment strategy is to invest primarily in domestic securities, with
approximately 15-20% of its assets in foreign securities, including sponsored or
unsponsored Depositary Receipts. The Portfolio 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 Portfolio'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,
PARTICULARLY IN DEVELOPING MARKETS, INVOLVE SPECIAL AND ADDITIONAL RISKS. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS" below and in the SAI.
CURRENCY TECHNIQUES. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio can profit if the price
decreases. The Portfolio may also sell securities "short against the box" (i.e.,
securities which the Portfolio 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 Portfolio 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
Portfolio.
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 Portfolio 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 Portfolio's
assets will be invested in "real estate securities" (defined below), primarily
equity real estate investment trusts ("REITs"). The Portfolio will generally
invest in real estate securities of companies listed on a securities exchange or
traded over-the-counter. As used by the Portfolio, 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 having at least 50% of their assets related to, or deriving at
least 50% of their revenues from, the ownership, construction, management or
other services, or sale of residential, commercial or industrial real estate.
Such companies would include real estate operating companies, real estate
services and home builders.
The Portfolio 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 REITs can be subject to different and greater risks
than mid or larger cap issuers. Small cap REITs may have greater regional
concentration and less diversification in terms of the regions, clients and
types of properties available for investment.
RISKS RELATED TO CONCENTRATION. The Portfolio may invest more than 25% of its
total assets in any sector of the real estate industry described above. The
Portfolio'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 Portfolio's concentration in the real estate industry, adverse developments
in that industry will have a greater impact on the Portfolio, and consequently
shareholders, than a portfolio with broader diversification. Special
considerations to an investment in the Portfolio 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 REIT management team's skill, may not be
diversified, and are subject to the risks of financing projects. The Portfolio
could conceivably own real estate directly as a result of a default on debt
obligations it may own. Changes in prevailing interest rates also may inversely
affect the value of the debt obligations in which the Portfolio will invest.
The Portfolio's Manager believes, however, that diversification of the
Portfolio's assets into different types of real estate investments will help
mitigate, although it cannot eliminate, the inherent risks of such industry
concentration. Moreover, there has historically been a low correlation between
the real estate market and the broader equity market. While there can be no
guarantee that historical trends will continue in the future, investments in
real estate securities may be a useful way of diversifying one's overall
portfolio.
REAL ESTATE RELATED INVESTMENTS. In addition to the Portfolio's investments in
real estate securities, the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio.
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 Portfolio invests with a long-term investment horizon.
Preservation of capital, while not an objective, is also an important
consideration.
SELECTION OF PORTFOLIO INVESTMENTS. The Portfolio 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. As a fundamental policy, under normal market conditions, at least 65%
of the Portfolio is 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.
The remaining 35% of the Portfolio'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 Portfolio'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 Portfolio. 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 Portfolio 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 but
significant degree in smaller capitalization companies, which are subject to
different and greater risks. SEE "INVESTMENT METHODS AND RISKS, SMALL
CAPITALIZATION ISSUERS."
OTHER INVESTMENT POLICIES. The Portfolio may invest up to 10% of its net assets
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 Portfolio may also loan
its portfolio securities, enter into repurchase transactions, write covered call
options, and engage in other activities specifically identified for this
Portfolio.
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 Portfolio'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 Portfolio may invest.
The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio'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 Portfolio 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 "NVESTMENT METHODS
AND RISKS." The Portfolio 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' ability to repay
principal and pay interest, and ratings upgrades.
Credit Quality. The Portfolio 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 of Trustees, however, the
Portfolio will not invest more than 25% of its 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 of Trustees 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 Portfolio and its shareholders.
MONEY MARKET INSTRUMENTS. The Portfolio may invest in Money Market Instruments.
In addition, the Portfolio 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 Portfolio 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 Portfolio may invest up to 10% of its assets in
defaulted debt obligations, which may be considered speculative.
FOREIGN SECURITIES. The Portfolio 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 Portfolio will limit its
investments in securities of Russian issuers to 5% of assets. The Portfolio'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 Portfolio 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 Portfolio 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
Portfolio.
VALUE SECURITIES FUND
The investment objective of the Value Securities Fund is long-term total return.
Income, though not an objective, is a secondary consideration.
PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio will invest
at least 65% of its assets in companies of various sizes, which in the opinion
of the Manager, are selling substantially below the underlying value of their
assets or their private market value. Private market value is what a
sophisticated investor would pay for the entire company. From time to time, the
Portfolio may be predominantly invested in smaller capitalization companies
("small cap companies").
In determining whether to buy or hold securities, the Manager will consider a
variety of factors, including: low price to earnings ratio relative to the
market, industry group or earnings growth; low price relative to book value or
cash flow; valuable franchises, patents, trademarks, trade names, distribution
channels, or market share for particular products or services, tax loss
carryforwards, or other intangibles that may not be reflected in stock prices;
ownership of understated or underutilized tangible assets such as land, timber
or minerals; underutilized cash or investment assets; and unusually high current
income. These criteria and others, alone and in combination, may identify
companies that are attractive to financial or strategic acquirers (i.e. takeover
candidates), or companies that have suffered sharp price declines but in the
Manager's opinion, still have significant potential ("fallen angels"). Purchases
may include companies in cyclical businesses, turnarounds and companies emerging
from bankruptcy. Purchase decisions may also be influenced by company stock
buy-backs and its insiders' purchases and sales. The Portfolio purchases
securities for investment purposes and not for the purpose of influencing or
controlling management of the issuer. In rare cases, however, when the Manager
perceives that the Portfolio may benefit, the Manager may itself seek to
influence or control management.
The securities in which the Portfolio may invest include common and preferred
stocks, securities convertible into common stocks, warrants, secured and
unsecured debt securities, and notes. The Portfolio may, from time to time, hold
significant Money Market Instruments, up to 100% of its total assets, until
suitable investment opportunities meeting its value standards become available,
consistent with its policy on temporary investments.
RISKS ASSOCIATED WITH VALUE INVESTING. Securities of a company may be
undervalued as a result of overreaction by investors to unfavorable news about a
company, an industry, or the stock market in general, or as a result of a market
decline, poor economic conditions, tax-loss selling or actual or anticipated
unfavorable developments affecting a company. Often these companies are
attempting to recover from business setbacks or adverse events (turnarounds),
cyclical downturns, or in certain cases, bankruptcy. There can be no assurance
that such companies or their stocks will recover from these events in a timely
manner or at all. Cyclical stocks in which the Portfolio may invest tend to
increase in value more quickly during economic upturns than noncyclical stocks,
but also tend to lose value more quickly in economic downturns. As with all
investments, there is always the possibility when investing in these securities
that the Manager may be incorrect in its assessment of a particular industry or
company, or that the Manager may not buy these securities at their lowest
possible prices or sell them at their highest.
There can be special risks when the Portfolio buys securities of companies
emerging from bankruptcy. Companies emerging from bankruptcy may have some
difficulty retaining customers and suppliers who prefer transacting with solvent
organizations. If new management is installed in a company emerging from
bankruptcy, the management may be considered untested; if the existing
management is retained, the management may be considered incompetent. Further,
even when a company has emerged from bankruptcy with a lower level of debt, it
may still retain a relatively weak balance sheet. During economic downturns
these companies may not have sufficient cash flow to pay their debt obligations
and may also have difficulty finding additional financing. In addition, reduced
liquidity in the secondary market may make it difficult for the Portfolio to
sell the securities or to value them based on actual trades.
The Portfolio's policy of investing in securities that may be out of favor,
including turnarounds, cyclicals and companies emerging from bankruptcy,
companies reporting poor earnings, and companies whose share prices have
declined sharply or that are not widely followed, differs from the approach
followed by many other portfolios. The Manager believes, however, that these
securities may provide a greater total investment return than securities whose
prices appear to reflect anticipated favorable developments.
RISKS ASSOCIATED WITH SMALL CAP INVESTMENTS. The Portfolio may invest without
minimum or maximum limitation in smaller cap companies which have market
capitalizations of $1 billion or less at the time of purchase. 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 Portfolio may invest are often not well known, may often trade at a
discount and may not be followed by research organizations. 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 therefore, speculative. In addition, the prices of smaller cap
companies' stocks may fluctuate independently of larger company stocks. SEE
"INVESTMENT METHODS AND RISKS."
FOREIGN INVESTMENTS. Although the Portfolio may invest up to 25% of its assets
in foreign securities, including those of developing markets issuers and
sponsored or unsponsored Depositary Receipts, it currently has no intention of
investing more than 15% of its assets in such securities. The Portfolio
presently does not intend to invest more than 5% of its assets in developing
markets securities. The Portfolio's investment 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 ADDITIONAL RISKS. SEE "HIGHLIGHTED RISK CONSIDERATIONS,
FOREIGN SECURITIES" below and in the SAI.
CONVERTIBLE SECURITIES. The Portfolio may invest in convertible securities and
synthetic convertibles. The convertible debt obligations in which the Portfolio
may invest are subject to the same rating criteria and investment policies as
the Portfolio'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 Portfolio
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."
CREDIT QUALITY AND DEFAULTED DEBT OBLIGATIONS. The Portfolio may invest up to
25% of its assets in debt obligations rated below BBB or lower by S&P or Baa by
Moody's, or in unrated debt obligations of comparable quality as determined by
the Manager. Such securities, sometimes called "junk bonds," are regarded 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, involve special risks. Debt obligations rated D by S&P are in default
and may be considered speculative. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER
RATED DEBT OBLIGATIONS" and the APPENDIX.
RISKS AND OTHER CONSIDERATIONS RELATED TO NON-DIVERSIFICATION. The Portfolio is
non-diversified under federal securities laws, but is still subject to the
diversification requirements under the federal tax code and the 25% limit on
concentration of investments in a single industry. Because the Portfolio is
non-diversified and may concentrate its investments in a smaller number of
issuers, and because economic, political or regulatory developments may have a
greater impact on the Portfolio, the value of the Portfolio's shares may
fluctuate more widely than those of a diversified portfolio. SEE "INVESTMENT
METHODS AND RISKS."
OTHER INVESTMENT POLICIES. The Portfolio 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 Portfolio can profit
if the price decreases. The Portfolio may also sell securities "short against
the box" (i.e., securities which the Portfolio 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 Portfolio may also loan its portfolio securities; invest in zero coupon
securities, pay-in-kind bonds, structured notes, mortgage-backed and
asset-backed securities; purchase loan participations and trade claims both of
which carry a high degree of risk; purchase and sell exchange-listed and
over-the-counter put and call options on securities and financial indices;
purchase and sell futures contracts or related options with respect to
securities and indices; invest in restricted or illiquid securities; and engage
in other activities specifically identified for this Portfolio.
PORTFOLIOS 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 Portfolio 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 Portfolio's assets may be invested in shares of common or
capital stock traded on any national securities exchange or over-the-counter,
and in convertible securities. The Portfolio may also keep a significant portion
of its assets in cash from time to time. Stocks and other equity securities
representing ownership interests in corporations have historically outperformed
other asset classes over the long term, but have tended to fluctuate more
dramatically over the short term. The Manager seeks to address such risks
through extensive research and emphasis on more globally-competitive companies.
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 Portfolio 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
Portfolio's assets in such securities. SEE "INVESTMENT OBJECTIVES AND RISKS,
SMALL CAPITALIZATION ISSUERS."
TECHNOLOGY COMPANIES. Consistent with its investment objective, the Portfolio
expects to have a portion of its assets invested in securities of companies
involved in computing technologies or computing technology-related companies.
The technology sector as a whole has historically been volatile, and issues from
this sector tend to be subject to abrupt or erratic price movements.
FOREIGN SECURITIES. As an operating policy, the Portfolio currently intends to
invest no more than 15% of its assets in foreign securities, including
Depositary Receipts and those of developing markets issuers. The Portfolio's
investments in foreign securities involve risks related to currency fluctuations
and political uncertainty. 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 TRANSACTIONS" and the SAI.
OTHER INVESTMENTS. The Portfolio 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 THE APPENDIX. The Portfolio 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 CONSIDERATIONS" and "INVESTMENT METHODS AND RISKS." Under the
policies discussed in "INVESTMENT METHODS AND RISKS" and in the SAI, the
Portfolio 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 Portfolio.
GLOBAL HEALTH CARE SECURITIES FUND
The investment objective of the Global Health Care Securities Fund is capital
appreciation. The Portfolio seeks to achieve its objective by concentrating its
investments in the equity securities of health care companies located throughout
the world.
PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio will invest
at least 70% of its assets in equity securities, including common stocks,
preferred stocks, securities convertible into common stocks, rights and
warrants, of health care companies. A "health care"company is one that derives
at least 50% of its earnings or revenues from, or has devoted at least 50% of
its assets to, health care activities, based upon the company's most recently
reported fiscal year. Health care activities include research, development,
production or distribution of products and services in industries such as
pharmaceutical, biotechnology, health care facilities, medical supplies, medical
technology, medical services, managed care companies, health care related
information systems and personal health care products.
The outlook for the Portfolio is to be in a position to benefit from potential
future technological advances and increasing worldwide demand in the health care
sector. Many major developments in health care come from foreign companies.
Thus, in the opinion of the Manager, a portfolio of global health care company
securities may provide greater potential for investment participation in present
and future opportunities that may present themselves in health care related
industries. The Manager also believes that the U.S. health care industry may be
subject to increasing regulation and government control. By investing in
foreign, as well as U.S., health care companies, the Manager believes that the
Portfolio will be able to minimize the impact of U.S. government regulation on
its portfolio. By investing in multiple countries, the risk of a single
government's actions on the portfolio is also reduced.
RISKS OF INVESTING IN THE HEALTH CARE INDUSTRY. Due to the Portfolio's policy of
concentrating its investments in the health care industry, the Portfolio's
shares may be subject to greater risk of adverse developments in that industry
than an investment in a portfolio which invests its assets across a broader
spectrum of industries. Specifically, the activities of health care companies
may be funded or subsidized by federal and state governments and a
discontinuance of such subsidization could adversely affect their profitability.
Securities held by the Portfolio may be affected by government policies on
health care reimbursements, regulatory approval for new drugs and medical
instruments, and other similar matters. Health care companies are also subject
to the risk of a legislative reform of the health care system. Health care
companies may face product liability lawsuits, and their products and services
are subject to rapid obsolescence. THE PORTFOLIO MAY NOT BE APPROPRIATE FOR
SHORT-TERM INVESTORS, AND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM.
SMALL CAP INVESTMENTS. The Portfolio may invest a substantial portion of its
assets in companies which have market capitalizations of $1 billion or less at
the time of purchase ("small cap companies"). These may include investments in
relatively new or unseasoned companies in their early stages of development or
in new and emerging industries which are believed to have above average
potential for rapid growth. 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, the prices of these stocks
may fluctuate independently of larger company stocks. SEE "INVESTMENT METHODS
AND RISKS, SMALL CAPITALIZATION ISSUERS."
FOREIGN INVESTMENTS. The Portfolio will mix its investments globally by
investing at least 70% of its assets in securities of issuers in at least three
different countries including the U.S. Such investments may include issuers
located in developed and developing countries. The Portfolio will not invest
more than 40% of its net assets in any one country (other than the U.S.). From
time to time, the Portfolio may invest a significant portion of its assets in
securities of U.S. issuers, the prices of which may fluctuate independently from
comparable foreign securities. As a global Portfolio, it may invest in
securities issued in any currency including multinational currency units such as
the European Currency Unit, and may hold currency, as well as buy sponsored or
unsponsored Depositary Receipts. The Portfolio currently does not intend to
invest more than 10% of its assets in securities of developing markets. As a
non-fundamental policy, the Portfolio will limit its investments in securities
of Russian issuers to 5% of its assets. The Portfolio'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 THE SUBSTANTIAL
RISKS INVOLVED IN INVESTING IN FOREIGN SECURITIES, RISKS THAT ARE HEIGHTENED FOR
INVESTMENTS IN DEVELOPING MARKETS. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS" below and in the SAI.
RISKS AND OTHER CONSIDERATIONS RELATED TO NON-DIVERSIFICATION. The Portfolio is
non-diversified under federal securities laws, but is still subject to the
diversification requirements under the federal tax code. Because the Portfolio
is non-diversified and may concentrate its investments in a smaller number of
issuers, and because economic, political or regulatory developments may have a
greater impact on the Portfolio, the value of the Portfolio's shares may
fluctuate more widely than those of a diversified portfolio. SEE "INVESTMENT
METHODS AND RISKS."
DEBT OBLIGATIONS AND CREDIT QUALITY. The Portfolio may invest up to 30% of its
assets in debt obligations issued by domestic or foreign corporations or
governments. To the extent the Portfolio invests in debt securities, changes in
interest rates in any country where the Portfolio is invested will affect the
value of the Portfolio and its share price. The Fund will invest in debt
securities rated B or above by Moody's or S&P, or in unrated securities that are
of similar quality. Securities rated below BBB are considered to be below
investment grade, and the Manager does not currently expect investments in such
lower rated debt obligations to exceed 5% of the Portfolio's assets. SEE
"HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS," "INVESTMENT
METHODS AND RISKS, DEBT OBLIGATIONS," and the APPENDIX.
OTHER INVESTMENT POLICIES. The Portfolio may engage in short sale transactions,
in which the Portfolio sells a security it does not own to a purchaser at a
specified price. Short sales have risks of loss if the price of the security
sold short increases after the sale, but the Portfolio can profit if the price
decreases. 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 Portfolio may also make temporary defensive
investments; 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; enter into repurchase or reverse repurchase
agreements; enter into foreign currency exchange contracts; borrow money; and
engage in other activities specifically identified for this Portfolio.
MUTUAL DISCOVERY SECURITIES FUND
The investment objective of the Mutual Discovery Securities Fund is capital
appreciation.
PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio 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
Portfolio can invest in securities from any size issuer, and may from time to
time invest a substantial portion of its assets in securities of smaller
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 Portfolio 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 Portfolio may hold
significant cash positions until suitable investment opportunities are
available, consistent with its policy on temporary investments.
The Portfolio 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 Portfolio 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 Portfolio's investment will be consummated or will be consummated on the
terms and within the time period contemplated. The Portfolio 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 Portfolio'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 Portfolio.
The Portfolio 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 Portfolio may benefit,
the Manager may itself seek to influence or control management or may cause the
Portfolio to 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.
FOREIGN INVESTMENTS. The Portfolio may purchase securities in any foreign
country, developed or undeveloped, and currently expects to invest up to 50% or
more of its assets in foreign securities, including sponsored or unsponsored
Depositary Receipts. The Portfolio 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
Portfolio'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
TRANSACTIONS" BELOW AND IN THE SAI.
CURRENCY TECHNIQUES. The Portfolio 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 Portfolio
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, the prices
of small cap company stocks may fluctuate independently of larger company
stocks. SEE "INVESTMENT METHODS AND RISKS."
CREDIT QUALITY. Debt obligations (including Indebtedness) in which the Portfolio
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 Portfolio 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 PORTFOLIO'S POLICY OF
INVESTING IN LOWER-RATED OR UNRATED, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT
IN THE PORTFOLIO IS ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH
AN INVESTMENT IN HIGHER RATED OBLIGATIONS. ACCORDINGLY, INVESTORS CONSIDERING
THE PORTFOLIO SHOULD EVALUATE THEIR OVERALL INVESTMENT GOALS AND TOLERANCE FOR
RISK. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER RATED DEBT OBLIGATIONS" and
the APPENDIX.
DEFAULTED DEBT OBLIGATIONS. The Portfolio may invest without limit in defaulted
debt obligations, subject to the Portfolio'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 Portfolio generally invests in defaulted debt obligations.
OTHER INVESTMENT POLICIES. While the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio can profit if the price
decreases. The Portfolio may also sell securities "short against the box" (i.e.,
securities which the Portfolio 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 Portfolio 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
Portfolio.
NATURAL RESOURCES SECURITIES FUND
The Natural Resources Securities Fund's investment objective is capital
appreciation with current income as a secondary objective. The Portfolio 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 Portfolio 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 related to 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 Portfolio may invest in common stocks (including preferred or debt
securities convertible into common stocks), preferred stocks and debt
obligations. While the Portfolio 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 Portfolio's
investment objective.
The Portfolio may also invest up to 10% of its assets in real estate investment
trusts ("REITs"), which may be in or outside the natural resources sector. 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 property owned by the REITs, the quality of any credit extended by the
REITs, and general economic and other factors. See "Real Estate Securities Fund"
for more information.
SELECTION OF PORTFOLIO INVESTMENTS. The Portfolio's Manager searches for
companies that will prosper throughout economic cycles. In searching for such
companies, the Manager tends to focus on what it believes are highly profitable
companies with skilled management, strong growth profiles and solid financials,
as well as companies with sustainable advantages either through strategic asset
bases or technological expertise. As with all investments, there is always the
possibility that the Manager may be incorrect in its assessment of securities
selected or that the issuing companies may not perform as expected.
RISKS OF INVESTING IN NATURAL RESOURCES SECTOR. Due to the Portfolio's policy of
concentrating its investments in the natural resources sector, the Portfolio's
shares may be subject to greater risk of adverse developments in those
industries than an investment in a portfolio with greater industry
diversification. In addition, at the Manager's discretion, the Portfolio 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
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio'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 Portfolio 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 Portfolio
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, the prices
of these stocks may fluctuate independently of larger company stocks. SEE
"INVESTMENT METHODS AND RISKS."
DEBT OBLIGATIONS AND CREDIT QUALITY. The Portfolio may invest in debt
obligations issued by domestic or foreign corporations or governments.
The Portfolio 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 Portfolio may also invest up
to 15% of its 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 Portfolio's assets. SEE "HIGHLIGHTED RISK CONSIDERATIONS, LOWER
RATED DEBT OBLIGATIONS,""INVESTMENT METHODS AND RISKS, DEBT OBLIGATIONS," AND
THE APPENDIX.
OTHER INVESTMENT POLICIES. The Portfolio may invest up to 35% of its assets in
equity securities or debt obligations of foreign or domestic issuers outside the
natural resources sector. Some of these issuers may be in industries related to
the natural resources sector and, therefore, may be subject to similar risks.
The Portfolio 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
Portfolio 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 Portfolio.
SMALL CAP FUND
The investment objective of the Small Cap Fund is long-term capital growth. The
Portfolio 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 Portfolio will invest
at least 65% of its assets in equity securities of small capitalization growth
companies ("small cap companies"). A small cap company generally has a market
capitalization of less than $1.5 billion at the time of the Portfolio's
investment and, in the opinion of the Portfolio'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 Portfolio will not invest more
than 10% of its assets in securities issued by companies with less than three
years of continuous operation.
Equity securities of small cap companies may consist of common stock, preferred
stock, warrants for the purchase of common stock, and convertible securities.
The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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, the prices of small cap company stocks may, to a degree, fluctuate
independently of larger company stocks. SEE "INVESTMENT METHODS AND RISKS, SMALL
CAPITALIZATION ISSUERS." THE PORTFOLIO MAY NOT BE APPROPRIATE FOR SHORT-TERM
INVESTORS, AND AN INVESTMENT IN THE PORTFOLIO SHOULD NOT BE CONSIDERED A
COMPLETE INVESTMENT PROGRAM.
FOREIGN INVESTMENTS. Although the Portfolio may invest up to 25% of its assets
in foreign securities, including those of developing markets issuers and
sponsored or unsponsored Depositary Receipts, it currently has no intention of
investing more than 15%. The Portfolio presently does not intend to invest more
than 5% of its assets in developing markets securities. The Portfolio'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 TRANSACTIONS"
below and in the SAI.
OTHER INVESTMENTS. Although the Portfolio's assets will be invested primarily in
equity securities of small cap companies, the Portfolio may invest up to 35% of
its assets in other instruments, which may cause its performance to vary from
that of the small capitalization equity markets. The Portfolio may invest in
equity securities of larger capitalization companies which the Portfolio'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 Portfolio 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
Portfolio's objective of capital growth. The Portfolio 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
Portfolio 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 the APPENDIX.
The Portfolio currently does not intend to invest more than 10% of its assets in
real estate investment trusts ("REITs"), which are described in "Real Estate
Securities 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 Portfolio 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
Portfolio.
TEMPLETON DEVELOPING MARKETS EQUITY FUND
The investment objective of the Templeton Developing Markets Equity Fund is
long-term capital appreciation.
The Portfolio 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 Portfolio's assets
will be invested in such securities. The Portfolio will at all times, except
during defensive periods, maintain investments in at least three countries
having developing markets. The Portfolio has the right to purchase securities in
any foreign country, developed or developing. However, as a non-fundamental
policy, the Portfolio will limit its investments in securities of Russian
issuers to 5% of 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 PORTFOLIO MAY BE
CONSIDERED SPECULATIVE, AND MAY NOT BE APPROPRIATE FOR SHORT-TERM INVESTORS.
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
Portfolio 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 Portfolio 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 Portfolio seeks to benefit from economic and other developments in
developing markets. The investment objective of the Portfolio 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 Portfolio may invest up to 35%
of its 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 of Trustees, however, the Portfolio will not
invest more than 5% of its 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 of Trustees 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
Portfolio 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 Portfolio may invest up
to 10% of its assets in defaulted debt obligations which may be considered
speculative.
CURRENCY TECHNIQUES. The Portfolio 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
Portfolio will not enter into forward contracts if, as a result, the Portfolio
will have more than 20% of its assets committed to the consummation of such
contracts. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN TRANSACTIONS."
OTHER INVESTMENT POLICIES. The Portfolio may invest up to 10% of its 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 Portfolio 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;
purchase convertible securities and warrants; invest in restricted or illiquid
securities; and engage in other activities specifically identified for this
Portfolio. The Portfolio may not commit more than 5% of its 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 assets of the Portfolio. Presently, some of the above
strategies cannot be used to a significant extent by the Portfolio in the
markets in which the Portfolio 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 Portfolio seeks to achieve its objective
through a flexible policy of investing in stocks and debt obligations of
companies and governments of any nation. The Portfolio has the right to purchase
securities in any foreign country, developed or emerging. However, as a
non-fundamental policy, the Portfolio will limit its investments in securities
of Russian issuers to 5% of assets. Although the Portfolio 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 Portfolio 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 Portfolio will typically invest predominantly in
equity securities issued by large-cap or mid-cap 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, SMALL CAPITALIZATION
ISSUERS."
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 Portfolio 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 the APPENDIX. As a policy established by the Board of Trustees,
however, the Portfolio will not invest more than 5% of its assets in debt
obligations rated BBB or lower by S&P or Baa or lower by Moody's. The Board of
Trustees 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 Portfolio.
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 Portfolio may invest up
to 10% of its assets in defaulted debt obligations which may be considered
speculative.
CURRENCY TECHNIQUES. The Portfolio may, but with respect to equity securities
does not currently intend, 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._ The Portfolio may also purchase and sell stock index
futures contracts up to an aggregate amount not exceeding 20% of its assets and
may not at any time commit more than 5% of its 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 Portfolio 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 Portfolio may invest up to 5% of its assets in securities issued by any one
company or foreign government, exclusive of U.S. Government Securities. The
Portfolio may invest up to 5% of its assets in warrants (exclusive of warrants
acquired in units or attached to securities) and up to 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 Portfolio may also enter into repurchase
agreements, lend its portfolio securities, invest in restricted securities, and
engage in other activities specifically identified for this Portfolio.
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 Portfolio will
invest at least 65% of its 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 Portfolio 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
Portfolio's assets could be invested in U.S. companies.
In selecting portfolio securities, the Portfolio attempts to take advantage of
the difference between economic trends and the anticipated performance of
securities and securities markets in various countries. The Portfolio 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 Portfolio 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 "INVESTMENT METHODS AND RISKS, SMALL
CAPITALIZATION ISSUERS."
The Portfolio has the right to purchase securities in any foreign country,
developed or emerging. Normally, the Portfolio will invest at least 65% of its
assets in securities traded in at least three foreign countries. As a
non-fundamental policy, the Portfolio will limit its investments in securities
of Russian issuers to 5% of assets. The Portfolio'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 Portfolio's assets may be invested in debt
obligations of which up to 10% 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. 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 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 Portfolio 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 Portfolio may invest up to 10% of its net assets
in illiquid securities. The Portfolio 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 Portfolio 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, invest in enhanced
convertible securities, and engage in other activities specifically identified
for this Portfolio.
TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
The investment objective of the Templeton International Smaller Companies Fund
is to seek long-term capital appreciation. The Portfolio seeks to achieve this
objective by investing primarily in equity securities of smaller companies
outside the U.S., including developing markets countries.
PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio expects to
invest at least 65% of its assets in equity securities of companies of any
foreign nation (including developing markets nations) whose market
capitalizations do not exceed $1 billion at the time of purchase, generally
considered "small cap companies." The Portfolio 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
Portfolio 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 PORTFOLIO MAY NOT BE APPROPRIATE FOR SHORT-TERM INVESTORS, AND AN
INVESTMENT IN THE PORTFOLIO SHOULD NOT BE CONSIDERED A COMPLETE INVESTMENT
PROGRAM.
The Portfolio has the right to purchase securities in any foreign country,
developed or emerging. However, as a non-fundamental policy, the Portfolio will
limit its investments in securities of Russian issuers to 5% of assets. The
Portfolio'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 TRANSACTIONS."
OTHER INVESTMENTS. The Portfolio may invest up to 35% of its 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 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 Portfolio will not
invest more than 5% of its 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 Portfolio's performance to vary
from those of international smaller capitalization equity markets.
DEFAULTED DEBT OBLIGATIONS. The Portfolio may invest up to 10% of its assets in
defaulted debt obligations, which may be considered speculative.
CURRENCY TECHNIQUES. The Portfolio 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 Portfolio will not enter into forward contracts if, as a result,
the Portfolio would have more that 20% of its assets committed to the
consummation of such contracts. SEE "HIGHLIGHTED RISK CONSIDERATIONS, FOREIGN
TRANSACTIONS" and the SAI.
OTHER INVESTMENT POLICIES. The Portfolio may invest no more than 5% of its
assets in securities of any one issuer, exclusive of U.S. Government Securities.
The Portfolio may invest up to 5% of its assets in warrants, including such
warrants that are not listed on an exchange. For hedging purposes only, the
Portfolio 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
assets of the Portfolio. 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 Portfolio may
also enter into repurchase agreements, invest in illiquid securities, lend its
portfolio securities, and engage in other activities specifically identified for
this Portfolio.
TEMPLETON PACIFIC GROWTH FUND
The Templeton Pacific Growth Fund seeks to provide long-term growth of capital.
Under normal conditions, the Portfolio will invest at least 65% of its 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 Portfolio's 65%
investment policy, the countries in the Pacific Rim include Australia, China,
Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Pakistan, the
Philippines, Singapore and Thailand. Normally, the Portfolio will invest at
least 65% of its assets in securities traded in at least three foreign
countries, including the countries listed herein. The Portfolio may, from time
to time, hold significant cash positions until suitable investment opportunities
are available, consistent with its policy on temporary investments.
Although the Portfolio will not invest more than 25% of its assets in any one
industry or the government of any one country, the Portfolio 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 Portfolio, the Portfolio has less geographical
diversification than a broad-based international portfolio and thus its
volatility is higher. AN INVESTMENT IN THE PORTFOLIO MAY BE CONSIDERED
SPECULATIVE, AND MAY NOT BE APPROPRIATE FOR SHORT-TERM INVESTORS. INVESTORS
SHOULD CONSIDER CAREFULLY THE SUBSTANTIAL AND HEIGHTENED RISKS INVOLVED IN
INVESTING IN DEVELOPING MARKETS SECURITIES. SEE "HIGHLIGHTED RISK
CONSIDERATIONS, FOREIGN TRANSACTIONS" and the SAI.
OTHER INVESTMENTS. The Portfolio 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 Portfolio 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 Portfolio's 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. However, the
Portfolio's Manager currently does not intend to hold any significant positions
in debt obligations.
The Portfolio 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. The issuers of such debt obligations
may or may not be domiciled in the Pacific Rim. SEE "INVESTMENT METHODS AND
RISKS."
OTHER INVESTMENT POLICIES. The Portfolio may invest up to 10% of its net assets
in illiquid securities. Currently the Portfolio 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 Portfolio 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, purchase convertible securities, lend its portfolio securities, engage
in repurchase agreements, and engage in other activities specifically identified
for this Portfolio.
HIGHLIGHTED RISK CONSIDERATIONS
FOREIGN TRANSACTIONS
Foreign securities include all of the following, 1) securities of companies
organized outside the U.S. ("foreign issuers"), whether or not publicly traded
in the U.S., 2) securities that are principally traded outside the U.S., 3)
securities denominated in foreign currency ("non-dollar securities").
Investments in foreign 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 Portfolio. 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 Portfolio may encounter difficulties or be
unable to pursue legal remedies and obtain judgments in foreign courts. The
Portfolio 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.
Many debt obligations of foreign issuers, and especially developing market
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. 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 Portfolio to obtain or to enforce a judgment against the issuers
of such securities.
Securities which are acquired by a Portfolio 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
Portfolio acquires and holds the security with the intention of reselling the
security in the foreign trading market, the Portfolio 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 Portfolios 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 if so stated in the individual Portfolio section), such investments,
nevertheless, may tend to reduce the liquidity of the Portfolios' 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 Portfolio with a significant non-U.S. portfolio can be expected to be higher
than those of Portfolios 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 Portfolio are
uninvested and no return is earned thereon. The inability of a Portfolio to make
intended security purchases due to settlement problems could cause a Portfolio
to miss attractive investment opportunities. Inability to dispose of a security
due to settlement problems could result either in losses to the Portfolio due to
subsequent declines in value of the security or, if the Portfolio 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, developed countries include, but are not limited to,
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 Portfolios 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. While short-term volatility can be disconcerting,
declines of as much as 40% to 50% are not unusual in emerging markets. In fact,
the Hong Kong market has increased 1268% in the last 15 years, but has suffered
five declines of more than 20% during that time. Many smaller Asian markets
suffered severe declines in 1997, including several which fell over 70%.
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 Portfolios' investments in those countries and the
availability to a Portfolio 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 Portfolios' investments in such countries less liquid and more
volatile than investments in Japan or most Western European countries, and these
Portfolios 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 Portfolios 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 Portfolios 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.
Hong Kong reverted to the sovereignty of China on July 1, 1997. As with any
major political transfer of power, this could result in political, social,
economic, market or other developments in Hong Kong, China or other countries
that could affect the value of Portfolio investments.
CERTAIN RESTRICTIONS. Some of the countries in which the Portfolios 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 Portfolio 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 Health Care,
Global Income, Global Utility, 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 Portfolios with other investment vehicles before making an investment
decision.
There may be other applicable policies or restrictions on a Portfolio's
investments in foreign securities. SEE "CURRENCY RISKS AND THEIR MANAGEMENT,"
"INVESTMENT OBJECTIVES AND POLICIES," "INVESTMENT METHODS AND RISKS" and the
SAI.
EURO RISK. On January 1, 1999, the European Monetary Union (EMU) plans to
introduce a new single currency, the euro, which will replace the national
currency for participating member countries. If a Portfolio holds investments in
countries with currencies replaced by the euro, the investment process,
including trading, foreign exchange, payments, settlements, cash accounts,
custody and accounting will be impacted.
Because this change to a single currency is new and untested, the establishment
of the euro may result in market volatility. For the same reason, it is not
possible to predict the impact of the euro on the business or financial
condition of European issuers which a Portfolio may hold, and their impact on
the value of Portfolio shares. To the extent a Portfolio holds non-U.S. dollar
(euro or other) denominated securities, it will still be exposed to currency
risk due to fluctuations in those currencies versus the U.S. dollar.
CURRENCY RISKS AND THEIR MANAGEMENT. The relative performance of foreign
currencies in which securities held by a Portfolio are denominated is an
important factor in each Portfolio's overall performance. The Managers intend to
manage a Portfolio'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 Portfolio 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 Portfolio,
each of the Portfolios 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 Portfolio 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
Portfolio 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
Portfolio's securities denominated in that currency. Such changes will also
affect a Portfolio's income and distributions to shareholders. In addition,
although the Portfolio will receive income on foreign securities in such
currencies, the Portfolio 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 Portfolio's income has been accrued and translated into U.S.
dollars, the Portfolio could be required to liquidate portfolio securities to
make required distributions. Similarly, if an exchange rate declines between the
time a Portfolio 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 Portfolio 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 Portfolio may
enter into currency futures contracts traded on regulated commodity exchanges,
including non-U.S. exchanges.
A Portfolio 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 Portfolio 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
Portfolio converts assets from one currency to another. A Portfolio 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 Portfolio 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 Portfolio to deliver an amount of currency other than U.S. dollars in excess
of the value of the securities or other assets denominated in that currency or,
in the case of cross-hedging, in a currency closely correlated to that currency.
A Portfolio will generally enter into forward contracts only under two
circumstances. First, when the Portfolio 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 Portfolio 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 Portfolio's 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 Portfolio 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 Portfolio 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 Portfolio'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 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 Portfolio
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 Portfolio 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 Portfolios expect to achieve an
acceptable degree of correlation between their portfolio investments and their
interest rate or currency swap positions.
A Portfolio will only enter into interest rate swaps on a net basis, which means
that the two payment streams are netted out, with the Portfolio 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 Portfolio is
contractually obligated to make. If the other party to an interest rate swap
defaults, the Portfolio's risk of loss consists of the net amount of interest
payments that the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio's investment
policies, a Portfolio's investments in Depositary Receipts will be deemed to be
investments in the underlying securities.
LOWER RATED 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). Lower rated or unrated obligations are more likely to
react to developments affecting market and credit risk than are more highly
rated obligations, which react primarily to movements in the general level of
interest rates. The Managers consider both credit risk and market risk in making
investment decisions as to corporate debt obligations for a Portfolio.
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 Portfolio.
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 Portfolio. 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
Portfolio to manage the timing of its receipt of income, which may have tax
implications. A Portfolio 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 Portfolio's shareholders even though the
Portfolio 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 Portfolio may be required to dispose of securities
that it otherwise would have continued to hold or to use cash flows from other
sources such as the sale of Portfolio shares.
A Portfolio 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 Portfolio's
ability to dispose of particular issues, when necessary, to meet the Portfolio'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 Portfolio to obtain market quotations based on
actual trades for purposes of valuing the 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 PORTFOLIOS," 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 Portfolio 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 Portfolio may
incur special costs in disposing of such securities; however, the Portfolio 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio is changed by the rating service, such
change will be considered by the Portfolio 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 Portfolios, if so stated in the individual
Portfolio section, may purchase debt obligations of issuers not currently paying
interest as well as issuers who are in default. In general, a Portfolio 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 Portfolio 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 Portfolio may have unrealized losses on such defaulted
obligations which are reflected in the price of the Portfolio'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 Portfolio's net assets are
impacted prior to the default. A Portfolio may retain an issue which has
defaulted because such issue may present an opportunity for subsequent price
recovery.
A Portfolio 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 Portfolio may be required to
dispose of securities that it otherwise would have continued to hold or to use
cash flows from other sources such as sales of Portfolio shares.
THE PORTFOLIOS' INVESTMENTS. BECAUSE OF CERTAIN OF THE PORTFOLIOS' POLICIES OF
INVESTING IN HIGHER YIELDING, HIGHER RISK DEBT OBLIGATIONS, AN INVESTMENT IN
SUCH A PORTFOLIO IS ACCOMPANIED BY A HIGHER DEGREE OF RISK THAN IS PRESENT WITH
AN INVESTMENT IN A PORTFOLIO THAT INVESTS IN HIGHER RATED, LOWER YIELDING DEBT
OBLIGATIONS. ACCORDINGLY, AN INVESTMENT IN ANY SUCH PORTFOLIO 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, 1997, the Income Securities Fund held one position 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, Asset Allocation, 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, 1997. No
other Portfolio 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 ........................ 8.33%
Aa ......................... 0.54%
A .......................... 0.00%
Baa ........................ 4.08%
Ba ......................... 2.87%
B .......................... 30.60%
Caa ........................ 3.86%*
Ca ......................... 0.30%
C .......................... 0.15%
*2.70% of these securities, which are unrated by Moody's, have been included in
the Caa rating category.
Global Asset Global High Income
S&P Allocation Fund Income Fund Fund
AAA ..... 66.61% 80.76% 0.00%
AA ...... 0.02% 0.11% 0.00%
BBB+ .... 0.00% 0.00% 0 .41%
BBB ..... 0.00% 0.00% 1.32%
BBB- .... 0.05% 0.00% 3.80%
BB+ ..... 1.85%** 0.34% 6.19%
BB ..... 13.15%** 12.32%*** 4.99%
BB- ..... 9.64% 5.02% 12.06%****
B+ ...... 4.11% 0.00% 16.86%****
B ....... 3.63%** 0.00% 30.45%****
B- ...... 0.94%** 0.00% 19.37%****
CCC+ .... 0.00% 0.00% 2.15%****
CCC ..... 0.00% 0.00% 1.23%
CCC- .... 0.00% 0.00% 1.17%
**Securities, which are unrated by S&P, have been included as follows: 0.73%
BB+, 0.35% BB, 2.86% B, 0.94% B-.
***0.11% of these securities, which are unrated by S&P, have been included in
the BB rating category.
****Securities, which are unrated by S&P, have been included as follows: 0.48%
BB-, 0.14% B+, 1.13% B, 1.08% B-, 0.31% CCC+.
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 PORTFOLIO
Certain types of investments and investment techniques are authorized for more
than one Portfolio, only if so stated in the descriptions of the individual
Portfolios. These are described below and in the SAI in greater detail. Each of
the Portfolios will not necessarily use the authorized strategies described to
the full extent permitted unless the Managers believe that doing so will help a
Portfolio 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 PORTFOLIOS EXCEPT THE ASSET
ALLOCATION, DEVELOPING MARKETS, GLOBAL HEALTH CARE, INTERNATIONAL SMALLER
COMPANIES, MUTUAL DISCOVERY, MUTUAL SHARES, SMALL CAP AND VALUE FUNDS, MAY
BORROW MONEY UP TO 5% OF THE VALUE OF THEIR RESPECTIVE ASSETS AND NO SUCH
BORROWING MAY BE FOR DIRECT INVESTMENT IN SECURITIES. The Portfolios may also
borrow from banks for temporary or short-term purposes. The Portfolios 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, GLOBAL HEALTH CARE, INTERNATIONAL SMALLER
COMPANIES, MUTUAL DISCOVERY, MUTUAL SHARES, SMALL CAP AND VALUE 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 Portfolio 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 Portfolio'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 Portfolio'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 Portfolio will not purchase
additional securities while its borrowings exceed the above percentage of its
total assets.
CONCENTRATION
THE GLOBAL HEALTH CARE FUND, REAL ESTATE FUND, GLOBAL UTILITY 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 PORTFOLIO. THE OTHER PORTFOLIOS WILL NOT INVEST MORE THAN
25% OF THE VALUE OF THEIR RESPECTIVE ASSETS IN ANY ONE PARTICULAR INDUSTRY
(EXCLUDING THE U.S. GOVERNMENT). PURSUANT TO THE 1940 ACT, THESE POLICIES WILL
NOT BE CHANGED WITHOUT SHAREHOLDER APPROVAL.
CONVERTIBLE SECURITIES
WITH THE EXCEPTION OF THE MONEY FUND, ZERO COUPON FUNDS AND GOVERNMENT FUND, ALL
PORTFOLIOS 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 Portfolio may invest are subject to
the same rating criteria and investment policies as that Portfolio'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 Portfolio's financial reporting, credit
rating, and investment limitation purposes.
Certain Portfolios, 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 Portfolios 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 Portfolio.
Debt obligations in which the Portfolios 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 Portfolio's
investments in debt obligations are interest rate sensitive, a Portfolio'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 Fund, without
regard to required ratings, maturity, and other criteria under Rule 2a-7 of the
1940 Act governing money market portfolios which define them as "Eligible
Securities" for purposes of the Portfolio, are referred to generally as "Money
Market Instruments" in this prospectus.
U.S. Government Securities. All of the Portfolios 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 Portfolio 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 Portfolio 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 Portfolio) consists of the difference between its face
value at maturity and its cost.
One particular zero coupon security a Portfolio 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 Portfolio
will realize no cash until the cash payment date and, if the issuer defaults,
the Portfolio 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
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio sections or the SAI, certain of the
Portfolios 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; mortgage pass-throughs,
including 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 Portfolio
sections, and/or in the SAI.
DIVERSIFICATION
Each Portfolio, except the Global Health Care Fund, Global Income Fund, and the
Value Fund will operate as a diversified portfolio under federal securities law.
Each diversified Portfolio 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 Portfolio's assets would be invested in such
issuer.
In addition, each Portfolio 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
Portfolio 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 assets, not
more than 5% of the market value of its assets will be invested in the
securities of a single issuer and each Portfolio will not own more than 10% of
the outstanding voting securities of a single issuer. A Portfolio'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 Portfolio's 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 Portfolio will diversify its
investments such that (i) no more than 55% of the Portfolio's assets is
represented by any one investment; (ii) no more than 70% of the Portfolio's
assets is represented by any two investments; (iii) no more than 80% of the
Portfolio's assets is represented by any three investments; and (iv) no more
than 90% of the Portfolio's assets is represented by any four investments. In
the case of Portfolios 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 Portfolios may acquire loan participations and other direct or indirect
bank obligations ("Loan Participations"), in which a Portfolio 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 Portfolio 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
Portfolios 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 the
following conditions, the Portfolios may lend their portfolio securities to
qualified securities dealers or other institutional investors, if such loans do
not exceed 30% of the value of a Portfolio's total assets at the time of the
most recent loan (one-third of the Portfolio's assets in the case of the Asset
Allocation, Developing Markets, Global Health Care, International Equity, Mutual
Discovery, Mutual Shares, Pacific, and Value Funds). The borrower must deposit
with the Portfolio's custodian bank collateral with an initial market value of
at least 102% of the market value of the securities loaned, including any
accrued interest, with the value of the collateral and loaned securities
marked-to-market daily to maintain collateral coverage of at least 100%. This
collateral shall consist of cash, U.S. Government Securities, or irrevocable
letters of credit. The lending of securities is a common practice in the
securities industry. A Portfolio may engage in security loan arrangements with
the primary objective of increasing the Portfolio'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 Portfolio 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 Portfolios may invest in options and futures contracts and any
limitations noted in this section are qualified by the Portfolios' individual
policies as stated in the individual descriptions of each of the Portfolios.
UNLESS OTHERWISE NOTED IN A PORTFOLIO'S POLICIES, THE VALUE OF THE UNDERLYING
SECURITIES ON WHICH OPTIONS MAY BE WRITTEN AT ANY ONE TIME WILL NOT EXCEED 15%
OF THE ASSETS OF THE PORTFOLIO. NOR WILL A PORTFOLIO PURCHASE PUT OR CALL
OPTIONS IF THE AGGREGATE PREMIUMS PAID FOR SUCH OPTIONS WOULD EXCEED 5% OF ITS
ASSETS AT THE TIME OF PURCHASE.
UNLESS OTHERWISE NOTED IN A PORTFOLIO'S POLICIES, NONE OF THE PORTFOLIOS
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 PORTFOLIO AND
PREMIUMS PAID ON OPTIONS ON FUTURES CONTRACTS WOULD EXCEED 5% OF THE MARKET
VALUE OF THE ASSETS OF THE PORTFOLIO. SEE THE "INVESTMENT OBJECTIVES AND
POLICIES" of the specific Portfolio and the SAI for a discussion of whether, and
to what extent, the Portfolio may purchase these investments.
In general, a Portfolio 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 Portfolio 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
Portfolios currently expect to make significant use of these transactions,
except to manage currency risk. See "Highlighted Risk Considerations, Foreign
Transactions."
PORTFOLIO TURNOVER
Each Portfolio may purchase and sell securities without regard to the length of
time the security has been held, and the frequency of Portfolio 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 Portfolio's annual turnover rate generally will not
exceed 100% except for the Global Income Fund which may exceed 100% per year.
The Global Income Fund's turnover rate of 181.61% in 1997 was primarily due to
bond maturities, and the rebalancing of the portfolio to keep interest rate risk
and country allocations at desired levels.
Higher portfolio turnover rates generally increase transaction costs, which are
Portfolio 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 PORTFOLIO MAY ENGAGE IN REPURCHASE TRANSACTIONS, IN WHICH THE PORTFOLIO
PURCHASES A U.S. GOVERNMENT SECURITY SUBJECT TO RESALE TO A BANK OR DEALER AT A
MUTUALLY AGREED UPON PRICE AND DATE. In a repurchase agreement, the Portfolio
buys U.S. Government Securities from a bank or broker-dealer at a higher price
on a specified date. The securities subject to resale are held on behalf of the
Portfolio by a custodian bank approved by the Board of Trustees. The bank or
broker-dealer must transfer to the custodian securities with an initial market
value of at least 102% of the repurchase price to help secure the obligation to
repurchase the securities at a later date. The securities are then
marked-to-market daily to maintain coverage of at least 100%. If the bank or
broker-dealer does not repurchase the securities as agreed, the Portfolio may
experience a loss or delay in the liquidation of the securities underlying the
repurchase agreement and may also incur liquidation costs. The Portfolio,
however, intends to enter into repurchase agreements only with banks or
broker-dealers that are considered creditworthy by the Managers.
Certain Portfolios 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 Portfolios to not invest more than 10% of
their respective net assets in illiquid investments, except that the Global
Health Care, International Smaller Companies, Mutual Discovery, Mutual Shares
and Value 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 of Trustees, however, will retain sufficient oversight and
be ultimately responsible for the determinations. To the extent a Portfolio
invests in restricted securities that are deemed liquid, the general level of
illiquidity in a Portfolio 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"
Portfolios that may purchase Treasury securities may also enter into "U.S.
Treasury rolls" in which the Portfolio 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 Portfolio 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
Portfolio 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 Portfolio 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 Portfolio, 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.
Portfolios that may purchase mortgage-backed securities may enter into mortgage
"dollar rolls"in which the Portfolio 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 Portfolio forgoes principal
and interest paid on the mortgage-backed securities. The Portfolio 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 Portfolio will not enter into any dollar rolls that are
not covered rolls.
SMALL CAPITALIZATION ISSUERS
Certain Portfolios 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
portfolio which invests a substantial portion of its net assets in small company
stocks may be more volatile than the shares of a portfolio 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 of Trustees will monitor the
liquidity of structured notes and notes determined to be illiquid will be
subject to a Portfolio's percentage limits on illiquid securities. If permitted
by a Portfolio's investment policies, the Templeton Managers may occasionally
invest under 5% of their respective Portfolio'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 Portfolio (other than the
Money Fund) may establish a temporary defensive position. Such Portfolios may
therefore invest up to 100% of their respective net assets in high quality Money
Market Instruments or in, for example, U.S. Government Securities, bank
obligations, and the highest quality commercial paper, as described above. The
Rising Dividends Fund may also invest in short-term fixed-income securities. Any
decision to make a substantial withdrawal for a sustained period of time, from a
Portfolio's "defined" market(s) based on its investment objectives will be
reviewed by the Board of Trustees.
The Asset Allocation, Developing Markets, Global Health Care, Global Income,
Global Growth, Global Utility, 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
Portfolio will employ defensive strategies.
TRADE CLAIMS
Trade claims are purchased from creditors of companies in financial difficulty.
For purchasers such as a Portfolio, 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 Portfolio does not exercise or dispose of a warrant prior to its
expiration, it will expire worthless.
"WHEN-ISSUED" AND
"DELAYED DELIVERY" TRANSACTIONS
A Portfolio 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 Portfolio and generally do not earn interest until their scheduled delivery
date. When the Portfolio 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 Portfolio engages
in when-issued and delayed delivery transactions, it will do so only for the
purpose of acquiring portfolio securities consistent with the Portfolio'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 Portfolio may miss a price or
yield considered advantageous. See the SAI for additional information.
YEAR 2000
WHEN EVALUATING CURRENT AND POTENTIAL PORTFOLIO POSITIONS, YEAR 2000 IS ONLY ONE
OF THE FACTORS THE PORTFOLIOS MANAGERS CONSIDER.
THE MANAGERS WILL RELY UPON PUBLIC FILINGS AND OTHER STATEMENTS MADE BY
COMPANIES ABOUT THEIR YEAR 2000 READINESS. ISSUERS IN COUNTRIES OUTSIDE THE
U.S., PARTICULARLY IN EMERGING MARKETS, MAY NOT BE REQUIRED TO MAKE THE SAME
LEVEL OF DISCLOSURE ABOUT YEAR 2000 READINESS AS IS REQUIRED IN THE U.S. THE
MANAGERS, OF COURSE, CANNOT AUDIT EACH COMPANY AND ITS MAJOR SUPPLIERS TO VERIFY
THEIR YEAR 2000 READINESS.
If a company in which a Portfolio is invested is adversely affected by Year 2000
problems, it is likely that the price of its security will also be adversely
affected. A decrease in the value of one or more of a Portfolio's holdings will
have a similar impact on the price of the Portfolio's shares. Please see "Year
2000 Problem" under "Management" for more information.
INVESTMENT RESTRICTIONS
Each Portfolio is subject to a number of additional investment restrictions,
some of which are fundamental policies and, like the investment objective of
each Portfolio, 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 (the "Board") oversees the management
of the Trust and elects its officers. The officers are responsible for each
Portfolio's day-to-day operations.
MANAGERS
The Manager for all Portfolios of the Trust, except the Asset Allocation,
Developing Markets, Global Growth, International Smaller Companies, Mutual
Discovery, Mutual Shares, Rising Dividends and Value 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, and also is the Manager for the Value
Fund. 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 Portfolio, and the material
terms of the Portfolio'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. Michael F. Price is Chairman of the Board of Directors
of Franklin Mutual.
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 this prospectus and the SAI. The Managers also perform
similar services for other portfolios. 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 $208 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," "Policies Regarding Brokers Used on Securities
Transactions" and "Miscellaneous Information" 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 Portfolio's assets and
make each Portfolio's investment decisions. Each Portfolio is obligated to pay a
management fee for these services. Portfolio Administration fees may be paid
directly by the Portfolio or indirectly by the Managers through the management
fees. See "Portfolio Administrator," below.
During the fiscal year ended December 31, 1997, the management and Portfolio
administration fees and total operating expenses, as a percentage of monthly net
assets and before any advance waiver, for each Portfolio which operated
throughout 1997+ were as follows:
1997
MANAGEMENT
AND PORTFOLIO 1997 TOTAL
ADMINISTRATION OPERATING
PORTFOLIO(EXCEPT NEW PORTFOLIOS) FEES EXPENSES
Asset Allocation Fund .. .80%*** .94%
Capital Growth Fund .... .75% .77%
Developing Markets Fund 1.25% 1.42%
Global Growth Fund ..... .83% .88%
Global Income Fund ..... .56% .62%
Global Utility Fund
(formerly Utility Fund) .47% .50%
Government Fund ........ .48% .50%
Growth and Income Fund .47% .49%
High Income Fund ....... .50% .53%
Income Securities Fund . .47% .50%
International Smaller
Companies Fund ........ 1.00%*** 1.06%
International Equity Fund .80% .89%
Natural Resources Fund
(formerly Metals Fund) .62% .69%
Money Fund* ............ .51% .53%
Mutual Shares Fund ..... .75%*** .80%
Mutual Discovery Fund .. .95%*** 1.06%
Pacific Fund ........... .92% 1.03%
Real Estate Fund ....... .51% .54%
Rising Dividends Fund .. .72% .74%
Small Cap Fund ......... .75% .77%
Zero Coupon Fund - 2000** .60% .63%
Zero Coupon Fund - 2005** .62% .65%
Zero Coupon Fund - 2010** .62% .65%
+Since Class 2 shares are new, 1997 figures reflect expenses of Class 1 shares
only. Class 2 shares have a Rule 12b-1 plan, which increases expenses. See
"Purchase, Redemption and Exchange of Shares."
*Under an advance agreement by Advisers to limit its management fees, the Money
Fund paid management and portfolio administration fees of 0.43% and total
operating expenses of 0.45%. Advisers may end this arrangement at any time upon
notice to the Board of Trustees.
**Under an agreement by Advisers to limit its management fees, each Zero Coupon
Fund paid management and portfolio administration fees of 0.37% and total
operating expenses of 0.40%. In addition, until at least December 31, 1998,
Advisers has voluntarily agreed to keep the total expenses of each Zero Coupon
Fund to a maximum of 0.40%.
*** Includes a 0.15% Administration Fee which is a direct expense of the
Portflio. The Global Health Care Fund is obligated to pay Advisers a monthly fee
computed at the annual rate of 0.60% of the Portfolio's average daily net assets
up to and including $200 million, plus 0.50% of the value of average daily net
assets over $200 million up to and including $1.3 billion, plus 0.40% of the
value of average daily net assets over $1.3 billion. Under a management
agreement with Franklin New Jersey, the Value Fund is obligated to pay the
Manager a monthly fee equal to an annual rate of 0.60% of the value of the
Portfolio's average daily net assets up to and including $200 million, 0.50% of
the value of the Portfolio's average daily net assets over $200 million up to
and including $1.3 billion, and 0.40% of the value of the Portfolio's average
daily net assets over $1.3 billion. The Global Health Care and Value Funds'
management fees do not cover portfolio administration; these Portfolios pay
separate portfolio administration fees. See "Portfolio Administrator" below.
In general, the fees which the Portfolios 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 markets
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.
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 Portfolio's
average daily net assets. In all cases, Templeton Florida's fees are not a
separate expense of the respective Portfolios but are paid by the Managers from
the management fees they receive from their respective management agreements
with the Portfolios. 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 Portfolios and
brokerage commissions in connection with such purchases.
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 Portfolio shares, as well as shares of
other portfolios in the Franklin Templeton Group of Funds, when selecting a
broker or dealer. Please see "Brokerage Allocation" in the SAI for more
information.
YEAR 2000 PROBLEM. The Portfolios' business operations depend on a worldwide
network of computer systems that contain date fields, including securities
trading systems, securities transfer agent operations and stock market links.
Many of the systems currently use a two digit date field to represent the date,
and unless these systems are changed or modified, they may not be able to
distinguish the Year 1900 from the Year 2000 (commonly referred to as the Year
2000 problem). In addition, the fact that the Year 2000 is a non-standard leap
year may create difficulties for some systems.
When the Year 2000 arrives, the Portfolios' operations could be adversely
affected if the computer systems used by the Managers, their service providers
and other third parties they do business with are not Year 2000 ready. For
example, the Portfolios' portfolio holdings and operational areas could be
impacted, including securities trade processing, interest and dividend payments,
securities pricing, shareholder account services, reporting, custody functions
and others. The Portfolios could experience difficulties in effecting
transactions if any of their foreign subcustodians, or if foreign broker-dealers
or foreign markets are not ready for Year 2000.
The Managers and their affiliated service providers are making a concerted
effort to take steps they believe are reasonably designed to address their Year
2000 problems. Of course, the Portfolios' ability to reduce the effects of the
Year 2000 problem is also very much dependent upon the efforts of third parties
over which the Portfolios and their Managers may have no control.
PORTFOLIO ADMINISTRATOR
Franklin Templeton Services, Inc. ("FT Services"), 777 Mariners Island
Boulevard, San Mateo, California 94404, provides certain administrative
facilities and services for the Portfolios, 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, Global Health Care,
International Smaller Companies, Mutual Discovery, Mutual Shares and Value
Funds, and through subcontracts by the Managers of all the other Portfolios.
Where FT Services is employed directly by a Portfolio, it receives a monthly fee
equivalent on an annual basis to 0.15% of the average daily net assets of the
Portfolio, 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 Portfolio but are paid by the Manager from the management fees received from
the Portfolio.
OPERATING EXPENSES. Each Portfolio pays its own operating expenses. These
expenses include, but may not be limited to: the Managers' management fees;
Portfolio 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 Portfolio's net assets; printing and other expenses
which are not expressly assumed by the Managers. Expenses incurred jointly by
more than one Portfolio will be apportioned on a pro rata basis.
FEE WAIVERS AND EXPENSE REDUCTIONS. Advisers and FT Services have agreed in
advance to waive or limit their management and portfolio administration fees and
to assume at their own expense certain expenses otherwise payable by the Global
Health Care Securities Fund and the Value Securities Fund so that through at
least December 31, 1998, the total expenses of each portfolio's Class 1 shares
do not exceed 1.00% of its average net assets.
DISTRIBUTOR
The Trust's principal underwriter is Franklin Templeton Distributors, Inc.
("Distributors"), 777 Mariners Island Boulevard, San Mateo, CA 94404.
DISTRIBUTION PLAN
Class 2 of each Portfolio has a distribution plan or "Rule 12b-1 Plan," under
which it may pay Distributors, the Insurance Companies or others for activities
primarily intended to sell Class 2 shares or Contracts funded by Class 2 shares.
Payments made under a Plan may be used for, among other things, the printing of
prospectuses and reports used for sales purposes, preparing and distributing
sales literature and related expenses, advertisements, education of contract
owners or dealers and their representatives, and other distribution related
expenses including a prorated portion of Distributors' or the Insurance
Companies' overhead expenses attributable to the distribution of these
Contracts. Payments made under a Plan may also be used to pay Insurance
Companies, dealers or others for, among other things, services fees as defined
under National Association of Securities Dealers, Inc. rules, furnishing
personal services or such other enhanced services as a Portfolio or a Contract
may require, or maintaining customer accounts and records. While the maximum
amount payable under each Portfolio's Class 2 Rule 12b-1 Plan is 0.35% per year
of Class 2's average daily net assets, the Board has set the current rate at
0.30% per year. Please see the SAI for additional information.
PORTFOLIO OPERATIONS
The following persons are primarily responsible for the day-to-day management of
each Portfolio, other than the Money Fund.
CAPITAL GROWTH FUND
Conrad B. Herrmann
Kevin Carrington
Vivian J. Palmieri
GLOBAL HEALTH CARE SECURITIES FUND
Kurt von Emster
Evan McCulloch
Rupert H. Johnson, Jr.
GLOBAL UTILITIES SECURITIES FUND
(FORMERLY UTILITY EQUITY FUND)
Sally Edwards-Haff
Ian Link
GROWTH AND INCOME FUND
Frank Felicelli
Kent Shepherd
HIGH INCOME FUND
Jeff Holbrook
Chris Molumphy
R. Martin Wiskemann
INCOME SECURITIES FUND
Charles B. Johnson
Matthew F. Avery
Frederick G. Fromm
MUTUAL DISCOVERY SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
David E. Marcus
MUTUAL SHARES SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
Lawrence N. Sondike
David E. Marcus
NATURAL RESOURCES SECURITIES FUND
(FORMERLY PRECIOUS METALS FUND)
Suzanne Willoughby Killea
Ed Perks
REAL ESTATE SECURITIES FUND
Matthew F. Avery
Douglas Barton
RISING DIVIDENDS FUND
Donald G. Taylor
William Lippman
Bruce C. Baughman
Gerard P. Sullivan
Margaret McGee
SMALL CAP FUND
Edward B. Jamieson
Michael McCarthy
Aidan O'Connell
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
Dale Winner
Thomas J. Dickson
Jeffrey A. Everett
Sean Farrington
TEMPLETON GLOBAL GROWTH FUND
Sean Farrington
Jeffrey A. Everett
Mark G. Holowesko
TEMPLETON GLOBAL INCOME SECURITIES FUND
Thomas J. Dickson
Neil S. Devlin
TEMPLETON INTERNATIONAL EQUITY FUND
Howard J. Leonard
Mark Beveridge
William Howard
TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
Simon Rudolph
Peter Nori
Juan J. Benito
TEMPLETON PACIFIC GROWTH FUND
William T. Howard
Mark Beveridge
Gary Clemons
U.S. GOVERNMENT SECURITIES FUND
Jack Lemein
David Capurro
Roger Bayston
Tony Coffey
VALUE SECURITIES FUND
William Lippman
Gerard P. Sullivan
Bruce C. Baughman
Margaret McGee
Zero Coupon Funds
David Capurro
Jack Lemein
Tony Coffey
BIOGRAPHICAL INFORMATION
Matthew F. Avery
Senior Vice President
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 from inception.
Douglas Barton
Vice President
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 has been
with the Franklin Templeton Group since July 1988 and has managed the Real
Estate Fund from May 1998.
Bruce C. Baughman
Senior Vice President
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. Mr.
Baughman has been with the Franklin Templeton Group since 1988. He has managed
the Rising Dividends Fund and the Value Fund from 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. Mr.
Bayston has been with the Franklin Templeton Group since 1991. Mr. Bayston has
managed the Government Fund since 1993.
Juan J. Benito
Portfolio Manager
Templeton Investment Counsel, Inc.
Mr. Benito holds a Master of Business Administration degree from the Harvard
Business School. He earned his MS/BS in Engineering from the Polytechnical
University of Valencia, Spain. Before joining the Franklin Templeton Group in
1996, Mr. Benito was a management consultant and case team leader with Monitor
Company, a leading global strategy consulting firm in Cambridge, Massachusetts.
Mr. Benito has managed the International Smaller Companies Fund since 1997.
Mark R. Beveridge
Senior Vice President
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 has been with
the Franklin Templeton Group since 1985 and has managed the International Equity
and Pacific Funds since 1994, and the International Smaller Companies Fund from
inception.
David Capurro
Vice President
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 has been with the Franklin Templeton Group since 1983 and has managed
the Government Fund and the Zero Coupon Funds from 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. Before joining the Franklin Templeton Group in 1994, he
worked for many years in the finance and banking industry. He has managed the
Developing Markets Fund since 1996.
Gary Clemons
Senior Vice President
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 has been with the Franklin Templeton
Group since 1990 and has managed the Pacific Fund since 1994, and the
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 has been with the
Franklin Templeton Group since 1989. He has managed the Zero Coupon Funds since
1989, and the Government Fund since 1996.
Neil S. Devlin
Chief Investment Officer and
Executive Vice President
of Templeton Global Bond Managers, a division of
Templeton Investment Counsel Inc.
Mr. Devlin holds a Bachelor of Arts degree in Economics and Philosophy from
Brandeis University and is a Chartered Financial Analyst. Before 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 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 Global Income Fund since 1994, and the Asset
Allocation Fund from inception.
Jeffrey A. Everett
Executive Vice President
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 has been with the
Franklin Templeton Group since 1990 and has managed the Global Growth Fund and
the Asset Allocation Fund from inception.
Sally Edwards-Haff
Senior Vice President
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 has been with the Franklin Templeton Group since 1986 and has
managed the Global Utility Fund (formerly the "Utility Fund") since 1990.
Sean Farrington
Vice President
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 has been with the Templeton organization since 1991. He has managed the
Global Growth Fund since 1995, and the Asset Allocation Fund from inception.
Frank Felicelli, CFA
Senior Vice President
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 1995.
Robert L. Friedman
Chief Investment Officer and 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. Before November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery Fund and Mutual Shares Fund from inception.
Frederick G. Fromm
Vice President
Franklin Advisers, Inc.
Mr. Fromm holds a Bachelor of Arts degree in Business Economics from the
University of California, Santa Barbara. He has been with the Franklin Templeton
Group since 1992 and has managed the Income Securities Fund since January 1998.
Conrad B. Herrmann, CFA
Vice President
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, a
Chartered Financial Analyst, has been with the Franklin Templeton Group since
1989. He has managed the Capital Growth Fund from inception.
Jeff Holbrook
Portfolio Manager
Franklin Advisers, Inc.
Mr. Holbrook is a Chartered Financial Analyst and holds a Master of Business
Administration degree in Finance from University of Chicago and a Bachelor of
Science degree from Brigham Young University. Mr. Holbrook has been with the
Franklin Templeton Group since July 1992. Mr. Holbrook is a member of several
securities industry-related associations. He has managed the High Income Fund
since 1997.
Mark G. Holowesko
Director of Global Equity Research
Templeton Worldwide, Inc. and
President
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 has been with
the Franklin Templeton Group since 1985 and has managed the Global Growth Fund
from inception.
William T. Howard, Jr.
Senior Vice President
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. Before joining the Templeton Group in 1993, 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
Executive Vice President
Franklin Advisers, Inc.
Mr. Jamieson holds a Masters degree in Accounting and Finance from the
University of Chicago Graduate School of Business and a Bachelor of Arts degree
from Bucknell University. He has been with the Franklin Templeton Group since
1987 and has managed the Small Cap Fund from inception.
Charles B. Johnson
Chairman of the Board and Director
Franklin Advisers, Inc., Franklin Advisory Services
and Franklin Investment Advisory Services, 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 from inception.
Rupert H. Johnson, Jr.
President
Franklin Advisers, Inc.
Senior Vice President
Franklin Advisory Services and Franklin Investment Advisory Services, Inc.
Mr. Johnson is a graduate of Washington and Lee University. He has been with the
Franklin Templeton Group since 1965 and prior thereto was an officer with the
U.S. Marine Corps. Mr. Johnson has managed the Global Health Care Securities
Fund from inception.
Suzanne Willoughby Killea
Vice President
Franklin Advisers, Inc.
Ms. Killea holds a Master of Business Administration degree from Stanford
University, and a Bachelor of Arts degree from Princeton University. Ms. Killea
has been with the Franklin Templeton Group since 1991. Ms. Killea has managed
the Natural Resources Fund since 1994.
H. Allan Lam
Vice President
Templeton Investment Management
(Hong Kong) Limited.
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 has been with the Franklin Templeton Group since 1987 and
has managed the Developing Markets Fund from inception.
Peter A. Langerman
Senior Vice President and Chief Operating Officer
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. Before November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery Fund and the Mutual Shares Fund from inception.
Jack Lemein
Executive Vice President
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 has been with the Franklin Templeton Group since 1984 and has managed the
Government Fund and the Zero Coupon Funds from inception.
Howard J. Leonard
Executive Vice President
Templeton Investment Counsel, Inc.
Mr. Leonard is a Chartered Financial Analyst and holds a bachelor of business
administration degree in Finance and Economics from Temple University. Before
joining the Franklin Templeton organization in 1989, Mr. Leonard was director of
investment research at First Pennsylvania Bank. Mr. Leonard has managed the
International Equity Fund since 1997.
Dennis Lim
Vice President
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 Developing Markets Fund since 1996.
Ian Link
Vice President
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 has been with
the Franklin Templeton Group since 1989, and has managed the Global Utility Fund
(formerly the Utility Fund) since March 1995.
William Lippman
President
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
and the Value Fund from inception.
David E. Marcus
Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Marcus holds a Bachelor of Science in Business Administration/Finance from
Northeastern University. Before November 1996, he was a research analyst for
Heine Securities Corporation, the predecessor of Franklin Mutual. He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery Fund and the Mutual Shares Fund since March 1998.
Michael McCarthy
Vice President
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 and has managed the Small Cap Fund from inception.
Evan McCulloch
Vice President
Franklin Advisers, Inc.
Mr. McCulloch holds a Bachelor of Science degree in Economics from the
University of California at Berkeley. He has been with the Franklin Templeton
Group since 1992. Mr. McCulloch has managed the Global Health Care Fund from
inception.
Margaret McGee
Vice President
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. She has managed the Rising Dividends Fund and the Value Fund from
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
Senior Vice President
Franklin Advisers, Inc.
Mr. Molumphy is a Chartered Financial Analyst and holds a Master 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 has been with the
Franklin Templeton Group since 1988 and has managed the High Income Fund from
inception.
Peter A. Nori
Vice President
Templeton Investment Counsel, Inc.
Mr. Nori is a Chartered Financial Analyst and holds both a Master of Business
Administration degree and a Bachelor of Science degree in Finance from the
University of San Francisco. After completing the Franklin management training
program, Mr. Nori joined Franklin portfolio research in 1990 as an equity
analyst. In 1994, Mr. Nori joined the Templeton organization. He has managed the
International Smaller Companies Fund since 1997.
Aidan O'Connell
Portfolio Manager
Franklin Advisers, Inc.
Mr. O'Connell holds a Master of Business Administration degree in Finance from
the University of Pennsylvania, a Master of Arts degree in International
Relations from Johns Hopkins University and a Bachelor of Arts degree from
Dartmouth College. Before joining the Franklin Templeton Group in May 1998, Mr.
O'Connell was at Hambrecht & Quist (1991-1997). Mr. O'Connell has managed the
Small Cap Fund since September 1998.
Tek-Khoan Ong
Portfolio Manager
Templeton Asset Management Ltd.
Mr. Ong holds a Masters of Business Administration degree from the Wharton
School, University of Pennsylvania, graduating with distinction and on the
director's list. He earned a Masters of Science degree in Computing Science and
a Bachelor of Science degree in Civil Engineering, with honors, both from
Imperial College, University of London, UK. Before 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 Developing Markets
Fund since 1996.
Vivian J. Palmieri
Vice President
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 and has managed the
Capital Growth Fund from inception.
Edward D. Perks
Vice President
Franklin Advisers, Inc.
Mr. Perks holds a Bachelor of Arts in Economics and Political Science from Yale
University. Mr. Perks has been with the Franklin Templeton Group since October
1992 and has managed the Natural Resources Fund since 1997.
Simon Rudolph
Vice President
Templeton Investment Counsel, Inc.
Mr. Rudolph is a Chartered Accountant and holds a Bachelor of Arts degree in
Economic History from Durham University in England. Mr. Rudolph has been a
securities analyst since 1986. Before joining the Franklin Templeton
organization in 1997, he was an executive director with Morgan Stanley. Mr.
Rudolph has managed the International Smaller Companies Fund since 1997.
Kent P. Shepherd
Vice President
Franklin Advisers, Inc.
Mr. Shepherd holds undergraduate degrees in Economics and Political Science from
Northwestern University and an MBA in International Finance from UCLA. In
addition, Mr. Shepherd is a Chartered Financial Analyst and a Chartered
Investment Counselor. Mr. Shepherd has been with the Franklin Templeton Group
since 1991. and has managed the Growth and Income Fund since August 1998.
Lawrence N. 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.
Before November 1996, he was a research analyst for Heine Securities
Corporation, the predecessor of Franklin Mutual. He has been with the Franklin
Templeton Group since November 1996, and has managed the Mutual Shares Fund from
inception.
Gerard P. Sullivan
Senior Vice President
Franklin Advisory Services, Inc.
Mr. Sullivan holds a Master of Business Administration in Finance and Accounting
from the Columbia Graduate School of Business and a Bachelor of Arts degree in
Political Science from Columbia University. Before joining the Franklin
Templeton Group, he was a Portfolio Manager for SunAmerica Asset Management from
February 1995 to February 1998 and prior to that he was a Portfolio Manager for
Texas Commerce Investment Management & Co. from July 1993 to February 1995. Mr.
Sullivan has managed the Rising Dividends Fund since March 1998 and the Value
Securities Fund from inception.
Donald G. Taylor
Senior Vice President
Franklin Advisory Services, Inc.
Mr. Taylor holds a Bachelor of Science degree in Economics from the University
of Pennsylvania - the Wharton School. Mr. Taylor has been with the Franklin
Templeton Group since June 1996. Before 1996 Mr. Taylor was a portfolio manager
for Fidelity Management & Research Co. Mr. Taylor has managed the Rising
Dividends Fund since 1996.
Kurt von Emster
Vice President
Franklin Advisers, Inc.
Mr. von Emster is a Chartered Financial Analyst and holds a Bachelor of Arts
degree in Business and Economics from the University of California at Santa
Barbara. He has been with the Franklin Templeton Group since 1989. Mr. von
Emster has managed the Global Health Care Fund from inception.
Dale A. Winner
Portfolio Manager
Templeton Global Advisors Limited
Mr. Winner received his LLB from Reading University, England and has
successfully completed a Level III Chartered Financial Analyst examination.
Prior to joining the Franklin Templeton Group in 1995, Mr. Winner was a Trust
Officer at J.P. Morgan, Bahamas for two years and before that he was a credit
analyst at Mitsui Trust, London for 5 years. He has managed the Asset Allocation
Fund since 1997.
R. Martin Wiskemann
Executive Vice President
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 has been with the Franklin Templeton Group since 1972 and has
managed the High Income Fund from inception.
Tom Wu
Director
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. Before 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.
PURCHASE, REDEMPTION, AND EXCHANGE OF SHARES
PURCHASES OF SHARES
As noted in the Introduction, shares of each Portfolio 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 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 Portfolio 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
Portfolio. This might force the Portfolio to sell portfolio securities at
disadvantageous prices.
The applicable Insurance Company Variable Account purchases shares of each
Portfolio using purchase payments allocated to one or more of the Contract
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 Portfolio next determined after the Portfolio receives the purchase
payment in good order and are credited to each Contract Sub-Account in the form
of full and fractional shares (rounded to the nearest 1/1000 of a share).
The Portfolios do not issue share certificates. Initial and subsequent payments
allocated to a specific Portfolio 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 Portfolio to make
benefit or surrender payments under the terms of its Contracts. Redemptions are
processed on any day on which the Portfolios are open for business (each day the
New York Stock Exchange is open) and are effected at the Portfolio's net asset
value next determined after the Portfolio 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 Portfolios 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 investments of
that Portfolio.
If a substantial portion of any Portfolio's shares should be redeemed within a
short period, the Portfolio might have to liquidate portfolio securities it
might otherwise hold and also incur the additional costs related to such
transactions.
EXCHANGES OF SHARES
Currently, Class 2 Shares of any one Portfolio may be exchanged for Class 2
shares of any other Portfolios in the Trust, all of which are described in this
prospectus, subject to the terms of the applicable Contract prospectus.
Exchanges are treated as a redemption of shares of one Portfolio and a purchase
of shares of one or more of the other Portfolios and are effected at the
respective net asset value per share of the class of each Portfolio on the date
of the exchange. Please refer to the Insurance Companies' Contract prospectuses
for more information concerning exchanges.
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 Portfolio 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 Portfolio 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 Portfolio normally intends to pay annual dividends on its Class 1 and Class
2 shares representing substantially all of its net investment income
attributable to its Class 1 and Class 2 shares and to distribute annually any
net realized capital gains attributable to its Class 1 and Class 2 shares.
Dividends and capital gains are calculated and distributed the same way for each
Portfolio and each class of shares, except for the Money Fund. The Money Fund
declares a dividend each day the Portfolio'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 Portfolio's net income.
The amount of any income dividends per share will differ for each class,
however, generally due to the difference in the applicable Rule 12b-1 fees.
Class 1 shares are not subject to Rule 12b-1 fees.
Any distributions made by a Portfolio will be automatically reinvested in
additional shares of the same class of the Portfolio, unless an election is made
on behalf of a shareholder to receive distributions in cash. Dividends or
distributions by the Portfolios 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 class of a Portfolio is determined as of
the close of the New York Stock Exchange normally 4:00 p.m., Eastern time. The
net asset value of all outstanding shares of each class of a Portfolio is
calculated on a pro rata basis. It is based on each class' proportionate
participation in a Portfolio, determined by the value of the shares of each
class. Class 2 shares will bear the rule 12b-1 fees payable under its Rule 12b-1
plan. To calculate the net asset value per share of each class, the assets of
each class are valued and totaled, liabilities of the class are subtracted, and
the balance, called net assets, is divided by the number of shares of the class
outstanding.
The assets in each Portfolio are valued as described under "Additional
Information Regarding Valuation and Redemption of Shares of a Portfolio" in the
SAI.
TAX CONSIDERATIONS
Each Portfolio of the Trust is treated as a separate entity for federal income
tax purposes. Each Portfolio 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 Portfolio
will not be subject to federal income taxes.
In order to ensure that individuals holding the Policies whose assets are
invested in a Portfolio will not be subject to federal income tax on
distributions made by the Portfolio prior to the receipt of payments under the
Policies, each Portfolio intends to comply with the additional requirements of
Section 817(h) of the Code relating to diversification of its assets.
The Portfolios 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 Portfolio to an income tax and
interest charge with respect to such investments. To the extent possible, the
Portfolio 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 Portfolios 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 Portfolios' 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 Portfolio'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 the performance of
either class of a Portfolio 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
Portfolio (except the Money Fund) shows the an annualization of income per share
earned by that Portfolio over a recent 30 day period, and is shown as a
percentage of the investment. The current distribution rate for a Portfolio
(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 Portfolio. 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.
The investment results for each class of each Portfolio 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 a description of the methods used to calculate
performance for the Portfolios, see "Performance Information" in the SAI.
For additional information, see the SAI "How the Trust Measures Performance" and
the appropriate insurance company separate account prospectus and SAI.
GENERAL INFORMATION
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 Portfolio's shares, and serves as each
Portfolio's dividend-paying agent.
TRUST ORGANIZATION, VOTING PRIVILEGES AND OTHER RIGHTS
The Trust, an open-end management investment company, commonly called a mutual
fund, was organized as a Massachusetts business trust and is registered with the
SEC. The Trust currently offers two classes of shares of each Portfolio: Class 1
and Class 2. All shares purchased before the initial offering of Class 2 shares
of a Portfolio on December 28, 1998 are considered Class 1 shares. After that
date. all shares will be designated either Class 1 or Class 2.Class 2 shares
have a Rule 12b-1 distribution plan and are subject to fees of 0.30% per year of
Class 2's average daily net assets which will affect the performance of Class 2
shares. Class 1 shares do not bear any Rule 12b-1 fees. Additional series and
classes of shares may be offered in the future.
Shares of each class represent proportionate interests in the assets of a
Portfolio and have the same voting and other rights and preferences as shares of
any other class of the Portfolio for matters that affect the Portfolio as a
whole. For matters that only affect one class, however, only shareholders of
that class may vote. Each class will vote separately on matters affecting only
that class, or expressly required to be voted on separately by state or federal
law. Shares of each class of a Portfolio have the same voting and other rights
and preferences as shares of the other classes and Portfolios of the Trust for
matters that affect the Trust as a whole.
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 Portfolio for the purpose
of voting upon the election or of the removal of a trustee. In certain
circumstances, the Trust is required to help a shareholder communicate with
other shareholders in about the removal of a Trustee. For information regarding
voting privileges of Contract Owners, see the accompanying insurance company
separate account prospectus, under "Voting Privileges."
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.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
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 OFADDITIONAL INFORMATION
DECEMBER 28, 1998
777 MARINERS ISLAND BLVD., P.O. BOX 7777
SAN MATEO, CA 94403-7777 1-800/342-3863
CONTENTS PAGE
INTRODUCTION
PORTFOLIO INVESTMENT
OBJECTIVES AND POLICIES
HIGHLIGHTED RISK CONSIDERATIONS
Foreign Securities
Currency Management Techniques
Zero Coupon Funds - Special Considerations
INVESTMENT METHODS AND RISKS
COMMON TO MORE THAN ONE PORTFOLIO
Convertible Securities
Illiquid Securities
Interest Rate Swaps
Inverse Floaters
Mortgage and Asset-Backed Securities
Municipal Securities
Options and Futures
Portfolio Turnover
Real Estate Fund
Repurchase Agreements
Reverse Repurchase Agreements
Short Sales
When-Issued Securities
FUNDAMENTAL INVESTMENT
RESTRICTIONS
NON-FUNDAMENTAL INVESTMENT
RESTRICTIONS
OFFICERS AND TRUSTEES
INVESTMENT MANAGEMENT AND
OTHER SERVICES
Fund Administrator
Transfer Agent
Custodians
Independent Auditors
Research Services
POLICIES REGARDING BROKERS
USED ON SECURITIES
TRANSACTIONS
THE TRUST'S UNDERWRITER
Class 2 Distribution Plans
ADDITIONAL INFORMATION
REGARDING VALUATION AND
REDEMPTION OF SHARES OF
THE PORTFOLIOS
Calculation of Net Asset Value
Portfolios Other than
Money Fund
Money Market Fund
ADDITIONAL INFORMATION
Additional Information
Regarding Taxation
How the Trust Measures
Performance
Miscellaneous Information
Portfolio Similarity
FINANCIAL STATEMENTS
A prospectus for the Class 1 shares of the Portfolios of Franklin Valuemark
Funds (the "Trust"), dated May 1, 1998, or for the Class 2 shares of the
Portfolios of the Trust, dated December 28, 1998, each of which may be amended
or supplemented from time to time, contains the basic information you should
know before investing in any Portfolio. For a free copy call 1-800/342-3863.
THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS. IT
CONTAINS INFORMATION IN ADDITION TO, AND IN MORE DETAIL THAN SET FORTH IN, THE
PROSPECTUS FOR EACH CLASS OF THE PORTFOLIOS. THIS SAI IS INTENDED TO PROVIDE YOU
WITH ADDITIONAL INFORMATION REGARDING THE ACTIVITIES AND OPERATIONS OF THE TRUST
AND THE PORTFOLIOS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
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MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
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ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
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ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK;
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ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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INTRODUCTION
The Trust is an open-end management investment company, or mutual fund,
organized as a Massachusetts business trust on April 26, 1988, and is registered
with the Securities and Exchange Commission ("SEC"). 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
"Contract Sub-Accounts"), each of which will invest in one of the Portfolios, 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 two classes of shares of
beneficial interest for each of its twenty-five (25) series, Class 1 and Class 2
of: Money Market Fund, Growth and Income Fund, Natural Resources Securities
Fund, Real Estate Securities Fund, Global Utilities Securities Fund, High Income
Fund, Templeton Global Income Securities Fund, Income Securities Fund, U.S.
Government Securities Fund, Zero Coupon Fund - 2000, Zero Coupon Fund - 2005,
Zero Coupon Fund - 2010, Rising Dividends Fund, Templeton Pacific Growth Fund,
Templeton International Equity Fund, Templeton Developing Markets Equity Fund,
Templeton Global Growth Fund, Templeton Global Asset Allocation Fund, Small Cap
Fund, Capital Growth Fund, Templeton International Smaller Companies Fund,
Mutual Discovery Securities Fund, Mutual Shares Securities Fund, Global Health
Care Securities Fund and Value Securities Fund. Each Portfolio maintains a
totally separate and distinct investment portfolio. Some of the Portfolios or
classes 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
Portfolios and any applicable limitations with respect to a separate account's
investments in the Portfolios.
PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio has one or more investment objectives 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 Portfolios will achieve their
investment objective or objectives. Investors should not consider any one
Portfolio alone to be a complete investment program and should evaluate each
Portfolio in relation to their personal financial situation, goals, and
tolerance for risk. All of the Portfolios 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 Portfolio 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 Portfolios.
SUMMARY OF PORTFOLIO OBJECTIVES
PORTFOLIO SEEKING STABILITY OF PRINCIPAL AND INCOME
MONEY MARKET FUND ("Money Fund")1 seeks high current income, consistent with
capital preservation and liquidity. The Portfolio will pursue its objective by
investing exclusively in high quality money market instruments. AN INVESTMENT IN
THE MONEY FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THE
PORTFOLIO ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE,
ALTHOUGH NO ASSURANCES CAN BE GIVEN THAT THE PORTFOLIO WILL BE ABLE TO DO SO.
PORTFOLIOS 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 lower
rated obligations (commonly referred to as "junk bonds") which involve increased
risks related to the creditworthiness of their issuers.
TEMPLETON GLOBAL INCOME SECURITIES ("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 lower rated debt obligations
(commonly referred to as "junk bonds"), and related currency transactions.
Investing in a non-diversified portfolio 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 Portfolio 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 Portfolios may not be appropriate for short-term
investors or those who intend to withdraw money before the maturity date.
PORTFOLIOS SEEKING GROWTH AND INCOME
GLOBAL UTILITIES SECURITIES FUND ("GLOBAL UTILITY FUND")1 seeks both capital
appreciation and current income by investing primarily in securities of issuers
engaged in the public utilities industry. The Portfolio may invest in securities
of issuers of any nation, including nations with developing markets. Investing
in a portfolio which concentrates in a specialized market sector involves
increased risks. Foreign investing also involves special risks. Prior to May 1,
1998, the Portfolio was named the Utility Equity Fund and invested primarily in
securities of domestic issuers in the public utility industry.
GROWTH AND INCOME FUND1 seeks capital appreciation, with current income return
as a secondary objective, by investing primarily in U.S. common stocks. The
Portfolio 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
lower rated obligations (commonly referred to as "junk bonds") which involve
increased risks related to the creditworthiness of their issuers. The Portfolio
may invest in foreign securities.
MUTUAL SHARES SECURITIES FUND ("MUTUAL SHARES FUND")1,2 seeks capital
appreciation, with income as a secondary objective. The Portfolio invests
primarily in domestic equity securities trading at prices below their intrinsic
values. The Portfolio 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.
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. Investing in a portfolio which concentrates in a specialized market
sector involves increased 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 Portfolio 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 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.
VALUE SECURITIES FUND ("Value Fund")1 seeks long-term total return. The
Portfolio invests primarily in equity securities, including common stocks and
securities convertible into common stocks.
PORTFOLIOS SEEKING CAPITAL GROWTH
CAPITAL GROWTH FUND ("Growth Fund")1 seeks capital appreciation, with current
income as a secondary consideration. The Portfolio invests primarily in equity
securities, including common stocks and securities convertible into common
stocks.
GLOBAL HEALTH CARE SECURITIES FUND ("Global Health Care Fund")1 seeks capital
appreciation, by concentrating its investments in equity securities issued by
health care companies located throughout the world. Investing in a
non-diversified portfolio concentrating in a specialized market sector involves
increased risks. Foreign investing also involves special risks.
MUTUAL DISCOVERY SECURITIES FUND ("Mutual Discovery Fund")1,2 seeks capital
appreciation. The Portfolio invests primarily in domestic and foreign equity
securities, including securities of small capitalization companies, trading at
prices below their intrinsic values. The Portfolio 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 Portfolio
seeks to achieve its objective by concentrating its investments in securities
issued by companies in or related to the natural resources sector. Investing in
a portfolio which concentrates in a specialized market sector involves increased
risks. Foreign investing also 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 Portfolio seeks to
accomplish its objective by investing primarily in equity securities of small
capitalization growth companies. The Portfolio may also invest in foreign
securities, including those of developing markets issuers. Because of the
Portfolio's investments in small capitalization companies, an investment in the
Portfolio may involve greater risks and higher volatility and should not be
considered a complete investment program.
TEMPLETON DEVELOPING MARKETS EQUITY FUND ("DEVELOPING MARKETS FUND")1 seeks
long-term capital appreciation. The Portfolio seeks to achieve this objective by
investing primarily in equities of issuers in countries having developing
markets. The Portfolio is subject to the heightened foreign securities
investment risks that accompany foreign developing markets and an investment in
the Portfolio may be considered speculative.
TEMPLETON GLOBAL GROWTH FUND ("GLOBAL GROWTH FUND")1 seeks long-term capital
growth. The Portfolio 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio 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
HEALTH CARE, GLOBAL INCOME, GLOBAL UTILITY, GROWTH AND INCOME, INCOME
SECURITIES, INTERNATIONAL EQUITY, INTERNATIONAL SMALLER COMPANIES, MONEY MARKET,
MUTUAL DISCOVERY, MUTUAL SHARES, PACIFIC, NATURAL RESOURCES, SMALL CAP AND VALUE
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 PORTFOLIOS 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 Portfolio sections in the Trust
prospectus and as supplemented below, an investment in certain of the Portfolios
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 markets" 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 Portfolio, as
stated in the individual Portfolio 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
AND REFER TO TOTAL ASSETS, UNLESS OTHERWISE SPECIFIED. EACH OF THE PORTFOLIOS
WILL NOT NECESSARILY USE THE STRATEGIES DESCRIBED TO THE FULL EXTENT PERMITTED
UNLESS THE MANAGERS BELIEVE THAT DOING SO WILL HELP A PORTFOLIO 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 Portfolio 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 Portfolios authorized to invest in foreign securities intend to
acquire the securities of foreign issuers generally where there are public
trading markets, investments by a Portfolio in the securities of foreign issuers
may tend to increase the risks with respect to the liquidity of that Portfolio's
investments and that Portfolio's ability to meet large redemption requests
should there be economic or political turmoil in a country in which the
Portfolio 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 Portfolio and could affect adversely that Portfolio's
operations. A Portfolio'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 Portfolio.
Securities which are acquired by a Portfolio 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 Portfolio to be illiquid assets so
long as the Portfolio acquires and holds the securities with the intention of
reselling the securities in the foreign trading market, the Portfolio 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 Portfolio. Investments in foreign securities may also subject a
Portfolio 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 Portfolio, therefore,
may encounter difficulty in obtaining market quotations for purposes of valuing
its investments 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 Portfolios permitted to
invest in foreign securities generally intend to acquire the securities of
foreign issuers where there are public trading markets, investments by each
Portfolio in the securities of foreign issuers may tend to increase the risks
with respect to the liquidity of a Portfolio's investments and a Portfolio's
ability to meet a large number of shareholder redemption requests should there
be economic or political turmoil in a country in which a Portfolio 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 Portfolio 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 Portfolio 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 Portfolio's investment securities
are denominated may have a detrimental impact on the Portfolio. 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
Portfolio'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.
EURO RISK. On January 1, 1999, the European Monetary Union (EMU) plans to
introduce a new single currency, the euro, which will replace the national
currency for participating member countries. The transition and the elimination
of currency risk among EMU countries may change the economic environment and
behavior of investors, particularly in European markets.
Resources has created an interdepartmental team to handle all euro-related
changes to enable the Franklin Templeton Funds to process transactions
accurately and completely with minimal disruption to business activities. While
the implementation of the euro could have a negative effect on the fund, the
fund's manager and its affiliated services providers are taking steps they
believe are reasonably designed to address the euro issue.
DEVELOPING MARKETS. Certain Portfolios 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
Portfolios 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio's investments in
securities of issuers of that country. Although the Managers place a Portfolio'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
Portfolio'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 Portfolio 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 Portfolio 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
Portfolio 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
Portfolio'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 Portfolio's cash and securities, the
Portfolio'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 Portfolios 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 Portfolio'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 Portfolio 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 Portfolio to lose its
registration through fraud, negligence or even mere oversight. While a Portfolio
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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio if
a potential purchaser is deemed unsuitable, which may expose the Portfolio 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 Portfolio must
pay upon cancellation if such Portfolio determines that canceling the contract
is more favorable to the Portfolio than completing the contract.
To complete or close a forward contract, a Portfolio 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 Portfolio may enter into forward contracts in several circumstances. For
example, when a Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when the Portfolio anticipates
the receipt in a foreign currency of dividends or interest payments on such a
security which it holds, the Portfolio 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 Portfolio's securities denominated in such foreign currency.
A Portfolio 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
Portfolio 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 Portfolio 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 Portfolio may enter into forward contracts to reduce currency exchange
rate risks, changes in currency prices may result in a poorer overall
performance for the Portfolio than if it had not engaged in any such
transaction. Moreover, there may be an imperfect correlation between the
Portfolio's holding of securities denominated in a particular currency and
forward contracts entered into by the Portfolio. Such imperfect correlation may
prevent a Portfolio from achieving the intended hedge or expose the Portfolio 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 Portfolio may enter into forward
contracts. Such transactions may also affect the character and timing of income,
gain or loss recognized by the Portfolio for U.S. federal income tax purposes.
Certain Portfolios 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 Portfolio 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 Portfolio.
The Portfolio's custodian will segregate cash or liquid securities, as permitted
by applicable regulations, in an amount equal to the value of the Portfolio's
total assets committed to the consummation of forward contracts requiring the
Portfolio 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 Portfolio'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 Portfolio's ability to utilize forward contracts may
be restricted.
A Portfolio generally will not enter into a forward contract with a term greater
than one year.
Although a Portfolio may enter into forward contracts to reduce currency
exchange rate risks, transactions in such contracts involve certain other risks.
Thus, while a Portfolio may benefit from such transactions, unanticipated
changes in currency prices may result in a poorer overall performance for the
Portfolio than if it had not engaged in any such transactions. Moreover, there
may be imperfect correlation between a Portfolio's holdings of securities
denominated in a particular currency and forward contracts entered into by the
Portfolio. Such imperfect correlation may cause a Portfolio to sustain losses
which will prevent the Portfolio from achieving a complete hedge or expose the
Portfolio to risk of foreign exchange loss. The Portfolios 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 Portfolio 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 Portfolio 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
Portfolios, 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
Portfolio 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 portfolio 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 Portfolios is expected to be less than would be the case if
these Portfolios were entirely invested in interest (cash)-paying securities.
Furthermore, the Portfolio's Manager will attempt to manage reinvestment risk by
maintaining each Portfolio's average duration within twelve months of a
Portfolio'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 Portfolio (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 Portfolio's securities
will affect investment return should investors redeem prior to maturity, as can
the skill of the Manager in managing the Portfolio.
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 Portfolio 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 Portfolio 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 Portfolios of the Trust or
automatically reinvested as stated in the prospectus. The estimated expenses of
terminating and liquidating a Portfolio 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
Portfolio and, therefore, should have no significant additional effect on the
maturity value of the Portfolio.
INVESTMENT METHODS AND RISKS
COMMON TO MORE THAN ONE PORTFOLIO
Certain types of investments and investment techniques authorized for more than
one Portfolio, as stated in the descriptions of the individual Portfolios in the
prospectus, are described below and in the prospectus. ALL POLICIES AND
PERCENTAGE LIMITATIONS ARE CONSIDERED AT THE TIME OF PURCHASE, AND REFER TO
TOTAL ASSETS, UNLESS OTHERWISE NOTED. Each of the Portfolios will not
necessarily use the strategies described to the full extent permitted unless the
Managers believe that doing so will help a Portfolio 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 Portfolios 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 Portfolio, 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 Portfolios 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
Portfolio 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 Portfolio. A Portfolio 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 Portfolio's ability to dispose of particular
securities, when necessary, to meet the Portfolio'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 Portfolio to obtain
market quotations based on actual trades for purposes of valuing the Portfolio's
investments. Each Portfolio, however, intends to acquire liquid securities,
though there can be no assurances that this will be achieved.
Synthetic Convertibles. Certain Portfolios 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 Portfolio'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 Portfolio 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 Portfolio'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 Portfolios reserve the right to invest up to 10% of their net assets in
illiquid securities, except that the Global Health Care, International Smaller
Companies, Mutual Discovery, Mutual Shares and Value 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 Portfolio has valued the
instrument. Subject to this limitation, the Board has authorized each Portfolio
to invest in restricted securities where such investment is consistent with the
Portfolio's investment objective and has authorized such securities to be
considered to be liquid to the extent the Portfolio'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
will review any determination by the Portfolios' 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 Portfolios' Managers and the Board of Trustees (the "Board") 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 Portfolio invests in restricted securities that are deemed liquid,
the general level of illiquidity in the applicable Portfolio 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 Portfolios 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 Portfolio in proportion to the
Portfolio'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 Portfolios 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 Portfolio
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
Portfolio generally will be able to reinvest such amounts in securities with a
higher current rate of return. A Portfolio 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 Portfolios 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
Portfolio 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 Portfolio. 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 Portfolio'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 Portfolio'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
multi-class 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 Portfolio 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 Portfolio's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Portfolio 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 Portfolios, 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
portfolio's board. The Board may, in the future, adopt procedures which would
permit a Portfolio 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 Portfolio'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 Portfolios, 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 Portfolio will be "covered." Call
options written by a Portfolio give the holder the right to buy the underlying
securities from the Portfolio at a stated exercise price. Put options written by
a Portfolio give the holder the right to sell the underlying security to the
Portfolio at a stated exercise price.
A call option written by a Portfolio is "covered" if that Portfolio 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 Portfolio 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 Portfolio in cash and high grade debt obligations in a
segregated account with its custodian.
A put option written by a Portfolio is "covered" if the Portfolio 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 Portfolio'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 Portfolio may attempt to
close the position or take delivery of the security at the exercise price, and
the Portfolio'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 Portfolio, with
the result that the Portfolio would have to exercise the options in order to
realize any profit. The premium which a Portfolio 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 Portfolio 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 Portfolio to protect the unrealized gain in an appreciated security in
its portfolio without actually selling the security. In addition, a Portfolio
will continue to receive interest or dividend income on the security. A
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio. 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 Portfolio 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, 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
Portfolio, 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 Portfolio 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio must deposit
cash or securities in a segregated account ("initial deposit") with the
Portfolio'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 Portfolio 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 Portfolios will incur brokerage fees when
they purchase or sell futures contracts.
The purpose of the purchase or sale of a futures contract by the Portfolios is
to attempt to protect the Portfolios from fluctuations in interest or currency
exchange rates without actually buying or selling long-term, fixed-income
securities or currency. For example, if a Portfolio owns long-term bonds and
interest rates were expected to increase, such Portfolio 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
Portfolio. If interest rates did increase, the value of the debt securities
owned by a Portfolio would decline, but the value of the futures contracts to
such Portfolio would increase at approximately the same rate, thereby keeping
the net asset value of the Portfolio from declining as much as it otherwise
would have. A Portfolio 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 Portfolio to maintain a defensive position without having to
sell its portfolio securities. Similarly, if a Portfolio expects that a foreign
currency in which its securities are denominated will decline in value against
the U.S. dollar, the Portfolio 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 Portfolio'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
Portfolio 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 Portfolio could then
buy long-term bonds on the cash (securities) market. Similarly, if a Portfolio
intends to acquire a security or other asset denominated in a currency that is
expected to appreciate against the U.S. dollar, the Portfolio 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 Portfolio enters into futures contracts for this purpose, the
assets in the segregated asset account maintained to cover the Portfolio'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 Portfolio 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 Portfolio, if the
Manager's investment judgment about the general direction of interest or
currency exchange rates is incorrect, a Portfolio's overall performance would be
poorer than if it had not entered into any such contract. For example, if the
Portfolio 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 Portfolio 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 Portfolio sells
a foreign currency futures contract and the U.S. dollar value of the currency
unexpectedly increases, the Portfolio 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 Portfolio 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 Portfolio may have to sell securities at a time when it
may be disadvantageous to do so.
OPTIONS ON FUTURES CONTRACTS. Certain of the Portfolios 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 Portfolio 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 Portfolio writes a call option on a futures contract and the futures price
at expiration of the option is below the exercise price, the Portfolio 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 Portfolio's
holdings. If the futures price at expiration of the option is higher than the
exercise price, such Portfolio 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 Portfolio intends to purchase. If a put or call option a
Portfolio has written is exercised, the Portfolio 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 Portfolio'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 Portfolio 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
Portfolio will purchase a put option on a futures contract only to hedge the
Portfolio's investments against the risk of rising interest rates or the decline
in the value of securities denominated in a foreign currency.
A Portfolio'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 Portfolio will be able to utilize these instruments effectively for the
purposes set forth above. Furthermore, a Portfolio's ability to engage in
options and futures transactions may be limited by tax considerations.
A Portfolio 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 Portfolio 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 Portfolio'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 Portfolio's total assets. These transactions involve
brokerage costs, require margin deposits and, in the case of contracts and
options obligating a Portfolio to purchase securities or currencies, require the
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio may be exposed to risk of loss.
Perfect correlation between a Portfolio'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 Portfolio 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 Portfolio's investments and the Managers' expectations
concerning interest rates and the currency and securities markets. In addition,
for hedging purposes or to increase income to a Portfolio, the Portfolio 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 Portfolio may enter into contracts for the purchase or
sale for future delivery of U.S. Treasury or foreign securities. Each Portfolio
may similarly enter into futures contracts based upon financial indices. A
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio's
investments, 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 Portfolio with respect to such futures
contracts.
INTEREST RATE FUTURES CONTRACTS. Certain Portfolios 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 Portfolio 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
Portfolio 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 Portfolio. 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 Portfolios would increase at
approximately the same rate, thereby keeping the net asset value of the
Portfolio from declining as much as it otherwise would have. A Portfolio 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 Portfolio to
maintain a defensive position without having to sell its portfolio securities.
Similarly, when it is expected that interest rates may decline, a Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio's common stock investments 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
Portfolio'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 Portfolio's
investments. 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
Portfolio 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 Portfolios, if the Managers are not successful in employing
such instruments in managing each Portfolio's investments, each Portfolio's
performance will be worse than if they did not employ such strategies. In
addition, each Portfolio will pay commissions and other costs in connection with
such investments, which may increase each Portfolio's expenses and reduce its
return. In writing options on futures, each Portfolio'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
Portfolio 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 Portfolio'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 Portfolio
may purchase may change as a result of unexpected developments in national or
international securities markets, or in economic, monetary or political
relationships, a Portfolio'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 portfolios 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 portfolios 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 portfolios which hold affected stocks
and bonds, especially high-yield bonds. Global or international fixed income
securities portfolios 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 Portfolio, 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 Portfolio are disclosed in the prospectus
for the Portfolios, in the section entitled "Financial Highlights." Portfolio
turnover is a measure of how frequently a portfolio's 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 portfolio's purchases or sales of
portfolio securities during a given year, divided by the monthly average value
of the portfolio's securities during that year (excluding securities whose
maturity or expiration at the time of acquisition were less than one year). For
example, a portfolio 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 Portfolios noted in the
prospectus, the Portfolios 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 portfolio 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 Portfolio's investments in
real estate securities, as defined in the Trust prospectus, the Portfolio 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 Portfolio 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 Portfolio
does not invest in the "residual interests" of real estate mortgage investment
conduits ("REMICs").
REPURCHASE AGREEMENTS
Each Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, with the value marked-to-market daily to
maintain 100% coverage. A default by the seller might cause the Portfolio to
experience a loss or delay in the liquidation of the collateral securing the
repurchase agreement. The Portfolios might also incur disposition costs in
liquidating the collateral. The Portfolios may not enter into a repurchase
agreement with more than seven days duration if, as a result, the market value
of the Portfolios' 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 Portfolios' policy on investments in illiquid
securities. The Portfolios 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 Portfolio by a custodian approved
by the Board and will be held pursuant to a written agreement.
REVERSE REPURCHASE AGREEMENTS
Certain Portfolios may enter into reverse repurchase agreements with banks and
broker-dealers. Reverse repurchase agreements involve sales by a Portfolio of
assets concurrently with an agreement by the Portfolio to repurchase the same
assets at a later date at a fixed price. During the reverse repurchase agreement
period, the Portfolio continues to receive dividend or interest payments on
these securities.
When effecting reverse repurchase transactions, each Portfolio 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 Portfolio may decline below the price of the securities the
Portfolio 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 Portfolio'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 Portfolio's obligation to repurchase
the securities. Reverse repurchase agreements are considered borrowings by the
Portfolios 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 Portfolio."
These transactions may increase the volatility of a Portfolio's income or net
asset value. The Portfolio carries the risk that any securities purchased with
the proceeds of the transaction will depreciate or not generate enough income to
cover the Portfolio's obligations under the reverse repurchase transaction.
These transactions also increase the interest and operating expenses of a
Portfolio.
SHORT SALES
Certain Portfolios may make short sales of securities. A short sale is a
transaction in which the Portfolio sells a security it does not own in
anticipation that the market price of that security will decline. Each Portfolio
expects to make short sales (i) as a form of hedging to offset potential
declines in long positions in similar securities, (ii) in order to maintain
flexibility and (iii) for profit.
When a Portfolio 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 Portfolio 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 Portfolio'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
Portfolio 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 Portfolio replaces the borrowed security, the Portfolio
will incur a loss; conversely, if the price declines, the Portfolio will realize
a gain. Any gain will be decreased, and any loss increased, by the transaction
costs described above. Although the Portfolio'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 Portfolio's total assets or
the Portfolio's aggregate short sales of a particular class of securities
exceeds 25% of the outstanding securities of that class. These Portfolios 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 Portfolios 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 Portfolio are not vested prior to the settlement of a purchase
of securities, the Portfolio will earn no income; however, it is intended that
each Portfolio 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 Portfolio will purchase such
securities with the purpose of actually acquiring them, unless a sale appears
desirable for investment reasons. At the time the Portfolio 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 Portfolios will be adversely affected by their purchase of securities on a
when-issued basis. The Trust will establish for each Portfolio 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 Portfolio which may be invested in when-issued securities at any
given time.
FUNDAMENTAL INVESTMENT RESTRICTIONS
Each Portfolio 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 Portfolio's shares. In order to
change any of these restrictions, the lesser of (i) holders of 67% or more of a
Portfolio'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 Portfolio's outstanding voting
securities must vote to make the change.
Each of the Portfolios MAY NOT:
1. with respect to 75% of its total assets, except for the Global Income, Global
Health Care and Value Funds, 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 Portfolio 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,
Global Health Care, International Smaller Companies, Mutual Discovery, Mutual
Shares, Small Cap and Value Funds). The Asset Allocation, Developing Markets,
Global Health Care, International Smaller Companies, Mutual Discovery, Mutual
Shares, Small Cap and Value Funds may borrow money from banks in an amount not
exceeding 331/3% of the value of the Portfolio's total assets including the
amount borrowed. Each of these Portfolios may also pledge, mortgage or
hypothecate its assets to secure borrowings to an extent not greater than 15% of
the Portfolio'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 Portfolio 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 Portfolios 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 Global Health Care, International Smaller Companies, Mutual Discovery,
Mutual Shares or Value Funds);
6. invest in securities for the purpose of exercising management or control of
the issuer (not applicable to the Mutual Discovery, Mutual Shares or Value
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 Global Health Care
Fund, Global Utility Fund, Natural Resources 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, Global Health Care Fund, International Smaller
Companies Fund, Mutual Discovery Fund, Mutual Shares Fund, Small Cap Fund or the
Value 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 Portfolio owns securities
equivalent in kind and amount to those sold, (ii) Mutual Discovery, Mutual
Shares, Global Health Care and Value Funds may engage in short sales to the
extent described in the prospectus and SAI, and (iii) the Natural Resources
Fund, the Global Health Care 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, the Value 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 Portfolios
may purchase and sell Forward Contracts in amounts necessary to effect
transactions in foreign securities, (ii) the Global Health Care Fund, 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, the Value 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 Portfolios 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, the Global Health Care Fund, the
International Equity Fund, the International Smaller Companies Fund, the Mutual
Discovery Fund, the Mutual Shares Fund, the Pacific Fund, the Asset Allocation
Fund, the Value Fund or the Developing Markets Fund;
13. invest in assessable securities or securities involving unlimited liability
on the part of the Portfolio;
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, Global Health Care, Value,
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 Portfolio'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 Global Health Care,
International Smaller Companies, Mutual Discovery, Mutual Shares or Value 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 Portfolios 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
Portfolio, 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 Portfolios (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 Portfolio'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
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
Portfolio 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 Portfolio'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 Portfolio's acquisition of
such security or property.
OFFICERS AND TRUSTEES
The Board has the responsibility for the overall management of the Trust,
including general supervision and review of each Portfolio's investment
activities. The Board, in turn, elects the officers of the Trust who are
responsible for administering the Trust's day-to-day operations. The
affiliations of the officers and Board members and their principal occupations
for the past five years are shown below.
Positions and Offices
NAME, AGE AND ADDRESS WITH THE TRUST PRINCIPAL OCCUPATION DURING THE
PAST FIVE YEARS
Frank H. Abbott, III (77)
Trustee
1045 Sansome Street
San Francisco, CA 94111
President and Director, Abbott Corporation (an investment company); director or
trustee, as the case may be, of 27 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) and Vacu-Dry Co. (food processing).
Lowell C. Anderson (61)
Trustee
Allianz Life Insurance Company
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 North American Life &
Casualty Company); and Director, Preferred Life Insurance Company of New York.
Harris J. Ashton (66)
Trustee
191 Clapboard Ridge Road
Greenwich, CT 06830
Director, RBC Holdings, Inc. (a bank holding company) and Bar-S Foods (a meat
packing company); director or trustee, as the case may be, of 49 of the
investment companies in the Franklin Templeton Group of Funds; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers).
Robert F. Carlson (70)
Trustee
2120 Lambeth Way
Carmichael, CA 9560
Member and past President, Board of Administration, California Public Employees
Retirement Systems (CALPERS); director or trustee, as the case may be, of nine
of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, member and Chairman of the Board, Sutter Community Hospitals,
Sacramento, CA, member, Corporate Board, Blue Shield of California, and Chief
Counsel, California Department of Transportation.
S. Joseph Fortunato (66)
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 or trustee, as
the case may be, of 51 of the investment companies in the Franklin Templeton
Group of Funds.
*Charles B. Johnson (66)
Chairman of the Board and Trustee
777 Mariners Island Blvd.
San Mateo, CA 94404 and
President, Chief Executive Officer and Director, Franklin Resources, Inc.;
Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Advisory
Services, Inc., Franklin Investment Advisory Services, Inc. and Franklin
Templeton Distributors, Inc.; Director, Franklin/Templeton Investor Services,
Inc. and Franklin Templeton Services, Inc.; officer and/or director or trustee,
as the case may be, of most of the other subsidiaries of Franklin Resources,
Inc. and of 50 of the investment companies in the Franklin Templeton Group of
Funds.
*Charles E. Johnson (42)
President and Trustee
500 East Broward Blvd.
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.; Chairman and Director, Templeton Investment Counsel,
Inc.; Vice President, Franklin Advisers, Inc.; officer and/or director of some
of the other subsidiaries of Franklin Resources, Inc.; and officer and/or
director or trustee, as the case may be, of 34 of the investment companies in
the Franklin Templeton Group of Funds.
*Rupert H. Johnson, Jr. (58)
Vice President. and Trustee
777 Mariners Island Blvd
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 or trustee, as the case may
be, of most of the other subsidiaries of Franklin Resources, Inc. and of 53 of
the investment companies in the Franklin Templeton Group of Funds.
Frank W.T. LaHaye (69)
Trustee
20833 Stevens Creek Blvd.,
Suite 102
Cupertino, CA 95014
General Partner, Miller & LaHaye, which is the General Partner of Peregrine
Ventures II (venture capital firm); Chairman of the Board and Director,
Quarterdeck Corporation (software firm); Director, Digital Transmission Systems,
Inc. (wireless communications); director or trustee, as the case may be, of 27
of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, Director, Fischer Imaging Corporation (medical imaging systems) and
General Partner, Peregrine Associates, which was the General Partner of
Peregrine Ventures (venture capital firm).
Gordon S. Macklin (70)
Trustee
8212 Burning Tree Road
Bethesda, MD 20817
Director, Fund American Enterprises Holdings, Inc., MCI WorldCom, MedImmune,
Inc. (biotechnology), Spacehab, Inc. (aerospace services) and Real 3D
(software); director or trustee, as the case may be, of 49 of the investment
companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman,
White River Corporation (financial services) and Hambrecht and Quist Group
(investment banking), and President, National Association of Securities Dealers,
Inc.
Harmon E. Burns (54)
Vice President
777 Mariners Island Blvd.
San Mateo, CA 94404
Executive Vice President and Director, Franklin Resources, Inc., Franklin
Templeton Distributors, Inc. and Franklin Templeton Services, Inc.; Executive
Vice President, Franklin Advisers, Inc.; Director, Franklin/Templeton Investor
Services, Inc.; and officer and/or director or trustee, as the case may be, of
most of the other subsidiaries of Franklin Resources, Inc. and of 53 of the
investment companies in the Franklin Templeton Group of Funds.
Martin L. Flanagan (38)
Vice President and Chief Financial Officer
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President and Chief Financial Officer, Franklin Resources, Inc.;
Executive Vice President and Director, Templeton Worldwide, Inc.; Executive Vice
President, Chief Operating Officer and Director, Templeton Investment Counsel,
Inc.; Executive Vice President and Chief Financial Officer, Franklin Advisers,
Inc.; Chief Financial Officer, Franklin Advisory Services, Inc. and Franklin
Investment Advisory Services, Inc.; President and Director, Franklin Templeton
Services, Inc.; Senior Vice President and Chief Financial Officer,
Franklin/Templeton Investor Services, Inc.; officer and/or director of some of
the other subsidiaries of Franklin Resources, Inc.; and officer and/or director
or trustee, as the case may be, of 53 of the investment companies in the
Franklin Templeton Group of Funds.
Deborah R. Gatzek (49)
Vice President and Secretary
777 Mariners Island Blvd.
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.; Executive Vice President, Franklin Advisers, Inc.; Vice
President, Franklin Advisory Services, Inc.; Vice President, Chief Legal Officer
and Chief Operating Officer, Franklin Investment Advisory Services, Inc.; and
officer of 53 of the investment companies in the Franklin Templeton Group of
Funds.
Diomedes Loo-Tam (59)
Treasurer and Principal Accounting Officer
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 32 of
the investment companies in the Franklin Templeton Group of Funds.
Edward V. McVey (60)
Vice President
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President and National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 28 of the investment companies in the
Franklin Templeton Group of Funds.
* This Board member is considered an "interested person" under the 1940 Act.
The table above shows the officers and Board members who are affiliated with the
Distributors, the Managers and the Insurance Companies. Nonaffiliated members of
the Board are currently paid fees of $550 per month plus $183 per meeting
attended. Members of the Board serving on the audit committee of the Trust and
other investment companies in the Franklin Templeton Group of Funds receive a
flat fee of $2,000 per committee meeting attended, a portion of which is
allocated to the Trust. As shown above the nonaffiliated Board members also
serve as directors or trustees of other investment companies in the Franklin
Templeton Group of Funds. They may receive fees from these funds for their
services. The fees payable to nonaffiliated Board members by the Trust are
subject to reductions resulting from fee caps limiting the amount of fees
payable to Board members who serve on other boards within the Franklin Templeton
Group of Funds. The following table provides the total fees paid to
nonaffiliated Board members by the Trust and by other funds in the Franklin
Templeton Group of Funds for the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
AGGREGATE NUMBER OF FRANKLIN TOTAL COMPENSATION FROM
COMPENSATION TEMPLETON FUNDS BOARDS FRANKLIN TEMPLETON FUNDS
NAME FROM TRUST+ ON WHICH EACH SERVES** INCLUDING THE TRUST+
<S> <C> <C> <C>
FRANK H. ABBOTT ............ $8,616.63 28 $ 165,937
- ---------------
Harris Ashton .............. 8,616.63 50 344,642
Robert F. Carlson .......... 9 17,680
S. Joseph Fortunato ........ 8,616.63 52 361,562
David Garbellano*** ........ 5,866.65 31 91,317
Frank W.T. LaHaye .......... 8,433.30 28 141,433
Gordon Macklin ............. 8,616.63 50 337,292
</TABLE>
+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 54 registered investment companies, with approximately 168 U.S. based
funds or series.
***The Board noted with deep regret the passing of David W. Garbellano in late
1997. The Board appointed Robert F. Carlson to fill the vacancy in January 1998.
Nonaffiliated members of the Board 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 or trustee.
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.
Board members historically have followed a policy of having substantial
investments in one or more of the Franklin Templeton Funds, as is consistent
with their individual financial goals. In February 1998, this policy was
formally adopted. Each board member is required to invest one-third of fees
received for serving as a director or trustee of a Templeton fund in shares of
one or more Templeton funds and one-third of fees received for serving as a
director or trustee of a Franklin fund in shares of one or more Franklin funds.
This is required until the value of such investments equals or exceeds five
times the board member's annual fees. For purposes of this policy, a board
member's investments include those in the name of family members or entities
controlled by the board member and, for investments made after February 27,
1998, are valued at cost. Investments that existed on February 27, 1998, were
valued as of that date. There is a three year phase-in period for newly elected
board members
As of November 27, 1998, no officer or trustee of the Trust owned of record or
beneficially shares of any Portfolio of the Trust. Many of the Board members own
shares in other funds in the Franklin Templeton Group of 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 Portfolios of the Trust, except the Asset Allocation Fund,
Global Growth Fund, International Smaller Companies Fund, Developing Markets
Fund, Mutual Discovery Fund, Mutual Shares Fund, Rising Dividends Fund and the
Value 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 and the Value Securities 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 portfolios and other accounts pursuant to management agreements
with each portfolio or other account. The Managers may give advice and take
action with respect to any of the other portfolios or accounts they manage, or
for their own accounts, which may differ from action taken by the Managers on
behalf of the Portfolios. Similarly, with respect to the Portfolios, 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 portfolio or account. Furthermore, the Managers
are not obligated to refrain from investing in securities held by the Portfolio
or other portfolios 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 Portfolio's Code of Ethics. Please see
"Miscellaneous Information."
Each Portfolio, except the Global Health Care Fund, 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, the Value Fund and the Asset Allocation Fund, is obligated to pay
Advisers a fee as compensation for its services. This fee is paid monthly and
accrues daily based upon each Portfolio's average net assets at the annual rate
of 0.625% of the value of its 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 the Portfolio's 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 Portfolio'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 Portfolio'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 Global Health Care Fund is obligated to pay Advisers a monthly fee, based
upon its average daily net assets, computed at the annual rate of 0.60 of 1% of
average daily net assets on the first $200 million of average daily net assets;
0.50 of 1% up to and including $1.3 billion of average daily net assets; and
0.40 of 1% on average daily net assets in excess of $1.3 billion.
The Rising Dividends Fund is obligated to pay Franklin New Jersey a monthly fee,
based upon its 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 Value Fund is obligated to pay Franklin New Jersey a monthly fee, based upon
its average daily net assets, computed at the annual rate of 0.60 of 1% of
average daily net assets on the first $200 million of average daily net assets;
0.50 of 1% up to and including $1.3 billion of average daily net assets; and
0.40 of 1% on average daily net assets in excess of $1.3 billion.
The Mutual Discovery Fund and Mutual Shares Fund are obligated to pay Franklin
Mutual a monthly fee, based upon each Portfolio's average daily net assets,
computed at the annual rate of .80 of 1% 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 its average daily net assets up to and including $100 million;
0.90% of the value of average daily net assets over $100 million up to and
including $250 million; 0.80% of the value of the average daily net assets over
$250 million up to and including $500 million; and 0.75% of the value of the
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 its 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 its average daily net assets up to and including $200 million,
0.585% of the value of the average daily net assets over $200 million up to and
including $1.3 billion; and 0.52% of the value of the 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 the Portfolio's 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; and 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 its average daily net assets up to and including
$200 million, 0.765% of the value of the average daily net assets over $200
million up to and including $1.3 billion; and 0.68% of the value of the 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 Portfolio, which may have the effect of decreasing the total
expenses and increasing the yield of such Portfolio. 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, 1998,
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 Portfolio's total expenses will not exceed 0.40% of each Portfolio's
average net assets. With respect to the Money Fund, during 1997, Advisers
limited its management fees such that aggregate expenses, including management
fees of 0.43%, represented 0.45% of the Money Fund's average daily net assets.
Except as indicated below, the management and subadvisory agreements with the
Managers are in effect until April 30, 1999, and may continue thereafter
provided they are approved for periods not to exceed one year by (i) the Trust's
Board or the vote of a majority of the outstanding shares of that the affected
Portfolio, and (ii) a majority of the Trustees who are not parties to the
Agreements 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 Portfolio may be terminated without
penalty at any time by the Portfolio 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 Portfolio to purchase, hold or sell, and the
selection of brokers through whom each such Portfolio's transactions are
executed. The Managers' activities are subject to the review and supervision of
the Board, and Templeton Florida as subadviser to certain Portfolios is subject
to the overview of each Portfolio's respective Manager, to whom the Managers
render periodic reports of each Portfolio's investment activities. The Managers,
or in certain cases, the Fund Administrator, provide each Portfolio with
executive and administrative personnel, office space and facilities, and pay
certain additional administrative expenses incurred in connection with the
operation of each Portfolio. Each Portfolio bears all of its expenses not
assumed by the Managers or Fund Administrator. Each class pays its proportionate
share of a Portfolio's management fees. 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 included in
the Annual Report to Shareholders for the year ended December 31, 1997, for
additional details of these expenses. The table below sets forth on a per
Portfolio basis the management fees that would have been accrued by the Managers
and Fund Administrators and the management fees actually paid by the Portfolios
for the fiscal years ended December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
MANAGEMENT MANAGEMENT
AND FUND AND FUND
ADMINISTRATION ADMINISTRATION
FEES ACCRUED FEES PAID
1997
<S> <C> <C>
Money Fund ............................................. $2,072,982 $1,740,190
Global Income Fund ..................................... 1,133,609 1,133,609
High Income Fund ....................................... 2,305,480 2,305,480
Government Fund ........................................ 3,775,626 3,775,626
Zero Coupon Fund - 2000 ................................ 724,202 442,683
Zero Coupon Fund - 2005 ................................ 485,690 290,964
Zero Coupon Fund - 2010 ................................ 491,457 293,620
Income Securities Fund ................................. 6,348,820 6,348,820
Rising Dividends Fund .................................. 4,942,390 4,942,390
Global Utility Fund (formerly the Utility Equity Fund) . 5,139,011 5,139,011
Growth and Income Fund ................................. 5,667,415 5,667,415
Natural Resources Fund (formerly the Precious Metals Fund)
584,675 584,675
Real Estate Fund ....................................... 1,988,023 1,988,023
Small Cap Fund ......................................... 1,878,273 1,878,273
International Equity Fund .............................. 9,676,740 9,676,740
Pacific Fund ........................................... 2,608,312 2,608,312
Asset Allocation Fund .................................. 526,125 526,125
Developing Markets ..................................... 4,277,977 4,277,977
Global Growth .......................................... 5,894,743 5,894,743
International Smaller Companies Fund ................... 239,272 239,272
Growth Fund ............................................ 558,503 558,503
Mutual Discovery Fund .................................. 930,954 930,954
Mutual Shares Fund ..................................... 1,265,341 1,265,341
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT MANAGEMENT
AND FUND AND FUND
ADMINISTRATION ADMINISTRATION
FEES ACCRUED FEES PAID
1996
<S> <C> <C>
Money Fund ............................................. $2,225,389 $1,781,802
Global Income 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
Global Utility Fund (formerly the 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
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
Growth Fund ............................................ 86,028 86,028
Mutual Discovery Fund .................................. 11,033 11,033
Mutual Shares Fund ..................................... 11,822 11,822
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT MANAGEMENT
AND FUND AND FUND
ADMINISTRATION ADMINISTRATION
FEES ACCRUED FEES PAID
1995
<S> <C> <C>
Money Fund ............................................. $2,295,252 $1,700,943
Global Income 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
Global Utility Fund (formerly the 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 ....................................... 1,110,443 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
Asset Allocation Fund .................................. 52,421 52,421
Developing Markets ..................................... 1,636,864 1,636,864
Global Growth Fund ..................................... 2,309,970 2,309,970]
</TABLE>
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.
DEFENSIVE DISTRIBUTION PLANS
Each Portfolio's management agreement includes a distribution or "Rule 12b-1"
plan (the "Defensive Plan"). However, no payments are to be made by any
Portfolio as a result of the Defensive Plan. The Portfolios do not make any
payments other than payments for which the Portfolios are otherwise obligated to
make pursuant to the applicable then effective management agreements, the Class
2 Distribution Plan for each Portfolio (see "Class 2 Distribution Plans" below)
or as incurred in the ordinary course of their business. To the extent payments
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
Portfolio within the context of rule 12b-1, such payments shall be deemed to
have been made pursuant to the Defensive Plan. In connection with their approval
of the applicable management agreements, the Board, 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 Defensive Plans will
benefit each Portfolio and the Contract Owners whose purchase payments have
indirectly been invested in each Portfolio.
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 Portfolios, 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, Global Health Care,
International Smaller Companies, Mutual Discovery, Mutual Shares and Value
Funds, and through subcontracts by the Managers of all the other Portfolios.
TRANSFER AGENT
Franklin Templeton Investor Services, Inc., a wholly owned subsidiary of
Resources, maintains shareholder's records, processes purchases and redemptions
of each Portfolio'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 Custodians do not
participate in decisions relating to the purchase and sale of portfolio
securities.
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, California 94105,
is the Trust's independent auditor. During the fiscal year ended December 31,
1997, the auditor's 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, 1997 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 Portfolios. 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 Managers select brokers and dealers to execute portfolio transactions in
accordance with criteria set forth in the respective management and subadvisory
agreements referenced herein and any directions that the Board may give.
When placing a portfolio transaction, the Managers seek to obtain prompt
execution of orders at the most favorable net price. For portfolio transactions
on a securities exchange, the amount of commission paid by each Portfolio is
negotiated between the Portfolio's Manager and the broker executing the
transaction. The determination and evaluation of the reasonableness of the
brokerage commissions paid are based to a large degree on the professional
opinions of the persons responsible for placement and review of the
transactions. These opinions are based on the experience of these individuals in
the securities industry and information available to them about the level of
commissions being paid by other institutional investors of comparable size. The
Managers will ordinarily place orders to buy and sell 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 Managers may pay certain brokers commissions that are higher than those
another broker may charge, if the Managers determine in good faith that the
amount paid is reasonable in relation to the value of the brokerage and research
services they receive. This may be viewed in terms of either the particular
transaction or the Managers' overall responsibilities to client accounts over
which they exercise investment discretion. The services the brokers may provide
to the Managers include, among others, supplying information about particular
companies, markets, countries, or local, regional, national, or transnational
economies, statistical data, quotations and other securities pricing
information, and other information that provides lawful and appropriate
assistance to the Managers in carrying out their investment advisory
responsibilities. These services may not always directly benefit the Portfolios.
They must, however, be of value to the Managers in carrying out their overall
responsibilities to their clients.
To the extent Portfolios invest in bonds or other principal transactions which
occur at net prices, the Portfolios incur little or no brokerage costs. The
Portfolios deal directly with the selling or buying principal or market maker
without incurring charges for the services of a broker on their behalf, unless
it is determined that a better price or execution may be obtained by using the
services of a broker. Purchase 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 prices. The
Portfolios seek to obtain prompt execution of orders at the most favorable net
price. Transactions may be directed to dealers in return for research and
statistical information, as well as for special services provided by the dealers
in the execution of orders.
It is not possible to place a dollar value on the special executions or on the
research services the Managers receive 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 receive 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 Portfolio shares, as well as shares of other portfolios in the Franklin
Templeton Group of Funds, may also be considered a factor in the selection of
broker dealers to execute a Portfolio's transactions.
Because Franklin Templeton Distributors, Inc. ("Distributors"), an affiliate of
the Managers and the Trust's underwriter, is a member of the National
Association of Securities Dealers, Inc., it may sometimes receive certain fees
when a Portfolio tenders portfolio securities pursuant to a tender-offer
solicitation. As a means of recapturing brokerage for the benefit of a
Portfolio, any portfolio securities tendered by the Portfolio will be tendered
through Distributors if it is legally permissible to do so. In turn, the next
management fee payable to the Manager will be reduced by the amount of any fees
received by Distributors in cash, less any costs and expenses incurred in
connection with the tender.
If purchases or sales of securities of certain of the Portfolios and other
portfolios 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 Portfolios 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 Portfolio is concerned. However, in
other cases it is possible that the ability to participate in volume
transactions may improve execution and reduce transaction costs to the
Portfolios.
During the past three fiscal years ended December 31, 1997, or since inception,
each Portfolio paid brokerage commissions as follows:
PORTFOLIO 1995 1996 1997
- --------------------------------------------------------------------------------
Money Fund ..................................... $ 0 $0 $0
Global Income Fund ............................. 0 0 0
High Income Fund ............................... 0 0 0
Government Fund ................................ 0 0 0
Zero Coupon Fund - 2000 ........................ 0 0
Zero Coupon Fund - 2005 ........................ 0 0 0
Zero Coupon Fund - 2010 ........................ 0 0 0
Growth and Income Fund ........................ 2,368,736 848,162 1,277,652
Income Securities Fund ......................... 175,429 211,977 130,787
Real Estate Fund ............................... 182,818 89,985 213,815
Rising Dividends Fund .......................... 272,848 485,120 615,127
Asset Allocation Fund .......................... 24,490 62,209 131,597
Global Utility Fund
(formerly the Utility Equity Fund) ............ 652,221 1,277,007 987,011
Natural Resources Fund
(formerly the Precious Metals Fund) ........... 111,982 149,263 347,537
Small Cap Fund ................................. 9,622 183,601 242,801
Developing Markets Fund ........................ 589,426 604,200 1,147,089
Global Growth Fund ............................. 956,434 - 860,436
nternational Equity Fund ....................... 824,409 1,015,004 1,842,559
Pacific Growth Fund ............................ 1,040,361 487,464 487,776
International Smaller Companies Fund ........... - 10,847 109,554
Capital Growth Fund ............................ - 44,722 57,736
Mutual Discovery Fund .......................... - 20,812 247,5
Mutual Shares Fund ............................. - 31,174 310,4
As of December 31, 1997, the Money Fund owned securities issued by Merrill Lynch
& Company, and Morgan Stanley & Co. Inc., the Growth and Income Fund owned
securities issued by J.P. Morgan Securities Inc., the Global Growth Fund owned
securities issued by A.G. Edwards, Inc., and Morgan Stanley & Co. Inc., the
Asset Allocation Fund owned securities issued by Merrill Lynch & Company, and
Morgan Stanley & Co. Inc., the Mutual Discovery Securities Fund owned securities
issued by Morgan Stanley & Co. Inc., and the Mutual Shares Securities Fund owned
securities issued by Morgan Stanley & Co. Inc., and Lehman Brothers, Inc., which
were valued in the aggregate at $9,914,000, $14,985,000, $13,082,000,
$5,807,000, $6,096,000, $445,000, $1,183,000, $384,000, $6,208,000 and $561,000,
respectively. Except as stated above, no Portfolio owned any securities issued
by its regular broker-dealers as of the end of such fiscal year.
THE TRUST'S UNDERWRITER
Pursuant to an underwriting agreement, Distributors acts as principal
underwriter in a continuous public offering of each class of each Portfolio's
shares. The underwriting agreement will continue in effect for successive annual
periods if its continuance is specifically approved at least annually by a vote
of the Board or by a vote of the holders of a majority of the Trust's
outstanding voting securities, and in either event by a majority vote of the
Board members who are not parties to the underwriting agreement or interested
persons of any such party (other than as members of the Board), cast in person
at a meeting called for that purpose. The underwriting agreement terminates
automatically in the event of its assignment and may be terminated by either
party on 90 days' written notice.
Distributors pays the expenses of the distribution of Trust shares, except to
the extent these expenses are borne by the Investment Companies, including
advertising expenses and the costs of printing sales material and prospectuses
used to offer shares to the public. The Trust pays the expenses of preparing and
printing amendments to its registration statements and prospectuses (other than
those necessitated by the activities of Distributors) and of sending
prospectuses to existing shareholders.
Distributors may be entitled to receive payment under the Rule 12b-1 plan for
the Class 2 shares of each Portfolio, as discussed below. Distributors receives
no other compensation from the Portfolios for acting as underwriter.
CLASS 2 DISTRIBUTION PLANS
As of December 28, 1998, the Trust has adopted a distribution plan or "Rule
12b-1" Plan in respect to its Class 2 shares ("Class 2 Plan") pursuant to rule
12b-1 of the 1940 Act. Under the Class 2 Plans, each Portfolio may pay up to a
maximum of 0.35% per year of the average daily net assets attributable to their
respective Class 2 shares. The Board, however, has set the current rate at 0.30%
per year. These fees may be used to compensate Distributors, the Insurance
Companies or others for distribution and related services and as a servicing
fee.
The terms and provisions of the Plans, including terms and provisions relating
to required reports, term, and approval, are consistent with Rule 12b-1. In no
event shall the aggregate asset-based sales charges, which include payments made
under each Plan, exceed the amount permitted to be paid under the rules of the
National Association of Securities Dealers, Inc.
Each Class 2 Plan has been approved in accordance with the provisions of Rule
12b-1. The Class 2 Plans are renewable annually by a vote of the Board,
including a majority vote of the Board members who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Plans ("non-interested trustees"), cast in person at a meeting called for
that purpose. It is also required that the selection and nomination of such
Board members be done by the non-interested members of the Board. The Class 2
Plans and any related agreement may be terminated at any time, without penalty,
by vote of a majority of the non-interested Board members on not more than 60
days' written notice, by Distributors on not more than 60 days' written notice,
by any act that constitutes an assignment of a management agreement with an
Investment Manager, or by vote of a majority of the outstanding shares of the
class. Distributors, the Insurance Companies or others may also terminate their
respective distribution or service agreement at any time upon written notice.
The Class 2 Plans and any related agreements may not be amended to increase
materially the amount to be spent for distribution expenses without approval by
a majority of the outstanding shares of the relevant Portfolio's class, and all
material amendments to the plans or any related agreements shall be approved by
a vote of the non-interested members of the Board, cast in person at a meeting
called for the purpose of voting on any such amendment.
A Distributor is required to report in writing to the Board at least quarterly
on the amounts and purpose of any payment made under the Class 2 Plans and any
related agreements, as well as to furnish the Board with such other information
as may reasonably be requested in order to enable the Board to make an informed
determination of whether the plans should be continued.
ADDITIONAL INFORMATION REGARDING
VALUATION AND REDEMPTION OF SHARES OF THE PORTFOLIOS
CALCULATION OF NET ASSET VALUE
As noted in the prospectus, the net asset value of Trust shares will generally
be calculated only on days when the New York Stock Exchange (the "Exchange") is
open for trading, even though trading in the portfolio securities of a Portfolio
may occur on other days in other markets or over-the-counter. As of the date of
this Statement of Additional Information, the Trust is informed that the
Exchange will be closed in observance of the following holidays: New Year's Day,
Presidents' Day, Martin Luther King Jr. Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas.
PORTFOLIOS OTHER THAN MONEY FUND
For the purpose of determining the aggregate net assets of each Portfolio
(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 Portfolio
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 Portfolio 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 as of the close of trading on the
foreign exchange on which it is traded or as of the close of trading on the
Exchange, if that is earlier. The 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 foreign security is valued within the range of the most recent
quoted bid and ask prices. 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 Portfolio'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.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
of the Exchange 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 Portfolios' net asset value are not calculated. Thus,
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 materially affecting the value of these foreign securities occur, they
will be valued at fair market value as determined by the Managers and approved
in good faith by the Board.
Generally, trading in corporate bonds, U.S. government securities and Money
Market Instruments is substantially completed each day at various times prior to
the close of the Exchange. The value of these securities used in computing the
net asset value of the Portfolios' 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 close of the Exchange that will
not be reflected in the computation of the Portfolios' 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, the
Portfolio may utilize a pricing service, bank or securities dealer to perform
any of the above described functions.
All Money Market Instruments owned by Portfolios, other than the Money Market
Fund, are valued at current market, as discussed above.
MONEY MARKET FUND
The valuation of the Portfolio's 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 Portfolio would receive if it sold the instrument.
During periods of declining interest rates, the daily yield on shares of the
Portfolio computed as described above may tend to be higher than a like
computation made by a portfolio 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 Portfolio
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Portfolio would be able to obtain a somewhat higher yield than
would result from investment in a portfolio utilizing solely market values, and
existing investors in the Portfolio would receive less investment income. The
opposite would apply in a period of rising interest rates.
The Portfolio's use of amortized cost which helps the Portfolio maintain its net
asset value per share of $1 is permitted by a Rule adopted by the SEC. Under
this rule the Portfolio must adhere to certain conditions. The Portfolio 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
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 Portfolio's price per share as
computed for the purpose of sales and redemptions at $1. These procedures
include review of the Portfolio's holdings by the trustees, at such intervals as
they may deem appropriate, to determine whether the Portfolio's net asset value
calculated by using available market quotations deviates from $1 per share based
on amortized cost. The extent of any deviation will be examined by the trustees.
If 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 that
they regard as necessary and appropriate, which may include selling portfolio
instruments before maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends, redeeming 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 Portfolio intends to be treated as a regulated
investment company under Subchapter M of the Code.
Any Portfolio'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 Portfolio
treatment of certain other options, futures and forward contracts entered into
by a Portfolio 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
Portfolio will be marked-to-market (i.e., treated as if it were sold for fair
market value) on the last business day of the Portfolio'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 Portfolio.
The acceleration of income on Section 1256 positions may require the Portfolio
to accrue taxable income without the corresponding receipt of cash. In order to
generate cash to satisfy the distribution requirements of the Code, the
Portfolio 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 Portfolio 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 Portfolio.
When a Portfolio holds an option or contract which substantially diminishes the
Portfolio's risk of loss with respect to another position of the Portfolio (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 Portfolio 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 Portfolio to qualify as a regulated investment company, at least
90% of the Portfolio'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 Portfolio with respect to the Portfolio'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 Portfolio'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 Portfolio's
compliance with the 30% limitation. The Portfolios 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 Portfolio's compliance with the 30% limitation. The Portfolios
will limit their interest rate and currency swaps to the extent necessary to
comply with these requirements.
If a Portfolio owns shares in a foreign corporation that constitutes a "passive
foreign investment company" (a "PFIC") for federal income tax purposes and the
Portfolio does not elect to treat the foreign corporation as a "qualified
electing fund" within the meaning of the Code, the Portfolio 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 Portfolio to its U.S.
shareholders. The Portfolio 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 Portfolio as a result of its ownership on shares of
a PFIC will not give rise to a deduction or credit to the Portfolio 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
Portfolio in a PFIC would be treated as an excess distribution received by the
Portfolio in the current year, eliminating the deferral and the related interest
charge. Such excess distribution amounts are treated as ordinary income, which
the Portfolio will be required to distribute to shareholders even though the
Portfolio 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
Performance quotations are subject to SEC rules. These rules require the use of
standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by a Portfolio be accompanied
by certain standardized performance information computed as required by the SEC.
Average annual total return and current yield quotations used by a Portfolio are
based on the standardized methods of computing performance mandated by the SEC.
An explanation of these and other methods used by a portfolio to compute or
express performance follows.
Because the Trust only offers its shares to Insurance Company separate accounts
for use in variable annuity and variable life insurance contracts, to the extent
required by SEC rules, the advertised performance of the Portfolios will be
displayed no more prominently than standardized performance of the applicable
insurance company separate accounts/contracts. For information about how an
Insurance Company may advertise such performance, please consult the contract
prospectus which accompanies the Trust prospectus.
Regardless of the method used, past performance does not guarantee future
results, and is an indication of the return only for the limited historical
period used.
Average annual total return is determined by finding the average annual rates of
return over the periods indicated below that would equate an initial
hypothetical $1,000 investment to its ending redeemable value. The calculation
assumes income dividends and capital gain distributions are reinvested at net
asset value. The quotation assumes the investment was completely redeemed at the
end of each period and the deduction of all applicable charges and fees. If a
change is made to the sales charge structure, historical performance information
will be restated to reflect the maximum sales charge currently in effect.
The total return performance for each portfolio's Class 2 shares for the periods
prior December 28, 1998, when the Trust's Class 2 shares commenced operations,
will represent the historical results of Class 1 Shares. Performance of Class 2
shares for the periods after December 28, 1998 will reflect Class 2's higher
annual fees and expenses resulting from its Rule 12b-1 plan. Historical
performance data for Class 2 shares, based on Class 1 performance, will
generally not be restated to include 12b-1 fees, although each portfolio may
restate these figures consistent with SEC rules.
The average annual total returns for each portfolio as of the end of the most
recent fiscal year are set forth in the Trust's most recent Annual Report, which
is incorporated herein by reference. See "Financial Statements," below.
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 of the Portfolios, other than the Money
Fund, may be published in advertisements and communications to Contract Owners.
The current yield for each Portfolio will be calculated by dividing the
annualization of the income earned by the Portfolio during a recent 30-day
period by the net asset value per share at the end of such period. In addition,
aggregate, cumulative and average total return information for each Portfolio
over different periods of time may also be advertised. Except as stated above,
each class of each Portfolio's shares will use the same methods for calculating
its performance.
A distribution rate for each Portfolio may also be published in communications
preceded or accompanied by a copy of the Portfolios' current prospectus. The
current distribution rate for a Portfolio will be calculated by dividing the
annualization of the total distributions made by that Portfolio 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
Portfolio will also be published along with publication of its distribution
rate.
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 Portfolio's shares. Contract owners allocating payments
to shares of a Portfolio 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 Portfolio.
As of November 24, 1998, Allianz Life Variable Account A, Allianz Life Variable
Account B and Preferred Life Variable Account C owned, 0.31%, 92.15% and 7.54%,
respectively, of the issued and outstanding shares of the Trust.]
Contract owners will be informed of each Portfolio's progress through periodic
reports. Financial statements certified by independent public auditors will be
available at least annually.
Employees of the Franklin Templeton Group 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 by the close
of the business day following the day clearance is granted; (ii) copies of all
brokerage confirmations must be sent to a compliance officer; (iii) all
brokerage accounts must be disclosed on an annual basis; and, (iv) access
persons involved in preparing and making investment decisions must, in addition
to (i), (ii) and (iii) 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 portfolio 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 Portfolio's assets for any shareholder held personally
liable for obligations of that Portfolio 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 Portfolio or the
Trust and shall satisfy any judgment thereon. All such rights are limited to the
assets of the Portfolio 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 Portfolio 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
Portfolios by the SEC. The prospectus and this SAI 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.
PORTFOLIO SIMILARITY
The investment objectives and policies of certain Portfolios 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
Franklin Strategic Series:
Global Health Care Securities Fund -Franklin Global Health Care Fund
Franklin Strategic Series:
Global Utilities Securities Fund -Franklin Global Utilities Fund
(formerly Utility Equity Fund)
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
Franklin Value Investors Trust
Value Securities Fund -Franklin Value Fund
FINANCIAL STATEMENTS
The audited financial statements contained in the Trust's Annual Report for the
fiscal year ended December 31, 1997, including the auditor's report, and the
unaudited financial statements contained in the Trust's Semi Annual Report to
Shareholders, for the six-month period ended June 30, 1998, are incorporated
herein by reference.
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) Unaudited Financial Statements incorporated herein by reference to the
Registrant's Semi Annual Report to Shareholders dated June 30, 1998, as
filed with the SEC electronically on Form Type N-30D on September 11,
1998
(i) Financial Highlights
(ii) Statements of Investments - June 30, 1998 (unaudited)
(iii) Statements of Assets and Liabilities - June 30,1998
(unaudited)
(iv) Statements of Operations for the six months ended June 30,
1998 (unaudited)
(v) Statements of Changes in Net Assets for the six months
ended June 30, 1998 and the year ended December 31, 1997
(unaudited)
(vi) Notes to Financial Statements
(2) Audited Financial Statements incorporated herein by reference to the
Registrant's Annual Report to Shareholders dated December 31, 1997, as
filed with the SEC electronically on Form Type N-30D on March 10, 1998
(i) Financial Highlights
(ii) Statements of Investments - December 31, 1997
(iii) Statements of Assets and Liabilities - December 31, 1997
(iv) Statements of Operations for the year ended December 31, 1997
(v) Statements of Changes in Net Assets for the years ended
December 31, 1997 and 1996
(vi) Notes to Financial Statements
(vii) Report of Independent Accountants
b) Exhibits:
The following exhibits are incorporated by reference, except exhibits
1(iii), 6(i), 11(i), 15(i) and 18(i) which are included.
(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 on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995
(ii) Certificate of Amendment of Agreement and Declaration of
Trust dated October 21, 1988
Filing: Post-Effective Amendment No. 16 to Registration
Statement on Form N-1A
File No. 33-23493
Filing Date: August 19, 1995
(iii) Certificate of Amendment of Agreement and Declaration of
Trust
(2) Copies of the existing By-Laws or instruments corresponding
thereto;
(i) By-Laws
Filing: Post-Effective Amendment No. 16 to Registration
Statement 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 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 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 22, 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 between Franklin Advisers, Inc. and
Templeton Investment Counsel, Inc. dated 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 Registrant, on
behalf of the Templeton Global Global Growth, 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 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, 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
(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
(xix) Management Agreement between Registrant, on behalf of
Global Health Care Securities Fund dated December 9, 1997
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1998
(xx) Management Agreement between Registrant, on behalf of
Value Securities Fund dated December 9, 1997
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1998
(xxi) Fund Administration Agreement between Registrant, on
behalf of Value Securities Fund Dated December 9, 1997
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1998
(xxii) Fund Administration Agreement between Registrant, on
behalf of Global Health Care Securities Fund dated December
9, 1997
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 28, 1998
(xxiii)Amendment to Investment Management Agreement between
Registrant, on behalf of Templeton Developing Markets
Equity Fund, and Templeton Asset Management Ltd. dated
October 1, 1995
Filing: Post-Effective Amendment No.23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: February 12, 1998
(xxiv) Addendum to Investment Management Agreement between
Registrant, on behalf of Templeton Developing Markets
Equity Fund, and Templeton Asset Management Ltd. dated
December 9, 1997
Filing: Post-Effective Amendment No.24 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 30, 1998
(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;
(i) Distribution Agreement between Registrant and
Franklin/Templeton Distributors, Inc.
(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
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
(ii) Custody Agreement between Registrant, 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
(iii) Master Custody Agreement between the Registrant and 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
(iv) 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
(v) Amendment to Global Custody Agreement between Registrant
and The Chase Manhattan Bank, N.A. dated April 1, 1996
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 29, 1997
(vi) Amendment to Master Custody Agreement between Registrant
and the Bank of New York, dated April 1, 1996
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 29, 1997
(vii) Letter Agreement between Registrant 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
(viii) Custody Agreement between Registrant, on behalf of
Mutual Discovery Securities Fund and Mutual Shares
Securities Fund, and the State Street Bank and Trust
Company dated November 8, 1996
Filing: Post-Effective Amendment No. 23 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 29, 1997
(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 and Consent of Counsel dated September 17, 1987
Filing: Post Effective Amendment No. 16 to the
Registration Statement on Form N-1A
File No. 33-23493
Filing Date: August 19, 1996
(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;
(ii) Consent of Independent Accountants
(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
Filing: Post-Effective Amendment No. 21 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: October 31, 1996
(v) Letter of Understanding dated April 23, 1998
Filing: Post-Effective Amendment No. 24 to Registration
Statement of Registrant on Form N-1A
File No. 33-23493
Filing Date: April 30, 1998
(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.
(i) Class 2 Distribution Plan pursuant to Rule 12b-1
(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
(18) Copies of any plan entered into by Registrant pursuant to Rule
18f-3 under the 1940 Act.
(i) Multiple Class Plan for all series of Registrant
Item 25 Persons Controlled by or under Common Control with Registrant
None
ITEM 26 NUMBER OF HOLDERS OF SECURITIES
As of November 24, 1998, the number of record holders of each class of
securities of the Registrant are as follows:
Number of Record Holders
CLASS 1 CLASS 2
-------------------------------
Money Market Fund 3 0
Growth and Income Fund 3 0
Natural Resources Securities Fund 3 0
Real Estate Securities Fund 3 0
Global Utilities Securities Fund 3 0
High Income Fund 3 0
Templeton Global Income Securities Fund 3 0
Income Securities Fund 3 0
U.S. Government Securities Fund 3 0
Zero Coupon Fund - 2000 3 0
Zero Coupon Fund - 2005 3 0
Zero Coupon Fund - 2010 3 0
Rising Dividends Fund 3 0
Templeton Pacific Growth Fund 3 0
Templeton Developing Markets Equity Fund 3 0
Templeton Global Growth Fund 3 0
Templeton Global Asset Allocation Fund 3 0
Small Cap Fund 3 0
Capital Growth Fund 3 0
Templeton International Smaller Companies Fund 3 0
Mutual Discovery Securities Fund 3 0
Mutual Shares Securities Fund 3 0
Global Health Care Securities Fund 3 0
Value Securities Fund 3 0
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
17 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.
(c) Templeton Global Advisers Limited, formerly known as Templeton
Galbraith and Hansberger Ltd.
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 and Value Securities 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
a) Franklin/Templeton Distributors, Inc., (" Distributors" ) also acts as
principal underwriter of shares of:
Franklin Asset Allocation Fund
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Trust
Franklin Gold Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Mutual Series Fund Inc.
Franklin Municipal Securities Trust
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
Templeton American Trust, Inc.
Templeton Capital Accumulator Fund, Inc.
Templeton Developing Markets Trust
Templeton Funds, Inc.
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller Companies Fund, Inc.
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds, Inc.
Templeton Variable Products Series Fund
(b) The information required by this Item 29 with respect to each director
and officer of Distributors is incorporated by reference to Part B of this
N-1A and schedule A of Form BD filed by Distributors with the Securities and
Exchange Commission pursuant to the Securities Act of 1934 (SEC File No.
8-5889).
ITEM 30 LOCATION OF ACCOUNTS AND RECORDS
The accounts, books or other documents required to be maintained by
Section 31 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 comply with the information
requirement in Item 5A of the Form N-1A by including the required
information in Registrant's Annual Report to Shareholder 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 certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its 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 30th day of November, 1998.
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
Charles E. Johnson and Trustee
Dated: November 30, 1998
MARTIN L. FLANAGAN* Principal Financial Officer
Martin L. Flanagan Dated: November 30, 1998
DIOMEDES LOO-TAM* Principal Accounting Officer
Diomedes Loo-Tam Dated: November 30, 1998
FRANK H. ABBOTT III* Trustee
Frank H. Abbott III Dated: November 30, 1998
LOWELL C. ANDERSON* Trustee
Lowell C. Anderson Dated: November 30, 1998
HARRIS J. ASHTON* Trustee
Harris J. Ashton Dated: November 30, 1998
S. JOSEPH FORTUNATO* Trustee
S. Joseph Fortunato Dated: November 30, 1998
ROBERT F. CARLSON Trustee
Robert F. Carlson Dated: November 30, 1998
CHARLES B. JOHNSON* Trustee
Charles B. Johnson Dated: November 30, 1998
RUPERT H. JOHNSON, JR.* Trustee
Rupert H. Johnson, Jr. Dated: November 30, 1998
FRANK W.T. LAHAYE* Trustee
Frank W.T. LaHaye Dated: November 30, 1998
GORDON S. MACKLIN* Trustee
Gordon S. Macklin Dated: November 30, 1998
*BY /S/ KAREN L. SKIDMORE, ATTORNEY-IN-FACT
(Pursuant to Power of Attorney previously filed)
FRANKLIN VALUEMARK FUNDS
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO DESCRIPTION LOCATION
EX-99.B1(i) Declaration of Trust *
EX-99.B1(ii) Certificate of Amendment of Agreement and *
Declaration of Trust dated October 21, 1988
EX-99.B1(iii) Certificate of Amendment of Agreement
and Declaration of Trust Attached
EX-99.B2(i) By-Laws *
EX-99.B2(ii) Certificate of Amendment of By-Laws
dated May 16, 1995 *
EX-99.B5(i) Management Agreement between *
Registrant and Franklin Advisers, Inc.
dated January 24, 1989
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 22, 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 *
Registrant, on behalf 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 Templeton 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 Templeton, Galbraith
& Hansberger Ltd. dated April 19, 1995
EX-99.B5(ix) Subadvisory Agreement between Templeton, *
Galbraith & Hansberger Ltd and Templeton
Investment Counsel, on behalf of Templeton
Global Asset Allocation Fund dated April 19, 1995
EX-99.B5(x) Fund Administration 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 Templeton, Galbriath
& Hansberger, dated October 1, 1995
EX-99.B5(xiii) Fund Administration Agreement between *
Registrant, on behalf of International Smaller
Companies Fund, and Franklin Templeton
Services, Inc., dated October 1, 1996
EX-99.B5(xiv) Investment Management Agreement between *
Registrant, on behalf of International Smaller
Companies Fund and Templeton Investment
Counsel, Inc., dated January 18, 1996
EX-99.B5(xv) Management Agreement between Registrant, on *
behalf of Capital 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 Advisers, 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 Templeton Services, Inc.,
dated October 18, 1996
EX-99.B5(xix) Management Agreement between Registrant, on *
behalf of Global Health Care Securities Fund
dated December 9, 1997
EX-99.B5(xx) Management Agreement between Registrant, on *
behalf of Value Securities Fund dated December
9, 1997
EX-99.B5(xxi) Fund Administration Agreement between *
Registrant, on behalf of Value Securities Fund
dated December 9, 1997
EX-99.B5(xxii) Fund Administration Agreement between *
Registrant, on behalf of Global Health Care
Securities Fund dated December 9, 1997
EX-99.B5(xxiii) Amendment to Investment Management Agreement *
between Registrant and Templeton Developing
Markets Equity Fund dated October 1, 1995
EX-99B5(xxiv) Addendum to Management Agreement *
between Registrant, on behalf of Templeton Developing
Markets Equity Fund, and Templeton Asset
Management Ltd. dated December 9, 1997
EX-99B6(i) Distribution Agreement between Registrant Attached
and Franklin/Templeton Distributors, Inc.
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 Templeton 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 *
Franklin Valuemark Funds and the Chase
Manhattan Bank, N.A. dated April 1, 1996
EX-99B8(vii) Amendment to Master Custody Agreement *
between 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 Mutual Discovery Investments Fund
and Mutual Shares Investments Fund, and the
State Street Bank and Trust Company dated
November 8, 1996
EX-99.B8(x) Amendment to Master Custody Agreement *
between Registrant and the Bank of New York
dated as of February 16, 1996
EX-99.B10(i) Opinion and consent of Counsel dated *
September 7, 1987
EX-99.B11(i) Consent of Independent Accountants Attached
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.B13(v) Letter of Understanding dated April 23, 1998 *
EX-99B15(i) Class 2 Distribution Plan Pursuant to
Rule 12b-1 Attached
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-99.B18(i) Multiple Class Plan for all series of
Registrant Attached
CERTIFICATE OF AMENDMENT
OF
AGREEMENT AND DECLARATION OF TRUST
OF
FRANKLIN VALUEMARK FUNDS
The undersigned certify that:
1. They constitute a majority of the Trustees of the Franklin Valuemark
Funds (the "Trust"), a Massachusetts business trust.
2. They hereby adopt the following amendment to the Agreement and
Declaration of Trust of the Trust, which deletes in its entirety the
Section of the Agreement and Declaration of Trust entitled "Section 1.
Division of Beneficial Interest." of Article III and replaces such
Section of Article III with the following:
"Section 1. Division of Beneficial Interest. The
beneficial interest in the Trust shall at all times be divided into an
unlimited number of shares, with a par value of $.01 per Share. The
Trustees may authorize the division of the Shares into separate Series
and the division of Series into separate classes or sub-series of
Shares (subject to any applicable rule, regulation or order of the
Commission or other applicable law or regulation). The different
Series and classes shall be established and designated and shall have
such preference, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and
conditions of redemption and other characteristics as the Trustees may
determine.
Notwithstanding the provisions of Section 6(d) of this Article III or
any other provision of this Agreement and Declaration of Trust, if any
matter submitted to shareholders for a vote affects only the interests
of one class of a Series then only such affected class shall be
entitled to vote on the matter. Each Share of a Series shall have
equal rights with each other Share of that Series with respect to the
assets of the Trust pertaining to that Series. Notwithstanding any
other provision of this Agreement and Declaration of Trust, the
dividends payable to the holders of any Series (or class) (subject to
any applicable rule, regulation or order of the Commission or any other
applicable law or regulation) shall be determined by the Trustees and
need not be individually declared, but may be declared and paid in
accordance with a formula adopted by the Trustees. Except as otherwise
provided herein, all references in this Agreement and Declaration of
Trust to Shares or Series of Shares shall apply without discrimination
to the Shares of each Series.
Shareholders shall have not preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust or any
Series or class. The Trustees may from time to time divide or combine
the Shares of any particular Series or class into a greater or lesser
number of Shares of that Series or class without thereby changing the
proportionate beneficial interest of the Shares of that Series or class
in the assets belonging to that Series or class or in any way affecting
the rights of Shares of any other Series or class."
3. It is the determination of the Trustees that approval of the
shareholders of the Trust is not required by the Investment Company Act of
1940, as amended, or other applicable law. This Amendment is made pursuant
to Article III, Section 5 of this Agreement and Declaration of Trust which
empowers the Trustees to change provisions relating to Shares of the Trust
and to Article VIII, Section 9, which empowers the Trustees to amend the
Agreement and Declaration of Trust by an instrument in writing signed by a
majority of the then Trustees.
We declare under penalty of perjury that the matters set forth in
this certificate are true and correct of our own knowledge.
Dated: OCTOBER 16, 1998
/S/ CHARLES B. JOHNSON
Charles B. Johnson Frank H. Abbott, III
/s/ HARRIS J. ASHTON
Lowell C. Anderson Harris J. Ashton
/S/ S. JOSEPH FORTUNATO
Robert F. Carlson S. Joseph Fortunato
/S/CHARLES E. JOHNSON /S/ RUPERT H. JOHNSON, JR.
Charles E. Johnson Rupert H. Johnson, Jr.
/S/ GORDON S. MACKLIN
Frank W.T. LaHaye Gordon S. Macklin
FRANKLIN VALUEMARK FUNDS
777 Mariners Island Blvd.
San Mateo, California 94404
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
Re: Distribution Agreement
Gentlemen:
We, FRANKLIN VALUEMARK FUNDS (the "Trust") , comprised of the series listed
on Attachment A (each a "Portfolio", and collectively, the "Portfolios") are
a Massachusetts business trust operating as an open-end management investment
company or "mutual fund", which is registered under the Investment Company
Act of 1940 (the "1940 Act"), and whose shares are registered under the
Securities Act of 1933 (the "1933 Act"). We desire to issue one or more
series or classes of our authorized but unissued shares of beneficial
interest (the "Shares") to authorized persons in accordance with applicable
Federal and State securities laws and in accordance with the terms of our
Prospectus as it may be amended from time to time ("Prospectus"). Currently,
Trust shares may be offered and sold at net asset value only to separate
accounts of insurance companies ("Insurance Companies") to fund the benefit
of variable life insurance policies and variable annuity contracts
("Contracts"). The Trusts' Shares may be made available in one or more
separate series, each of which may have one or more classes.
You have informed us that your company is registered as a broker-dealer under
the provisions of the Securities Exchange Act of 1934 and that your company
is a member of the National Association of Securities Dealers, Inc. You have
indicated your desire to act as the exclusive selling agent and distributor
for the Shares. We have been authorized to execute and deliver this
Distribution Agreement ("Agreement") to you by a resolution of our Board of
Trustees ("Board") passed at a meeting at which a majority of Board members,
including a majority who are not otherwise interested persons of the Trust
and who are not interested persons of our investment adviser, its related
organizations or with you or your related organizations, were present and
voted in favor of the said resolution approving this Agreement.
1. APPOINTMENT OF UNDERWRITER. Upon the execution of this Agreement
and in consideration of the agreements on your part herein expressed and upon
the terms and conditions set forth herein, we hereby appoint you as the
exclusive sales agent for our Shares and agree that we will deliver such
Shares as you may sell. You agree to use your best efforts to promote the
sale of Shares, but are not obligated to sell any specific number of Shares.
However, the Trust and each series retain the right to make direct
sales of its Shares without sales charges consistent with the terms of the
then current prospectus statement of additional information (hereinafter,
collectively, "Prospectus") and applicable law, and to engage in other
legally authorized transactions in its Shares which do not involve the sale
of Shares to the general public. Such other transactions may include,
without limitation, transactions between the Trust or any series or class and
its shareholders only, transactions involving the reorganization of the Trust
or any series, and transactions involving the merger or combination of the
Trust or any series with another corporation or trust.
2. INDEPENDENT CONTRACTOR. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no
authority or power to obligate or bind us by your actions, conduct or
contracts except that you are authorized to promote the sale of Shares. You
may appoint sub-agents or distribute through dealers or otherwise as you may
determine from time to time, but this Agreement shall not be construed as
authorizing any dealer or other person to accept orders for sale or
repurchase on our behalf or otherwise act as our agent for any purpose.
3. OFFERING PRICE. Shares shall be offered for sale at a price
equivalent to the net asset value per share of that series and class plus any
applicable percentage of the public offering price as sales commission, if
any, or as otherwise may be set forth in our then current Prospectus. On each
business day on which the New York Stock Exchange is open for business, we
will furnish you with the net asset value of the Shares of each available
series and class which shall be determined in accordance with our then
effective Prospectus. All Shares will be sold in the manner set forth in our
then effective Prospectus, and in compliance with applicable law.
4. COMPENSATION.
A. SALES COMMISSION. You shall be entitled to charge a sales
commission on the sale or redemption, as appropriate, of each series and
class of the Trust's shares in the amount of any initial, deferred or
contingent deferred sales charge, if any, as may be set forth in our then
effective Prospectus. You may allow any sub-agents or dealers such
commissions or discounts from and not exceeding the total sales commission as
you shall deem advisable, if and so long as any such commissions or discounts
are set forth in our current Prospectus to the extent required by the
applicable Federal and State securities laws. You may also make payments to
sub-agents or dealers from your own resources, subject to the following
conditions: (a) any such payments shall not create any obligation for or
recourse against a Trust or any series or class, and (b) the terms and
conditions of any such payments are consistent with our Prospectus and
applicable federal and state securities laws and are disclosed in our
Prospectus to the extent such laws may require.
B. DISTRIBUTION PLANS. You shall also be entitled to compensation
for your services as provided in any Distribution Plan adopted as to any
series and class of any Trust's Shares pursuant to Rule 12b-1 under the 1940
Act.
5. TERMS AND CONDITIONS OF SALES. Shares shall be offered for sale
only in those jurisdictions where they have been properly registered or are
exempt from registration, and only to those groups of persons which the Board
may from time to time determine to be eligible to purchase such Shares.
6. ORDERS AND PAYMENT OF SHARES. Orders for Shares shall be
directed to the Trust's shareholder services agent, for acceptance on behalf
of the Trust. At or prior to the time of delivery of any of our Shares you
will pay or cause to be paid to the custodian of the Trust's assets, for our
account, an amount in cash equal to the net asset value of such Shares.
Sales of Shares shall be deemed to be made when and where accepted by the
Trust's shareholder services agent. The Trust's custodian and shareholder
services agent shall be identified in the Prospectus.
7. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase our
Shares for your own account for purposes of resale to the public or any other
purpose, except that if our Prospectus is later amended to permit the sale of
our Shares to persons other than Insurance Companies, you may purchase Shares
for your own investment account upon your written assurance that the purchase
is for investment purposes and that the Shares will not be resold except
through redemption by us.
8. ALLOCATION OF EXPENSES. We will pay the expenses:
(a) Of the preparation of the audited and certified financial
statements of our company to be included in any
Post-Effective Amendments ("Amendments") to our
Registration Statement under the 1933 Act or 1940 Act,
including the Prospectus or in reports to existing
shareholders included therein;
(b) Of the preparation, including legal fees, and printing of
all Amendments or supplements filed with the Securities and
Exchange Commission, including the copies of the
Prospectuses included in the Amendments and the first 10
copies of the definitive Prospectuses or supplements
thereto, other than those necessitated by your (including
your "Parent's") activities or Rules and Regulations
related to your activities where such Amendments or
supplements result in expenses which we would not otherwise
have incurred;
(c) Of the preparation, printing and distribution of any
reports or communications which we send to our existing
shareholders; and
(d) Of filing and other fees to Federal and State securities,
insurance, or other regulatory authorities necessary to
continue offering our Shares.
You will pay the following expenses, except to the extent that the Insurance
Companies or others pay or agree to pay such expenses:
(a) Of printing the copies of the Prospectuses and any
supplements thereto which are necessary to continue to
offer our Shares;
(b) Of the preparation, excluding legal fees, and printing of
all Amendments and supplements to our Prospectuses if the
Amendment or supplement arises from your (including your
"Parent's") activities or Rules and Regulations related to
your activities and those expenses would not otherwise have
been incurred by us;
(c) Of printing additional copies, for use by you as sales
literature, of reports or other communications which we
have prepared for distribution to our existing
shareholders; and
(d) Incurred by you in advertising, promoting and selling our
Shares.
9. FURNISHING OF INFORMATION. We will furnish to you such
information with respect to each series and class of Shares, in such form and
signed by such of our officers as you may reasonably request, and we warrant
that the statements therein contained, when so signed, will be true and
correct. We will also furnish you with such information and will take such
action as you may reasonably request in order to qualify our Shares for sale
to the public under the Securities, insurance or other applicable laws of
jurisdictions in which you may wish to offer them. We will furnish you with
annual audited financial statements of our books and accounts certified by
independent public accountants, with semi-annual financial statements
prepared by us with registration statements, and, from time to time, with
such additional information regarding our financial condition as you may
reasonably request.
10. CONDUCT OF BUSINESS. Other than our currently effective
Prospectus, you will not issue any sales material or statements except
literature or advertising which conforms to the requirements of Federal and
State securities laws and regulations and which have been filed, where
necessary, with the appropriate regulatory authorities. You will furnish us
with copies of all such materials prior to their use and no such material
shall be published if we shall reasonably and promptly object.
You shall comply with the applicable Federal, State foreign or
other applicable laws and regulations where our Shares are offered for sale
and conduct your affairs with us and with dealers, brokers or investors in
accordance with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
11. REDEMPTION OR REPURCHASE WITHIN SEVEN DAYS. If Shares are
tendered to us for redemption or repurchase by us within seven business days
after your acceptance of the original purchase order for such Shares, you
will immediately refund to us the full sales commission (net of allowances to
dealers or brokers, if any) allowed to you on the original sale, and will
promptly, upon receipt thereof, pay to us any refunds from dealers or brokers
of the balance of sales commissions reallowed by you. We shall notify you of
such tender for redemption within 10 days of the day on which notice of such
tender for redemption is received by us.
12. OTHER ACTIVITIES. Your services pursuant to this Agreement shall
not be deemed to be exclusive, and you may render similar services and act as
an underwriter, distributor or dealer for other investment companies in the
offering of their shares.
13. TERM OF AGREEMENT. This Agreement shall become effective on the
date of its execution, and shall remain in effect for a period of two (2)
years. The Agreement is renewable annually thereafter, with respect to the
Trust or, if the Trust has more than one series, with respect to each series,
for successive periods not to exceed one year (i) by a vote of (a) a majority
of the outstanding voting securities of the Trust or, if the Trust has more
than one series, of each series, or (b) by a vote of the Board, and (ii) by a
vote of a majority of the members of the Board who are not parties to the
Agreement or interested persons of any parties to the Agreement (other than
as members of the Board), cast in person at a meeting called for the purpose
of voting on the Agreement.
This Agreement may at any time be terminated by the Trust or by
any series without the payment of any penalty, (i) either by vote of the
Board or by vote of a majority of the outstanding voting securities of the
Trust or any series on 90 days' written notice to you; or (ii) by you on 90
days' written notice to the Trust; and shall immediately terminate with
respect to Trust and each series in the event of its assignment.
14. SUSPENSION OF SALES. We reserve the right at all times to
suspend or limit the offering of Shares upon two days' written notice to you.
15. MISCELLANEOUS. This Agreement shall be subject to the laws of
the State of California and shall be interpreted and construed to further
promote the operation of the Trust as an open-end investment company but
shall not supersede or revise any Distribution Plan between the parties
adopted pursuant to Rule 12b-1 under the 1940 Act. As used herein, the terms
"Net Asset Value," "Offering Price," "Investment Company," "Open-End
Investment Company," "Assignment," "Principal Underwriter," "Interested
Person," "Parent," "Affiliated Person," and "Majority of the Outstanding
Voting Securities" shall have the meanings set forth in the 1933 Act or the
1940 Act and the Rules and Regulations thereunder.
Nothing herein shall be deemed to protect you against any liability to us or
to our securities holders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
If the foregoing meets with your approval, please acknowledge your acceptance
by signing the enclosed copy, whereupon this will become a binding agreement
as of the date set forth below.
Very truly yours,
FRANKLIN VALUEMARK FUNDS
By: /S/DEBORAH R. GATZEK
Deborah R. Gatzek
Vice President & Secretary
Accepted:
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /S/HARMON E. BURNS
Harmon E. Burns
Executive Vice President
DATED: SEPTEMBER 24, 1998
ATTACHMENT A
Money Market Fund
Growth and Income Fund
Natural Resources Securities Fund
Real Estate Securities Fund
Global Utilities Securities Fund
High Income Fund
Templeton Global Income Securities Fund
Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
Rising Dividends Fund
Templeton Pacific Growth Fund
Templeton International Equity Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton Global Asset Allocation Fund
Small Cap Fund
Capital Growth Fund
Templeton International Smaller Companies Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Global Health Care Securities Fund
Value Securities Fund
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 26
to the Registration Statement of Franklin Valuemark Funds on Form N-1A File No.
33-23493 of our report dated February 3, 1998 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,
1997, which is incorporated by reference in the Registration Statement.
/s/
PricewaterhouseCoopers LLP
San Francisco, California
November 26, 1998
CLASS 2 DISTRIBUTION PLAN
I. Investment Company: Franklin Valuemark Funds
II. Funds: Money Market Fund
Growth and Income Fund
Natural Resources Securities Fund
Real Estate Securities Fund
Global Utilities Securities Fund
High Income Fund
Templeton Global Income Securities Fund
Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
Rising Dividends Fund
Templeton Pacific Growth Fund
Templeton International Equity Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton Global Asset Allocation Fund
Small Cap Fund
Capital Growth Fund
Templeton International Smaller Companies Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Global Health Care Securities Fund
Value Securities Fund
PREAMBLE TO CLASS 2 DISTRIBUTION PLAN
Franklin Valuemark Funds ("Investment Company") is an open-end management
investment company organized as a Massachusetts business trust, which offers
the shares of beneficial interest of its series (each, a "Fund") to certain
life insurance companies ("Insurance Companies") for allocation to certain of
their separate accounts established for the purpose of funding variable
annuity contracts and variable life insurance policies (collectively,
"Variable Contracts").
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Act") by the Investment
Company for the class 2 (the "Class") shares of each Fund named above, which
Plan shall take effect on the date class 2 shares of the Funds are first
offered (the "Effective Date of the Plan"). The Plan has been approved by a
majority of the Board of Trustees of the Investment Company (the "Board"),
including a majority of the Board members who are not interested persons of
the Investment Company and who have no direct or indirect financial interest
in the operation of the Plan (the "non-interested Board members"), cast in
person at a meeting called for the purpose of voting on such Plan.
The Board's approval included a determination that in the exercise of their
reasonable business judgment and in light of their fiduciary duties, there is
a reasonable likelihood that the Plan will benefit each Fund and its Class 2
shareholders.
DISTRIBUTION PLAN
1. Each Fund shall pay Franklin/Templeton Distributors, Inc.
("Distributors"), the Insurance Companies or others for activities primarily
intended to sell Class 2 shares or Variable Contracts offering Class 2
shares. Payments made under the Plan may be used for, among other things,
the printing of prospectuses and reports used for sales purposes, preparing
and distributing sales literature and related expenses, advertisements,
education of contract owners or dealers and their representatives, and other
distribution-related expenses, including a prorated portion of Distributors'
or the Insurance Companies' overhead expenses attributable to the
distribution of these Variable Contracts. Payments made under the Plan may
also be used to pay Insurance Companies, dealers or others for, among other
things, service fees as defined under NASD rules, furnishing personal
services or such other enhanced services as a Fund or a Variable Contract may
require, or maintaining customer accounts and records. Agreements for the
payment of fees to the Insurance Companies or others shall be in a form which
has been approved from time to time by the Board, including the
non-interested Board members.
2. The maximum amount which may be paid by each Fund shall be .35% per
annum of the average daily net assets represented by shares of the Fund's
Class 2. These payments shall be made quarterly by each Fund to Distributors,
the Insurance Companies or others. Expenses in excess of these maximum
annual rates that otherwise qualify for payment shall not be carried forward
into successive annual periods.
3. In no event shall the aggregate asset-based sales charges exceed the
amount permitted to be paid pursuant to the Rules of Conduct of the National
Association of Securities Dealers, Inc.
4. Distributors shall furnish to the Board, for its review, on a quarterly
basis, a written report of the monies paid to it, to the Insurance Companies
and to others under the Plan, and shall furnish the Board with such other
information as the Board may reasonably request in connection with the
payments made under the Plan in order to enable the Board to make an informed
determination of whether the Plan should be continued.
5. The Plan shall continue in effect for a period of more than one year
with respect to a Fund only so long as such continuance is specifically
approved at least annually by a vote of the Board, including the
non-interested Board members, cast in person at a meeting called for the
purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to this Plan, may be
terminated with respect to the Class 2 shares of any Fund at any time,
without penalty, by vote of a majority of the outstanding Class 2 shares of
the Fund or by vote of a majority of the non-interested Board members, on not
more than sixty (60) days' written notice, or by Distributors on not more
than sixty (60) days' written notice, and shall terminate automatically in
the event of any act that constitutes an assignment of the Management
Agreement between the Investment Company on behalf of the Fund and the Fund's
Adviser.
7. The Plan, and any agreements entered into pursuant to this Plan, may
not be amended to increase materially the amount to be spent by any Fund
pursuant to Paragraph 2 hereof without approval by a majority of the Fund's
outstanding Class 2 shares.
8. All material amendments to the Plan, or any agreements entered into
pursuant to this Plan, shall be approved by a vote of the non-interested
Board members cast in person at a meeting called for the purpose of voting on
any such amendment.
9. So long as the Plan is in effect, the selection and nomination of the
Investment Company's non-interested Board members shall be committed to the
discretion of such non-interested Board members.
This Plan and the terms and provisions thereof are hereby accepted and agreed
to by the Investment Company, on behalf of the Class 2 shares of each Fund,
and Distributors as evidenced by their execution hereof.
FRANKLIN VALUEMARK FUNDS
By: /S/DEBORAH R. GATZEK
Deborah R. Gatzek
Vice President & Secretary
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /S/HARMON E. BURNS
Harmon E. Burns
Executive Vice President
Date: October 16, 1998
FRANKLIN VALUEMARK FUNDS
on behalf of
Money Market Fund
Growth and Income Fund
Natural Resources Securities Fund
Real Estate Securities Fund
Global Utilities Securities Fund
High Income Fund
Templeton Global Income Securities Fund
Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
Rising Dividends Fund
Templeton Pacific Growth Fund
Templeton International Equity Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton Global Asset Allocation Fund
Small Cap Fund
Capital Growth Fund
Templeton International Smaller Companies Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Global Health Care Securities Fund
Value Securities Fund
MULTIPLE CLASS PLAN
This Multiple Class Plan (the "Plan") has been adopted by a majority of
the Board of Trustees of Franklin Valuemark Funds (the "Investment Company")
on behalf of each series named above (each, a "Multi-Class Fund"). The Board
has determined that the Plan is in the best interests of each class of each
Multi-Class Fund and of the Investment Company as a whole. The Plan sets
forth the provisions relating to the establishment of multiple classes of
shares ("Shares") of the Multi-Class Funds.
1. Each Multi-Class Fund shall offer two classes of shares, to be
known as Class 1 and Class 2 Shares.
2. All Shares shall be sold solely to certain life insurance company
("Insurance Company") variable accounts for the purpose of funding certain
variable annuity and variable life insurance contracts ("Variable Contracts")
and to such other investors as are determined to be eligible to purchase
Shares. Neither Class of Shares shall be subject to any front-end or
deferred sales charges.
3. The distribution plan adopted by the Investment Company pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the
"Rule 12b-1 Plan") associated with the Class 2 Shares may be used to pay
Franklin/Templeton Distributors, Inc. ("Distributors"), the Insurance
Companies or others to assist in the promotion and distribution of Class 2
shares or Variable Contracts offering Class 2 shares. Payments made under the
Plan may be used for, among other things, the printing of prospectuses and
reports used for sales purposes, preparing and distributing sales literature
and related expenses, advertisements, education of contract owners or dealers
and their representatives, and other distribution-related expenses, including
a prorated portion of Distributors' or the Insurance Companies' overhead
expenses attributable to the distribution of these Variable Contracts.
Payments made under the Plan may also be used to pay Insurance Companies,
dealers or others for, among other things, furnishing personal services and
maintaining customer accounts and records, or as service fees as defined
under NASD rules. Agreements for the payment of fees to the Insurance
Companies or others shall be in a form which has been approved from time to
time by the Board, including the non-interested Board members.
The Investment Company has adopted 12b-1 Plans for Class 1 shares as
part of the Multi-Class Funds' separate Management Agreements which provides
that a Multi-Class Fund will not make any additional payments pursuant to the
Plans other than payments for which the Multi-Class Funds are otherwise
obligated to make pursuant to the applicable Management Agreement or as
incurred in the ordinary course of the Multi-Class Funds' business.
4. The only difference currently in expenses as between Class 1 and
Class 2 Shares shall relate to differences in Rule 12b-1 plan expenses.
5. There are currently no conversion features associated with the
Class 1 and Class 2 Shares.
6. Shares of either class may be exchangeable for Shares of the same
or different classes of another series of the Investment Company or of
another underlying investment company according to the terms and conditions
related to transfer privileges set forth in the Variable Contract
prospectuses, as they may be amended from time to time.
7. Each Class will vote separately with respect to any Rule 12b-1
Plan related to that Class.
8. On an ongoing basis, the Investment Company's Board members,
pursuant to their fiduciary responsibilities under the 1940 Act and
otherwise, will monitor the Multi-Class Funds for the existence of any
material conflicts between the interests of the various classes of shares.
The Board members, including a majority of the Board members who are not
interested persons of the Investment Company as defined by the Act, shall
take such action as is reasonably necessary to eliminate any such conflict
that may develop. The investment advisers of each Multi-Class Fund and
Distributors shall be responsible for alerting the Board to any material
conflicts that arise.
9. All material amendments to this Plan must be approved by a
majority of the Investment Company's Board members, including a majority of
the Board members who are not interested persons of the Investment Company as
defined by the Act.
10. I, Deborah R. Gatzek, Secretary of Franklin Valuemark Funds do
hereby certify that this Multiple Class Plan was adopted by the Board of
Trustees of the Investment Company on October 16, 1998.
/S/ DEBORAH R. GATZEK
Deborah R. Gatzek
Secretary
