TEMPLETON GLOBAL OPPORTUNITIES TRUST
THIS STATEMENT OF ADDITIONAL INFORMATION DATED
MAY 1, 1994, AS SUPPLEMENTED NOVEMBER 4, 1994, IS NOT A PROSPECTUS.
IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF
TEMPLETON GLOBAL OPPORTUNITIES TRUST DATED MAY 1, 1994,
AS SUPPLEMENTED JUNE 15, 1994, WHICH MAY BE OBTAINED WITHOUT
CHARGE UPON REQUEST TO THE PRINCIPAL UNDERWRITER,
FRANKLIN TEMPLETON DISTRIBUTORS, INC.,
700 CENTRAL AVENUE, P.O. BOX 33030,
ST. PETERSBURG, FLORIDA 33733-8030
TOLL FREE TELEPHONE: (800) 237-0738
TABLE OF CONTENTS
General Information and History 1
Investment Objective and Policies
. . . . . . . . . . . . . . 2
-Investment Policies . . . 2
-Repurchase Agreements . . 2
-Debt Securities . . . . . 2
-Futures Contracts . . . . 4
-Options on Securities or Indices
. . . . . . . . . . . . . . 4
-Foreign Currency Hedging
Transactions . . . . . . . 7
-Investment Restrictions . 8
-Risk Factors . . . . . . 10
-Trading Policies . . . . 13
Management of the Fund . . 13
Principal Shareholders . . 20
Investment Management and Other
Services . . . . . . . 20
-Investment Management Agreement
. . . . . . . . . . . . . . 20
-Management Fees . . . . . 21
-Templeton Investment Counsel,
Inc. . . . . . . . . . . . 22
-Sub-Advisory Agreement . 22
-Research Services . . . . 23
-Business Manager . . . . 23
-Custodian and Transfer Agent 25
-Legal Counsel . . . . . . . 25
-Independent Accountants . . 25
-Reports to Shareholders . . 25
Brokerage Allocation . . . . 26
Purchase, Redemption and
Pricing of Shares . . . . . 29
-Ownership and Authority Disputes
30
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-Tax Deferred Retirement Plans 30
-Letter of Intent . . . . . 31
Tax Status . . . . . . . . . 32
-Distributions . . . . . . . 35
-Options and Hedging Transactions
36
-Currency Fluctuations--"Section
988" Gains or Losses . . . 37
-Sale of Shares . . . . . . 38
-Foreign Taxes . . . . . . . 38
-Backup Withholding . . . . 39
-Foreign Shareholders . . . 39
-Other Taxation . . . . . . 40
Principal Underwriter . . . . 40
Description of Shares . . . . 42
Performance Information . . . 43
Financial Statements . . . . 46
GENERAL INFORMATION AND HISTORY
Templeton Global Opportunities Trust (the "Fund") was
organized as a Massachusetts business trust on October 2, 1989,
and is registered under the Investment Company Act of 1940 (the
"1940 Act") as an open-end diversified management investment
company.
INVESTMENT OBJECTIVE AND POLICIES
Investment Policies. The Fund's investment objective and
policies are described in the Prospectus under the heading
"General Description -- Investment Objective and Policies."
Repurchase Agreements. Repurchase agreements are contracts
under which the buyer of a security simultaneously commits to
resell the security to the seller at an agreed upon price and
date. Under a repurchase agreement, the seller is required to
maintain the value of the securities subject to the repurchase
agreement at not less than their repurchase price. Templeton
Investment Counsel, Inc. (the "Investment Manager") will monitor
the value of such securities daily to determine that the value
equals or exceeds the repurchase price. Repurchase agreements
may involve risks in the event of default or insolvency of the
seller, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. The Fund will
enter into repurchase agreements only with parties who meet
creditworthiness standards approved by the Board of Trustees,
i.e., banks or broker-dealers which have been determined by the
Investment Manager to present no serious risk of becoming
involved in bankruptcy proceedings within the time frame
contemplated by the repurchase transaction.
Debt Securities. The Fund may invest in debt securities
which are rated at least Caa by Moody's or CCC by S&P or deemed
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to be of comparable quality by the Investment Manager. As an
operating policy, the Fund will invest no more than 5% of its
assets in debt securities rated Baa or lower by Moody's or BBB or
lower by S&P. The market value of debt securities generally
varies in response to changes in interest rates and the financial
condition of each issuer. During periods of declining interest
rates, the value of debt securities generally increases.
Conversely, during periods of rising interest rates, the value of
such securities generally declines. These changes in market
value will be reflected in the Fund's net asset value.
Bonds rated Caa by Moody's are of poor standing. Such
securities may be in default or there may be present elements of
danger with respect to principal or interest. Bonds rated CCC by
S&P are regarded, on balance, as speculative. Such securities
will have some quality and protective characteristics, but these
are outweighed by large uncertainties or major risk exposures to
adverse conditions.
Although they may offer higher yields than do higher rated
securities, low rated and unrated debt securities generally
involve greater volatility of price and risk of principal and
income, including the possibility of default by, or bankruptcy
of, the issuers of the securities. In addition, the markets in
which low rated and unrated debt securities are traded are more
limited than those in which higher rated securities are traded.
The existence of limited markets for particular securities may
diminish the Fund's ability to sell the securities at fair value
either to meet redemption requests or to respond to a specific
economic event such as a deterioration in the creditworthiness of
the issuer. Reduced secondary market liquidity for certain low
rated or unrated debt securities may also make it more difficult
for the Fund to obtain accurate market quotations for the
purposes of valuing the Fund's portfolio. Market quotations are
generally available on many low rated or unrated securities only
from a limited number of dealers and may not necessarily
represent firm bids of such dealers or prices for actual sales.
Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and
liquidity of low rated debt securities, especially in a thinly
traded market. Analysis of the creditworthiness of issuers of
low rated debt securities may be more complex than for issuers of
higher rated securities, and the ability of the Fund to achieve
its investment objective may, to the extent of investment in low
rated debt securities, be more dependent upon such
creditworthiness analysis than would be the case if the Fund were
investing in higher rated securities.
Low rated debt securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions
than investment grade securities. The prices of low rated debt
securities have been found to be less sensitive to interest rate
changes than higher rated investments, but more sensitive to
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adverse economic downturns or individual corporate developments.
A projection of an economic downturn or of a period of rising
interest rates, for example, could cause a decline in low rated
debt securities prices because the advent of a recession could
lessen the ability of a highly leveraged company to make
principal and interest payments on its debt securities. If the
issuer of low rated debt securities defaults, the Fund may incur
additional expenses to seek recovery.
The Fund may accrue and report interest on high yield bonds
structured as zero coupon bonds or pay-in-kind securities as
income even though it receives no cash interest until the
security's maturity or payment date. In order to qualify for
beneficial tax treatment, the Fund must distribute substantially
all of its income to shareholders (see "Tax Status"). Thus, the
Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash or leverage itself
by borrowing cash, so that it may satisfy the distribution
requirement.
Recent legislation, which requires federally-insured savings
and loan associations to divest their investments in low rated
debt securities, may have a material adverse effect on the Fund's
net asset value and investment practices.
Futures Contracts. The Fund may purchase and sell financial
futures contracts. Although some financial futures contracts
call for making or taking delivery of the underlying securities,
in most cases these obligations are closed out before the
settlement date. The closing of a contractual obligation is
accomplished by purchasing or selling an identical offsetting
futures contract. Other financial futures contracts by their
terms call for cash settlements.
The Fund may also buy and sell index futures contracts with
respect to any stock index traded on a recognized stock exchange
or board of trade. An index futures contract is a contract to
buy or sell units of an index at a specified future date at a
price agreed upon when the contract is made. The stock index
futures contract specifies that no delivery of the actual stocks
making up the index will take place. Instead, settlement in cash
must occur upon the termination of the contract, with the
settlement being the difference between the contract price and
the actual level of the stock index at the expiration of the
contract.
At the time the Fund purchases a futures contract, an amount
of cash, U.S. Government securities, or other highly liquid debt
securities equal to the market value of the futures contract will
be deposited in a segregated account with the Fund's custodian.
When writing a futures contract, the Fund will maintain with its
custodian liquid assets that, when added to the amounts deposited
with a futures commission merchant or broker as margin, are equal
to the market value of the instruments underlying the contract.
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Alternatively, the Fund may "cover" its position by owning the
instruments underlying the contract (or, in the case of an index
futures contract, a portfolio with a volatility substantially
similar to that of the index on which the futures contract is
based), or holding a call option permitting the Fund to purchase
the same futures contract at a price no higher than the price of
the contract written by the Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's
custodian).
Options on Securities or Indices. The Fund may write
covered call and put options and purchase call and put options on
securities or stock indices that are traded on United States and
foreign exchanges and in the over-the-counter markets.
An option on a security is a contract that gives the
purchaser of the option, in return for the premium paid, the
right to buy a specified security (in the case of a call option)
or to sell a specified security (in the case of a put option)
from or to the writer of the option at a designated price during
the term of the option. An option on a securities index gives
the purchaser of the option, in return for the premium paid, the
right to receive from the seller cash equal to the difference
between the closing price of the index and the exercise price of
the option.
The Fund may write a call or put option only if the option
is "covered." A call option on a security written by the Fund is
"covered" if the Fund owns the underlying security covered by the
call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional
cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its
portfolio. A call option on a security is also covered if the
Fund holds a call on the same security and in the same principal
amount as the call written where the exercise price of the call
held (a) is equal to or less than the exercise price of the call
written or (b) is greater than the exercise price of the call
written if the difference is maintained by the Fund in cash or
high grade U.S. Government securities in a segregated account
with its custodian. A put option on a security written by the
Fund is "covered" if the Fund maintains cash or fixed income
securities with a value equal to the exercise price in a
segregated account 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 Fund will cover call options on stock indices that it
writes by owning securities whose price changes, in the opinion
of the Investment Manager, are expected to be similar to those of
the index, or in such other manner as may be in accordance with
the rules of the exchange on which the option is traded and
applicable laws and regulations. Nevertheless, where the Fund
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covers a call option on a stock index through ownership of
securities, such securities may not match the composition of the
index. In that event, the Fund will not be fully covered and
could be subject to risk of loss in the event of adverse changes
in the value of the index. The Fund will cover put options on
stock indices that it writes by segregating assets equal to the
option's exercise price, or in such other manner as may be in
accordance with the rules of the exchange on which the option is
traded and applicable laws and regulations.
The Fund will receive a premium from writing a put or call
option, which increases the Fund's gross income in the event the
option expires unexercised or is closed out at a profit. If the
value of a security or an index on which the Fund has written a
call option falls or remains the same, the Fund will realize a
profit in the form of the premium received (less transaction
costs) that could offset all or a portion of any decline in the
value of the portfolio securities being hedged. If the value of
the underlying security or index rises, however, the Fund will
realize a loss in its call option position, which will reduce the
benefit of any unrealized appreciation in the Fund's investments.
By writing a put option, the Fund assumes the risk of a decline
in the underlying security or index. To the extent that the
price changes of the portfolio securities being hedged correlate
with changes in the value of the underlying security or index,
writing covered put options on indices or securities will
increase the Fund's losses in the event of a market decline,
although such losses will be offset in part by the premium
received for writing the option.
The Fund may also purchase put options to hedge its
investments against a decline in value. By purchasing a put
option, the Fund will seek to offset a decline in the value of
the portfolio securities being hedged through appreciation of the
put option. If the value of the Fund's investments does not
decline as anticipated, or if the value of the option does not
increase, the Fund's loss will be limited to the premium paid for
the option plus related transaction costs. The success of this
strategy will depend, in part, on the accuracy of the correlation
between the changes in value of the underlying security or index
and the changes in value of the Fund's security holdings being
hedged.
The Fund may purchase call options on individual securities
to hedge against an increase in the price of securities that the
Fund anticipates purchasing in the future. Similarly, the Fund
may purchase call options on a securities index to attempt to
reduce the risk of missing a broad market advance, or an advance
in an industry or market segment, at a time when the Fund holds
uninvested cash or short-term debt securities awaiting
investment. When purchasing call options, the Fund will bear the
risk of losing all or a portion of the premium paid if the value
of the underlying security or index does not rise.
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There can be no assurance that a liquid market will exist
when the Fund seeks to close out an option position. Trading
could be interrupted, for example, because of supply and demand
imbalances arising from a lack of either buyers or sellers, or
the options exchange could suspend trading after the price has
risen or fallen more than the maximum specified by the exchange.
Although the Fund may be able to offset to some extent any
adverse effects of being unable to liquidate an option position,
the Fund may experience losses in some cases as a result of such
inability.
Foreign Currency Hedging Transactions. In order to hedge
against foreign currency exchange rate risks, the Fund may enter
into forward foreign currency exchange contracts and foreign
currency futures contracts, as well as purchase put or call
options on foreign currencies, as described below. The Fund may
also conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market.
The Fund may enter into forward foreign currency exchange
contracts ("forward contracts") to attempt to minimize the risk
to the Fund from adverse changes in the relationship between the
U.S. dollar and foreign currencies. A forward contract is an
obligation to purchase or sell a specific currency for an agreed
price at a future date which is individually negotiated and
privately traded by currency traders and their customers. The
Fund may enter into a forward contract, for example, when it
enters into a contract for the purchase or sale of a security
denominated in a foreign currency in order to "lock in" the U.S.
dollar price of the security. In addition, for example, when the
Fund believes that a foreign currency may suffer or enjoy a
substantial movement against another currency, it may enter into
a forward contract to sell an amount of the former foreign
currency approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. This
second investment practice is generally referred to as "cross-
hedging." Because in connection with the Fund's forward foreign
currency transactions an amount of the Fund's assets equal to the
amount of the purchase will be held aside or segregated to be
used to pay for the commitment, the Fund will always have cash,
cash equivalents or high quality debt securities available
sufficient to cover any commitments under these contracts or to
limit any potential risk. The segregated account will be marked-
to-market on a daily basis. While these contracts are not
presently regulated by the Commodity Futures Trading Commission
("CFTC"), the CFTC may in the future assert authority to regulate
forward contracts. In such event, the Fund's ability to utilize
forward contracts in the manner set forth above may be
restricted. Forward contracts may limit potential gain from a
positive change in the relationship between the U.S. dollar and
foreign currencies. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had
not engaged in such contracts.
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The Fund may purchase and write put and call options on
foreign currencies for the purpose of protecting against declines
in the dollar value of foreign portfolio securities and against
increases in the dollar cost of foreign securities to be
acquired. As in the case with other kinds of options, however,
the writing of an option on foreign currency will constitute only
a partial hedge, up to the amount of the premium received, and
the Fund could be required to purchase or sell foreign currencies
at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on foreign currency may constitute an
effective hedge against fluctuation in exchange rates, although,
in the event of rate movements adverse to the Fund's position,
the Fund may forfeit the entire amount of the premium plus
related transaction costs. Options on foreign currencies to be
written or purchased by the Fund will be traded on U.S. and
foreign exchanges or over-the-counter.
The Fund may enter into exchange-traded contracts for the
purchase or sale for future delivery of foreign currencies
("foreign currency futures"). This investment technique will be
used only to hedge against anticipated future changes in exchange
rates which otherwise might adversely affect the value of the
Fund's portfolio securities or adversely affect the prices of
securities that the Fund intends to purchase at a later date.
The successful use of foreign currency futures will usually
depend on the Investment Manager's ability to forecast currency
exchange rate movements correctly. Should exchange rates move in
an unexpected manner, the Fund may not achieve the anticipated
benefits of foreign currency futures or may realize losses.
Investment Restrictions. The Fund has imposed upon itself
certain investment restrictions, which together with the
investment policies are fundamental policies except as otherwise
indicated. No changes in the Fund's investment policies or
investment restrictions (except those which are not fundamental
policies) can be made without approval of the Shareholders. For
this purpose, the provisions in the 1940 Act require the
affirmative vote of the lesser of either (a) 67% or more of the
Shares present at a Shareholders' meeting at which more than 50%
of the outstanding Shares are present or represented by proxy or
(b) more than 50% of the outstanding Shares of the Fund.
In accordance with these restrictions, the Fund will not:
1. Invest in real estate or mortgages on real estate (although
the Fund may invest in marketable securities secured by real
estate or interests therein or issued by companies or
investment trusts which invest in real estate or interest
therein); invest in interests (other than debentures or
equity stock interests) in oil, gas or other mineral
exploration or development programs; purchase or sell
commodity contracts except stock index futures contracts;
invest in other open-end investment companies or, as an
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operating policy approved by the Board of Trustees, invest
in closed-end investment companies.
2. Purchase or retain securities of any company in which
Trustees or Officers of the Fund or of its Investment
Manager, individually owning more than 1/2 of 1% of the
securities of such company, in the aggregate own more than
5% of the securities of such company.
3. Invest more than 5% of its total assets in the securities of
any one issuer (exclusive of U.S. Government securities).
4. Purchase more than 10% of any class of securities of any one
company, including more than 10% of its outstanding voting
securities, or invest in any company for the purpose of
exercising control or management.
5. Act as an underwriter; issue senior securities except as set
forth in investment restriction 7 below; or purchase on
margin or sell short (but the Fund may make margin payments
in connection with options on securities or securities
indices, foreign currencies, futures contracts and related
options, and forward contracts and related options).
6. Loan money, apart from the purchase of a portion of an issue
of publicly distributed bonds, debentures, notes and other
evidences of indebtedness, although the Fund may enter into
repurchase agreements and lend its portfolio securities.
7. Borrow money, except that the Fund may borrow money from
banks in an amount not exceeding 10% of the value of the
Fund's total assets (not including the amount borrowed), or
pledge, mortgage or hypothecate its assets for any purpose,
except to secure borrowings and then only to an extent not
greater than 15% of the Fund's total assets. Arrangements
with respect to margin for futures contracts, forward
contracts and related options are not deemed to be a pledge
of assets.
8. Invest more than 5% of the value of the Fund's total assets
in securities of issuers which have been in continuous
operation less than three years.
9. Invest more than 5% of the Fund's total assets in warrants,
whether or not listed on the New York or American Stock
Exchange, including no more than 2% of its total assets
which may be invested in warrants that are not listed on
those exchanges. Warrants acquired by the Fund in units or
attached to securities are not included in this restriction.
10. Invest more than 15% of the Fund's total assets in
securities of foreign issuers that are not listed on a
recognized United States or foreign securities exchange,
including no more than 10% of its total assets in restricted
<PAGE>
securities, securities that are not readily marketable,
repurchase agreements having more than seven days to
maturity, and over-the-counter options purchased by the
Fund. Assets used as cover for over-the-counter options
written by the Fund are considered not readily marketable.
11. Invest more than 25% of the Fund's total assets in a single
industry.
12. Participate on a joint or a joint and several basis in any
trading account in securities. (See "Investment Objective
and Policies--Trading Policies" as to transactions in the
same securities for the Fund and other Templeton Funds and
clients.)
Whenever any investment policy or investment restriction
states a maximum percentage of the Fund's assets which may be
invested in any security or other property, it is intended that
such maximum percentage limitation be determined immediately
after and as a result of the Fund's acquisition of such security
or property. Assets are calculated as described in the
Prospectus under the heading "How to Buy Shares of the Fund." If
the Fund receives from an issuer of securities held by the Fund
subscription rights to purchase securities of that issuer, and if
the Fund exercises such subscription rights at a time when the
Fund's portfolio holdings of securities of that issuer would
otherwise exceed the limits set forth in investment restrictions
3 or 11 above, it will not constitute a violation if, prior to
receipt of securities upon exercise of such rights, and after
announcement of such rights, the Fund has sold at least as many
securities of the same class and value as it would receive on
exercise of such rights.
Risk Factors. The Fund has an unlimited right to purchase
securities in any developed foreign country, and may invest up to
25% of its total assets in securities in underdeveloped
countries. 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
inherent in domestic investments. There may be less publicly
available information about foreign companies comparable to the
reports and ratings published about companies in the United
States. 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 United States companies. Foreign markets
have substantially less volume than the New York Stock Exchange
and securities of some foreign companies are less liquid and more
volatile than securities of comparable United States companies.
Commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the United States, are
likely to be higher. In many foreign countries there is less
government supervision and regulation of stock exchanges, brokers
and listed companies than in the United States.
<PAGE>
Investments in companies domiciled in developing countries
may be subject to potentially higher risks than investments in
developed countries. These risks include (i) less social,
political and economic stability; (ii) the small current size of
the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of
liquidity and in greater price volatility; (iii) certain national
policies which may restrict the Fund's investment opportunities,
including restrictions on investment in issuers or industries
deemed sensitive to national interests; (iv) foreign taxation;
(v) the absence of developed structures governing private or
foreign investment or allowing for judicial redress for injury to
private property; (vi) the absence, until recently in certain
Eastern European countries, of a capital market structure or
market-oriented economy; and (vii) the possibility that recent
favorable economic developments in Eastern Europe may be slowed
or reversed by unanticipated political or social events in such
countries.
Despite the recent dissolution of the Soviet Union, the
Communist Party may continue to exercise a significant or, in
some countries, dominant role in certain Eastern European
countries. To the extent of the Communist Party's influence,
investments in such countries will involve risks of
nationalization, expropriation and confiscatory taxation. The
communist governments of a number of Eastern European countries
expropriated large amounts of private property in the past, in
many cases without adequate compensation, and there can be no
assurance that such expropriation will not occur in the future.
In the event of such expropriation, the Fund could lose a
substantial portion of any investments it has made in the
affected countries. Further, no accounting standards exist in
Eastern European countries. Finally, even though certain Eastern
European currencies may be convertible into U.S. dollars, the
conversion rates may be artificial to the actual market values
and may be adverse to Fund Shareholders.
The Fund endeavors 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 the Fund changes investments 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 the Fund from
transferring cash out of the country, withhold portions of
interest and dividends at the source, or impose other taxes, with
respect to the Fund's investments in securities of issuers of
that country. Although the management places the Fund's
investments only in foreign nations which it considers as having
relatively stable and friendly governments, there is the
possibility of expropriation, nationalization, confiscatory or
other taxation, foreign exchange controls (which may include
suspension of the ability to transfer currency from a given
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country), default in foreign government securities, political or
social instability or diplomatic developments that could affect
investments in securities of issuers in foreign nations.
The Fund may be affected either unfavorably or favorably by
fluctuations in the relative rates of exchange between the
currencies of different nations, by exchange control regulations
and by indigenous economic and political developments. Through
the Fund's flexible policy, management endeavors to avoid
unfavorable consequences and to take advantage of favorable
developments in particular nations where from time to time it
places the Fund's investments.
The exercise of this flexible 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.
The Trustees consider at least annually the likelihood of
the imposition by any foreign government of exchange control
restrictions which would affect the liquidity of the Fund's
assets maintained with custodians in foreign countries, as well
as the degree of risk from political acts of foreign governments
to which such assets may be exposed. The Trustees also consider
the degree of risk involved through the holding of portfolio
securities in domestic and foreign securities depositories (see
"Investment Management and Other Services--Custodian and Transfer
Agent"). However, in the absence of willful misfeasance, bad
faith or gross negligence on the part of the Investment Manager,
any losses resulting from the holding of the Fund's portfolio
securities in foreign countries and/or with securities
depositories will be at the risk of the Shareholders. No
assurance can be given that the Trustees' appraisal of the risks
will always be correct or that such exchange control restrictions
or political acts of foreign governments might not occur.
The Fund's ability to reduce or eliminate its futures and
related options positions will depend upon the liquidity of the
secondary markets for such futures and options. The Fund intends
to purchase or sell futures and related options only on exchanges
or boards of trade where there appears to be an active secondary
market, but there is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time.
Use of stock index futures and related options for hedging may
involve risks because of imperfect correlations between movements
in the prices of the futures or related options and movements in
the prices of the securities being hedged. Successful use of
futures and related options by the Fund for hedging purposes also
depends upon the Investment Manager's ability to predict
correctly movements in the direction of the market, as to which
no assurance can be given.
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Trading Policies. The Investment Manager and its affiliated
companies serve as investment manager to other investment
companies and private clients. Accordingly, the respective
portfolios of these funds and clients may contain many or some of
the same securities. When any two or more of these funds or
clients are engaged simultaneously in the purchase or sale of the
same security, the transactions will be placed for execution in a
manner designed to be equitable to each party. The larger size
of the transaction may affect the price of the security and/or
the quantity which may be bought or sold for each party. If the
transaction is large enough, brokerage commissions may be
negotiated below those otherwise chargeable.
Sale or purchase of securities, without payment of brokerage
commissions, fees (except customary transfer fees) or other
remuneration in connection therewith, may be effected between any
of these funds, or between funds and private clients, under
procedures adopted pursuant to Rule 17a-7 under the 1940 Act.
MANAGEMENT OF THE FUND
The name, address, principal occupation during the past five
years and other information with respect to each of the Trustees
and Principal Executive Officers of the Fund are as follows:
Name, Address and Principal Occupation
Offices with Fund During the Past Five
Years
JOHN M. TEMPLETON* Chairman of the Board of
Lyford Cay other Templeton Funds;
Nassau, Bahamas president of First Trust
Chairman of the Board Bank, Ltd., Nassau,
Bahamas; and previously
chairman of the board
and employee of
Templeton, Galbraith &
Hansberger Ltd. (prior
to October 30, 1992).
RUPERT H. JOHNSON, JR.* Executive vice president
777 Mariners Island Blvd. and director of Franklin
San Mateo, California Resources, Inc.;
Trustee president and director,
Franklin Advisers, Inc.;
executive vice president
and director, Franklin
Templeton Distributors,
Inc.; director, Franklin
Administrative Services,
Inc.; director or
trustee of other
Templeton funds; and
<PAGE>
officer and/or director,
trustee or managing
general partner, as the
case may be, of most
other subsidiaries of
Franklin Resources,
Inc., and of most of the
investment companies in
the Franklin Group of
Funds.
WILLIAM YOUNG BOYD II Owner and operator of
Apartado Postal 805 Boyd Steamship
Panama 1, Panama Corporation; a director
Trustee or trustee of other
Templeton Funds.
CONSTANTINE DEAN TSERETOPOULOS Physician, Lyford Cay
Lyford Cay Hospital Hospital (July 1987-
P.O. Box N-7776 present); Cardiology
Nassau, Bahamas Fellow, University of
Trustee Maryland (July 1985 -
July 1987); Internal
Medicine Intern, Greater
Baltimore Medical Center
(July 1982 - July 1985);
a director or trustee of
other Templeton Funds.
FRANK J. CROTHERS President, Atlantic
P.O. Box N-3238 Equipment & Power Ltd; a
Nassau, Bahamas director or trustee of
Trustee other Templeton Funds.
HARRIS J. ASHTON Chairman of the board,
Metro Center, 1 Station Place president and chief
Stamford, Connecticut executive officer of
Trustee General Host Corporation
(nursery and craft
centers); director of
RBC Holdings Inc. (a
bank holding company)
and Bar-S Foods;
director or trustee of
other Templeton Funds;
and director, trustee or
managing general
partner, as the case may
be, for most of the
investment companies in
the Franklin Templeton
Group of Funds.
S. JOSEPH FORTUNATO Member of the law firm
<PAGE>
200 Campus Drive of Pitney, Hardin, Kipp
Florham Park, New Jersey & Szuch; director of
Trustee General Host
Corporation; director or
trustee of other
Templeton Funds; and
director, trustee or
managing general
partner, as the case may
be, for most of the
investment companies in
the Franklin Group of
Funds.
FRED R. MILLSAPS A director or trustee of
2665 N.E. 37th Drive other Templeton Funds;
Fort Lauderdale, Florida manager of personal
Trustee investments (1978-
present); chairman and
chief executive officer
of Landmark Banking
Corporation (1969-1978);
financial vice president
of Florida Power and
Light (1965-1969); vice
president of Federal
Reserve Bank of Atlanta
(1958-1965); and
director of various
business and nonprofit
organizations.
ANDREW H. HINES, JR. Consultant, Triangle
150 2nd Avenue N. Consulting Group;
St. Petersburg, Florida chairman of the board
Trustee and chief executive
officer of Florida
Progress Corporation
(1982-February 1990) and
director of various of
its subsidiaries;
chairman and director of
Precise Power
Corporation; Executive-
in-Residence of Eckerd
College (1991-present);
director of Checkers
Drive-In Restaurants,
Inc.; a director or
trustee of other
Templeton Funds.
<PAGE>
JOHN G. BENNETT, JR. A director or trustee of
3 Radnor Corporate Center other Templeton Funds;
Suite 150 founder and president of
100 Matsonford Road New Era Philanthropy,
Radnor, Pennsylvania Inc.; chairman of Human
Trustee Service Systems, Inc.;
president of The
Foundation For New Era
Philanthropy; a director
or trustee of various
organizations, including
universities and grant-
making foundations.
GORDON S. MACKLIN Chairman of White River
8212 Burning Tree Road Corporation (information
Bethesda, Maryland services); director of
Trustee Infovest Corporation,
FundAmerican Enterprise
Holdings, Inc., Martin
Marietta Corporation,
MCI Communications
Corporation and
Medimmune, Inc.;
director or trustee of
other Templeton Funds;
director, trustee, or
managing general
partner, as the case may
be, of most of the
investment companies in
the Franklin Group of
Funds; formerly:
chairman, Hambrecht and
Quist Group; director,
H&Q Healthcare
Investors; and
president, National
Association of
Securities Dealers, Inc.
<PAGE>
NICHOLAS F. BRADY A director or trustee of
The Bullitt House other Templeton Funds;
Dover & Harrison Streets chairman and president
Easton, Maryland of Darby Advisors, Inc.
Trustee (an investment firm)
since January, 1993;
director of the H. J.
Heinz Company, Capital
Cities/ABC, Inc. and the
Christiana Companies;
Secretary of the United
States Department of the
Treasury from 1988 to
January, 1993; chairman
of the board of Dillon,
Read & Co. Inc.
(investment banking)
prior thereto.
MARTIN L. FLANAGAN Senior vice president,
777 Mariners Island Blvd. treasurer and chief
San Mateo, California financial officer of
President Franklin Resources,
Inc.; director and
executive vice president
of Templeton Investment
Counsel and Templeton
Global Investors, Inc.;
president or vice
president of Templeton
Funds; accountant,
Arthur Andersen &
Company (1982-1983);
member of the
International Society of
Financial Analysts and
the American Institute
of Certified Public
Accountants.
CHARLES B. JOHNSON President, chief
777 Mariners Island Blvd. executive officer, and
San Mateo, California director, Franklin
Vice President Resources, Inc.;
chairman of the board,
Franklin Templeton
Distributors, Inc.;
chairman of the board
and director, Franklin
Advisers, Inc.;
director, Franklin
Administrative Services,
Inc. and General Host
Corporation; director of
<PAGE>
Templeton Global
Investors, Inc.;
director or trustee of
other Templeton Funds;
and officer and
director, trustee or
managing general
partner, as the case may
be, of most other
subsidiaries of Franklin
Resources, Inc. and of
most of the investment
companies in the
Franklin Group of Funds.
HOWARD J. LEONARD Vice president,
500 East Broward Blvd. Portfolio
Fort Lauderdale, Florida Management/Research, of
Vice President the Investment Manager
(1989-present);
formerly, director,
investment research,
First Pennsylvania Bank
(1986-1989) and security
analyst, Provident
National Bank (1981-
1985).
JOHN R. KAY Vice president of the
500 East Broward Blvd. Templeton Funds; vice
Fort Lauderdale, Florida president and treasurer
Vice President of Templeton Global
Investors, Inc. and
Templeton Worldwide,
Inc.; assistant vice
president of Franklin
Templeton Distributors,
Inc.; formerly, vice
president and controller
of the Keystone Group,
Inc.
MARK G. HOLOWESKO President and director
Lyford Cay of Templeton Galbraith &
Nassau, Bahamas Hansberger Ltd.;
Vice President director of global
equity research for
Templeton Worldwide,
Inc.; president or vice
president of the
Templeton Funds;
investment administrator
with Roy West Trust
<PAGE>
Corporation (Bahamas)
Limited (1984-1985).
THOMAS M. MISTELE Senior vice president of
700 Central Avenue Templeton Global
St. Petersburg, Florida Investors, Inc.; vice
Secretary president of Franklin
Templeton Distributors,
Inc.; secretary of the
Templeton Funds;
attorney, Dechert Price
& Rhoads (1985 - 1988)
and Freehill,
Hollingdale & Page
(1988); judicial clerk,
U.S. District Court
(Eastern District of
Virginia) (1984 - 1985).
JAMES R. BAIO Certified public
500 East Broward Blvd. accountant; treasurer of
Fort Lauderdale, Florida the Templeton Funds;
Treasurer senior vice president of
Templeton Worldwide,
Inc., Templeton Global
Investors, Inc., and
Templeton Funds Trust
Company; formerly,
senior tax manager of
Ernst & Young (certified
public
accountants)(1977-1989).
JACK L. COLLINS Assistant treasurer of
700 Central Avenue the Templeton Funds;
St. Petersburg, Florida assistant vice president
Assistant Treasurer of Franklin Templeton
Investor Services, Inc.;
former partner of Grant
Thornton, independent
public accountants.
EILEEN G. WALTHER Controller of the
500 East Broward Blvd. Templeton Funds;
Fort Lauderdale, Florida assistant vice
Controller president, Fund
Accounting, Templeton
Global Investors, Inc.
JEFFREY L. STEELE Partner, Dechert Price &
1500 K Street, N.W. Rhoads.
Washington, D.C.
Assistant Secretary
<PAGE>
______________________
* These Trustees are "interested persons" of the Fund as that
term is defined in the 1940 Act.
PRINCIPAL SHAREHOLDERS
As of February 11, 1994, there were 30,310,232 Shares of the
Fund outstanding, of which 11,277 Shares (.037%) were owned
beneficially, directly or indirectly, by all the Trustees and
officers of the Fund as a group. As of that date, to the
knowledge of management, no person owned beneficially 5% or more
of the outstanding Shares.
INVESTMENT MANAGEMENT AND OTHER SERVICES
Investment Management Agreement. The Investment Manager of
the Fund is Templeton Investment Counsel, Inc., a Florida
corporation with offices in Fort Lauderdale, Florida. The
Investment Management Agreement, dated October 30, 1992, was
approved by Shareholders of the Fund on October 30, 1992, was
last approved by the Board of Trustees at a meeting held on
February 25, 1994, and will continue through April 30, 1995. The
Investment Management Agreement will continue from year to year
thereafter, subject to approval annually by the Board of Trustees
or by vote of the holders of a majority of the outstanding shares
of the Fund (as defined in the 1940 Act) and also, in either
event, with the approval of a majority of those Trustees who are
not parties to the Investment Management Agreement or interested
persons of any such party in person at a meeting called for the
purpose of voting on such approval.
The Agreement requires the Investment Manager to furnish the
Fund with investment research and advice. The Investment Manager
is not required to furnish any personnel, overhead items or
facilities for the Fund, including daily pricing or trading desk
facilities, although such expenses are paid by investment
advisers of some other investment companies.
The Investment Management Agreement provides that the
Investment Manager will select brokers and dealers for execution
of the Fund's portfolio transactions consistent with the Fund's
brokerage policies (see "Brokerage Allocation"). Although the
services provided by broker-dealers in accordance with the
brokerage policies incidentally may help reduce the expenses of
or otherwise benefit the Investment Manager and other investment
advisory clients of the Investment Manager and of its affiliates,
as well as the Fund, the value of such services is indeterminable
and the Investment Manager's fee is not reduced by any offset
arrangement by reason thereof.
When the Investment Manager determines to buy or sell the
same security for the Fund that the Investment Manager or one or
more of its affiliates has selected for one or more of its other
<PAGE>
clients or for clients of its affiliates, the orders for all such
securities transactions are placed for execution by methods
determined by the Investment Manager, with approval by the Board
of Trustees, to be impartial and fair, in order to seek good
results for all parties. See "Investment Objective and Policies
-- Trading Policies." Records of securities transactions of
persons who know when orders are placed by the Fund are available
for inspection at least four times annually by the compliance
officer of the Fund so that the non-interested Trustees (as
defined in the 1940 Act) can be satisfied that the procedures are
generally fair and equitable to all parties.
The Investment Management Agreement provides that the
Investment Manager shall have no liability to the Fund or any
Shareholder of the Fund for any error of judgment, mistake of
law, or any loss arising out of any investment or other act or
omission in the performance by the Investment Manager of its
duties under the Agreement, except liability resulting from
willful misfeasance, bad faith or gross negligence on the
Investment Manager's part or reckless disregard of its duties
under the Agreement. The Agreement will terminate automatically
in the event of its assignment, and may be terminated by the Fund
at any time without payment of any penalty on 60 days' written
notice, with the approval of a majority of the Trustees in office
at the time or by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act.)
Management Fees. For its services, the Fund pays the
Investment Manager a monthly fee equal on an annual basis to
0.80% of its average daily net assets during the year. During
the fiscal years ended December 31, 1993, 1992 and 1991, the
Investment Manager (and, prior to October 30, 1992, Templeton,
Galbraith & Hansberger Ltd., the Fund's previous investment
manager) received from the Fund fees of $2,483,650, $1,825,898,
and $1,487,737, respectively.
The Investment Manager will comply with any applicable state
regulations which may require the Investment Manager to make
reimbursements to the Fund in the event that the Fund's aggregate
operating expenses, including the advisory fee, but generally
excluding distribution expenses, interest, taxes, brokerage
commissions and extraordinary expenses, are in excess of specific
applicable limitations. The strictest rule currently applicable
to the Fund is 2.5% of the first $30,000,000 of net assets, 2.0%
of the next $70,000,000 of net assets and 1.5% of the remainder.
Templeton Investment Counsel, Inc. The Investment Manager
is an indirect wholly owned subsidiary of Franklin Resources,
Inc. ("Franklin"), a publicly traded company whose shares are
listed on the New York Stock Exchange. Charles B. Johnson (an
officer of the Fund), Rupert H. Johnson, Jr., and R. Martin
Wiskemann are principal shareholders of Franklin and own,
respectively, approximately 20%, 16% and 9.2% of its outstanding
<PAGE>
shares. Messrs. Charles B. Johnson and Rupert H. Johnson, Jr.
are brothers.
Sub-Advisory Agreement. Under a Sub-Advisory Agreement
between the Investment Manager and Dean Witter InterCapital Inc.
("Dean Witter InterCapital"), Dean Witter InterCapital provides
the Investment Manager with investment advisory assistance and
portfolio management advice with respect to the Fund's portfolio.
Dean Witter InterCapital provides the Investment Manager on an
ongoing basis with analyses regarding economic and market
conditions, asset allocation, foreign currency matters and the
advisability of entering into foreign exchange contracts. For
its services, the Investment Manager pays to Dean Witter
InterCapital a fee in U.S. dollars at an annual rate of 0.25% of
the Fund's average daily net assets. During the fiscal years
ended December 31, 1993, 1992 and 1991, Dean Witter InterCapital
(and, prior to January, 1993, the InterCapital Division of Dean
Witter Reynolds Inc., the Fund's previous sub-adviser) received
under the Sub-Advisory Agreement fees of $776,141, $570,539, and
$468,918, respectively.
The Sub-Advisory Agreement provides that it will terminate
automatically in the event of its assignment and that it may be
terminated by the Fund on 60 days' written notice to the
Investment Manager and to Dean Witter InterCapital, without
penalty, provided that such termination by the Fund is approved
by the vote of a majority of the Fund's Board of Trustees or by
vote of a majority of the Fund's outstanding Shares. The
Agreement also provides that it may be terminated by either the
Investment Manager or Dean Witter InterCapital upon not less than
60 days' written notice to the other party. The Sub-Advisory
Agreement, dated October 30, 1992, was approved by the Fund's
Shareholders on October 30, 1992, was last approved by the Board
of Trustees at a meeting held on February 25, 1994, and will run
through April 30, 1995. The Agreement will continue from year to
year thereafter, subject to approval annually by the Board of
Trustees or by vote of a majority of the outstanding Shares of
the Fund (as defined in the 1940 Act) and also, in either event,
with the approval of a majority of those Trustees who are not
parties to the Agreement or interested persons of any such party
in person at a meeting called for the purpose of voting on such
approval. Dean Witter InterCapital is relieved of liability to
the Fund for any act or omission in the course of its performance
under the Sub-Advisory Agreement, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
its obligations under the Agreement.
Research Services. Research services may be provided to the
Investment Manager by various affiliates, including TGH, the Dais
Group, a division of Templeton Quantitative Advisors, Inc., and
Templeton Investment Management (Hong Kong) Limited, corporations
registered under the Investment Advisers Act of 1940, and
Templeton Management Limited, a Canadian company, as well as
unaffiliated companies. The research services include
<PAGE>
information, analytical reports, computer screening studies,
statistical data, and factual resumes pertaining to securities in
the United States and in various foreign nations. Such
supplemental research, when utilized, is subjected to analysis by
the Investment Manager before being incorporated into the
investment advisory process.
The Investment Manager pays these companies compensation and
reimbursement of expenses as mutually agreed on, without cost to
the Fund. These companies and the Investment Manager are
independent contractors and in no sense is any of them an agent
for the other. Any of them is free to discontinue such research
services at any time on 30 days' notice without cost or penalty.
Business Manager. Templeton Global Investors, Inc. performs
certain administrative functions as Business Manager for the
Fund, including:
providing office space, telephone, office equipment and
supplies for the Fund;
paying compensation of the Fund's officers for services
rendered as such;
authorizing expenditures and approving bills for
payment on behalf of the Fund;
supervising preparation of annual and semi-annual
reports to Shareholders, notices of dividends, capital
gains distributions and tax credits, and attending to
correspondence and other special communications with
individual Shareholders;
daily pricing of the Fund's investment portfolio and
supervising publication of daily quotations of the bid
and asked prices of the Fund's Shares, earnings reports
and other financial data;
providing trading desk facilities for the Fund;
monitoring relationships with organizations serving the
Fund, including custodians, transfer agents and
printers;
supervising compliance by the Fund with recordkeeping
requirements under the 1940 Act and regulations
thereunder, with state regulatory requirements,
maintaining books and records for the Fund (other than
those maintained by the Custodian and Transfer Agent),
preparing and filing tax reports other than the Fund's
income tax returns;
<PAGE>
monitoring the qualifications of tax deferred
retirement plans providing for investment in Shares of
the Fund; and
providing executive, clerical and secretarial help
needed to carry out these responsibilities.
For its services, the Business Manager receives a monthly
fee equal on an annual basis to 0.15% of the first $200,000,000
of the Fund's average daily net assets, reduced to 0.135%
annually of the Fund's net assets in excess of $200,000,000,
further reduced to 0.1% annually of such net assets in excess of
$700,000,000, and further reduced to 0.075% annually of such net
assets in excess of $1,200,000,000. Since the Business Manager's
fee covers services often provided by investment advisers to
other funds, the Fund's combined expenses for advisory and
administrative services are higher than those paid by most other
investment companies. During the fiscal years ended December 31,
1993, 1992 and 1991, the Business Manager (and, prior to April 1,
1993, Templeton Funds Management, Inc., the Fund's previous
business manager) received business management fees of $449,118,
$338,120, and $275,953, respectively.
The Business Manager is relieved of liability to the Fund
for any act or omission in the course of its performance under
the Business Management Agreement, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under the Agreement. The Agreement
may be terminated by the Fund at any time on 60 days' written
notice without payment of penalty, provided that such termination
by the Fund shall be directed or approved by vote of a majority
of the Trustees of the Fund in office at the time or by vote of a
majority of the outstanding voting securities of the Fund, and
shall terminate automatically and immediately in the event of its
assignment.
Templeton Global Investors, Inc. is a wholly owned
subsidiary of Franklin.
Custodian and Transfer Agent. The Chase Manhattan Bank,
N.A., serves as Custodian of the Fund's assets, which are
maintained at the Custodian's principal office, MetroTech Center,
Brooklyn, New York 11245, and at the offices of its branches and
agencies throughout the world. The Custodian has entered into
agreements with foreign sub-custodians approved by the Trustees
pursuant to Rule 17f-5 under the 1940 Act. The Custodian, its
branches and sub-custodians generally domestically, and
frequently abroad, do not actually hold certificates for the
securities in their custody, but instead have book records with
domestic and foreign securities depositories, which in turn have
book records with the transfer agents of the issuers of the
securities. Compensation for the services of the Custodian is
based on a schedule of charges agreed on from time to time.
<PAGE>
Franklin Templeton Investor Services, Inc. serves as the
Fund's Transfer Agent. Services performed by the Transfer Agent
include processing purchase and redemption orders; making
dividend payments, capital gain distributions and reinvestments;
and handling routine communications with Shareholders. The
Transfer Agent receives from the Fund an annual fee of $13.42 per
Shareholder account plus out-of-pocket expenses. These fees are
adjusted each year to reflect changes in the Department of Labor
Consumer Price Index.
Legal Counsel. Dechert Price & Rhoads, 1500 K Street, N.W.,
Washington, D.C. 20005, is legal counsel for the Fund.
Independent Accountants. McGladrey & Pullen, 555 Fifth
Avenue, New York, New York 10017, serve as independent
accountants for the Fund. Their audit services comprise
examination of the Fund's financial statements and review of the
Fund's filings with the Securities and Exchange Commission and
the Internal Revenue Service.
Reports to Shareholders. The Fund's fiscal year ends on
December 31. Shareholders are provided at least semi-annually
with reports showing the Fund's portfolio and other information,
including an annual report with financial statements audited by
independent accountants.
BROKERAGE ALLOCATION
The Investment Management Agreement provides that the
Investment Manager is responsible for selecting members of
securities exchanges, brokers and dealers (such members, brokers
and dealers being hereinafter referred to as "brokers") for the
execution of the Fund's portfolio transactions and, when
applicable, the negotiation of commissions in connection
therewith. All decisions and placements are made in accordance
with the following principles:
1. Purchase and sale orders are usually placed with
brokers who are selected by the Investment Manager as
able to achieve "best execution" of such orders. "Best
execution" means prompt and reliable execution at the
most favorable securities price, taking into account
the other provisions hereinafter set forth. The
determination of what may constitute best execution and
price in the execution of a securities transaction by a
broker involves a number of considerations, including,
without limitation, the overall direct net economic
result to the Fund (involving both price paid or
received and any commissions and other costs paid), the
efficiency with which the transaction is effected, the
ability to effect the transaction at all where a large
block is involved, availability of the broker to stand
ready to execute possibly difficult transactions in the
future, and the financial strength and stability of the
<PAGE>
broker. Such considerations are judgmental and are
weighed by the Investment Manager in determining the
overall reasonableness of brokerage commissions.
2. In selecting brokers for portfolio transactions, the
Investment Manager takes into account its past
experience as to brokers qualified to achieve "best
execution," including brokers who specialize in any
foreign securities held by the Fund.
3. The Investment Manager is authorized to allocate
brokerage business to brokers who have provided
brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act
of 1934 (the "1934 Act"), for the Fund and/or other
accounts, if any, for which the Investment Manager
exercises investment discretion (as defined in Section
3(a)(35) of the 1934 Act) and, as to transactions as to
which fixed minimum commission rates are not
applicable, to cause the Fund to pay a commission for
effecting a securities transaction in excess of the
amount another broker would have charged for effecting
that transaction, if the Investment Manager in making
the selection in question determines in good faith that
such amount of commission is reasonable in relation to
the value of the brokerage and research services
provided by such broker, viewed in terms of either that
particular transaction or the Investment Manager's
overall responsibilities with respect to the Fund and
the other accounts, if any, as to which it exercises
investment discretion. In reaching such determination,
the Investment Manager is not required to place or
attempt to place a specific dollar value on the
research or execution services of a broker or on the
portion of any commission reflecting either of said
services. In demonstrating that such determinations
were made in good faith, the Investment Manager shall
be prepared to show that all commissions were allocated
and paid for purposes contemplated by the Fund's
brokerage policy; that the research services provide
lawful and appropriate assistance to the Investment
Manager in the performance of its investment decision-
making responsibilities; and that the commissions paid
were within a reasonable range. The determination that
commissions were within a reasonable range shall be
based on any available information as to the level of
commissions known to be charged by other brokers on
comparable transactions, but there shall be taken into
account the Fund's policies that (i) obtaining a low
commission is deemed secondary to obtaining a favorable
securities price, since it is recognized that usually
it is more beneficial to the Fund to obtain a favorable
price than to pay the lowest commission; and (ii) the
quality, comprehensiveness and frequency of research
<PAGE>
studies which are provided for the Investment Manager
are useful to the Investment Manager in performing its
advisory services under its Agreement with the Fund.
Research services provided by brokers to the Investment
Manager are considered to be in addition to, and not in
lieu of, services required to be performed by the
Investment Manager under its Contract with the Fund.
Research furnished by brokers through whom the Fund
effects securities transactions may be used by the
Investment Manager for any of its accounts, and not all
such research may be used by the Investment Manager for
the Fund. When execution of portfolio transactions is
allocated to brokers trading on exchanges with fixed
brokerage commission rates, account may be taken of
various services provided by the broker, including
quotations outside the United States for daily pricing
of foreign securities held in the Fund's portfolio.
4. Purchases and sales of portfolio securities within the
United States other than on a securities exchange are
executed with primary market makers acting as
principal, except where, in the judgment of the
Investment Manager, better prices and execution may be
obtained on a commission basis or from other sources.
5. Sales of the Fund's Shares (which shall be deemed to
include also shares of other companies registered under
the 1940 Act which have either the same investment
manager or an investment manager affiliated with the
Investment Manager) made by a broker are one factor,
among others, to be taken into account in deciding to
allocate portfolio transactions (including agency
transactions, principal transactions, purchases in
underwritings or tenders in response to tender offers)
for the account of the Fund to that broker; provided
that the broker shall furnish "best execution," as
defined in paragraph 1 above, and that such allocation
shall be within the scope of the Fund's other policies
as stated above; and provided further, that in every
allocation made to a broker in which the sale of Shares
is taken into account there shall be no increase in the
amount of the commissions or other compensation paid to
such broker beyond a reasonable commission or other
compensation determined, as set forth in paragraph 3
above, on the basis of best execution alone or best
execution plus research services, without taking
account of or placing any value upon such sale of
Shares.
Insofar as known to management, no Trustee or officer of the
Fund has any material direct or indirect interest in any broker
employed by or on behalf of the Fund. Dean Witter Reynolds, Inc.
("Dean Witter"), an affiliate of the Fund's Sub-Adviser, may act
as broker on behalf of the Fund and receive commissions on such
<PAGE>
transactions. Franklin Templeton Distributors, Inc., the Fund's
Principal Underwriter, is a registered broker-dealer, but has
never executed any purchase or sale transactions for the Fund's
portfolio or participated in any commissions on any such
transactions, and has no intention of doing so in the future.
The total brokerage commissions on the portfolio transactions for
the Fund during the fiscal years ended December 31, 1993, 1992
and 1991, and the amount of such commissions on transactions
allocated to Dean Witter on the basis of best execution,
investment information and trading desk services, were as
follows: total commissions (not including any spreads or
concessions on principal transactions) were $711,144, $247,000,
and $261,857, respectively; allocated to Dean Witter $0, $0, and
$0, respectively. All portfolio transactions are allocated to
broker-dealers only when their prices and execution, in the good
faith judgment of the Investment Manager, are equal or superior
to the best available within the scope of the Fund's policies.
The Fund will not purchase or sell any securities on the over-
the-counter market from or to Dean Witter acting as principal for
its own account. There is no fixed method used in determining
which broker-dealers receive which order or how many orders.
PURCHASE, REDEMPTION AND PRICING OF SHARES
The Prospectus describes the manner in which the Fund's
Shares may be purchased and redeemed. See "How to Buy Shares of
the Fund" and "How to Sell Shares of the Fund."
Net asset value per Share is determined as of the close of
business on the New York Stock Exchange, which currently is
4:00 p.m. (Eastern Time) every Monday through Friday (exclusive
of national business holidays). The Fund's offices will be
closed, and net asset value will not be calculated, on those days
on which the New York Stock Exchange is closed, which currently
are: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Trading in securities on European and Far Eastern exchanges
and over-the-counter markets is normally completed well before
the close of business in New York on each day on which the New
York Stock Exchange is open. Trading of European or Far Eastern
securities generally, or in a particular country or countries,
may not take place on every New York business day. Furthermore,
trading takes place in various foreign markets on days which are
not business days in New York and on which the Fund's net asset
value is not calculated. The Fund calculates net asset value per
Share, and therefore effects sales, redemptions and repurchases
of its Shares, as of the close of the New York Stock Exchange
once on each day on which that Exchange is open. Such
calculation does not take place contemporaneously with the
determination of the prices of many of the portfolio securities
used in such calculation and if events occur which materially
affect the value of those foreign securities, they will be valued
<PAGE>
at fair market value as determined by the management and approved
in good faith by the Board of Trustees.
The Board of Trustees may establish procedures under which
the Fund may suspend the determination of net asset value for the
whole or any part of any period during which (1) the New York
Stock Exchange is closed other than for customary weekend and
holiday closings, (2) trading on the New York Stock Exchange is
restricted, (3) an emergency exists as a result of which disposal
of securities owned by the Fund is not reasonably practicable or
it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (4) for such other period as the
Securities and Exchange Commission may by order permit for the
protection of the holders of the Fund's Shares.
The Fund will not effect redemptions of its Shares in assets
other than cash, except in accordance with applicable provisions
of the 1940 Act.
Ownership and Authority Disputes. In the event of disputes
involving multiple claims of ownership or authority to control a
shareholder's account, the Fund has the right (but has no
obligation) to: (a) freeze the account and require the written
agreement of all persons deemed by the Fund to have a potential
property interest in the account, prior to executing instructions
regarding the account; (b) interplead disputed funds or accounts
with a court of competent jurisdiction; or (c) surrender
ownership of all or a portion of the account to the Internal
Revenue Service in response to a Notice of Levy.
In addition to the special purchase plans described in the
Prospectus, other special purchase plans also are available:
Tax Deferred Retirement Plans. The Fund offers its
Shareholders the opportunity to participate in the following
types of retirement plans:
For individuals whether or not covered by other
qualified plans;
For simplified employee pensions;
For employees of tax-exempt organizations; and
For corporations, self-employed individuals and
partnerships.
Capital gains and income received by participants in each of
the foregoing plans are exempt from taxation until distribution
from the plans. Investors considering participation in any such
plan should review specific tax laws relating thereto and should
consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. Additional
information, including the fees and charges with respect to all
<PAGE>
of these plans, is available upon request to the Principal
Underwriter. No distribution under a retirement plan will be
made until Templeton Funds Trust Company receives the
participant's election on IRS Form W-4P (available on request
from Templeton Funds Trust Company) and such other documentation
as it deems necessary as to whether or not U.S. income tax is to
be withheld from such distribution.
Individual Retirement Account (IRA). All individuals
(whether or not covered by qualified private or governmental
retirement plans) may purchase Shares of the Fund pursuant to an
Individual Retirement Account. However, contributions to an IRA
by an individual who is covered by a qualified private or
governmental plan may not be tax-deductible depending on the
individual's income. Custodial services for Individual
Retirement Accounts are available through Templeton Funds Trust
Company. Disclosure statements summarizing certain aspects of
Individual Retirement Accounts are furnished to all persons
investing in such accounts, in accordance with Internal Revenue
Service regulations.
Simplified Employee Pensions (SEP-IRA). For employers who
wish to establish a simplified form of employee retirement
program investing in Shares of the Fund, there are available
Simplified Employee Pensions invested in IRA Plans. Details and
materials relating to these Plans will be furnished upon request
to the Principal Underwriter.
Retirement Plan for Employees of Tax-Exempt Organizations
(403(b)). Employees of public school systems and certain types
of charitable organizations may enter into a deferred
compensation arrangement for the purchase of Shares of the Fund
without being taxed currently on the investment. Contributions
which are made by the employer through salary reduction are
excludable from the gross income of the employee. Such deferred
compensation plans, which are intended to qualify under Section
403(b) of the Internal Revenue Code, are available through the
Principal Underwriter. Custodial services are provided by
Templeton Funds Trust Company.
Qualified Plan for Corporations, Self-Employed Individuals
and Partnerships. For employers who wish to purchase Shares of
the Fund in conjunction with employee retirement plans, there is
a prototype master plan which has been approved by the Internal
Revenue Service. A "Section 401(k) plan" is also available.
Templeton Funds Trust Company furnishes custodial services for
these Plans. For further details, including custodian fees and
Plan administration services, see the master plan and related
material which is available from the Principal Underwriter.
Letter of Intent. Purchasers who intend to invest $50,000
or more in Shares of the Fund or any other fund in the Franklin
Templeton Group within 13 months (whether in one lump sum or in
installments the first of which may not be less than 5% of the
<PAGE>
total intended amount and each subsequent installment not less
than $25, including preauthorized check programs and payroll
deduction plans), and to beneficially hold the total amount of
such Shares fully paid for and outstanding simultaneously for at
least one full business day before the expiration of that period,
should execute a Letter of Intent ("LOI") on the form provided in
the Prospectus or provided by the broker-dealer. Payment for not
less than 5% of the total intended amount must accompany the
executed LOI. Those Shares purchased with the first 5% of the
intended amount stated in the LOI will be held as "Escrowed
Shares" for as long as the LOI remains unfulfilled. Although the
Escrowed Shares are registered in the investor's name, his full
ownership of them is conditional upon fulfillment of the LOI. No
Escrowed Shares can be redeemed by the investor for any purpose
until the LOI is fulfilled or terminated. If the LOI is
terminated for any reason other than fulfillment, the Transfer
Agent will redeem that portion of the Escrowed Shares required
and apply the proceeds to pay any adjustment that may be
appropriate to the sales commission on all Shares (including the
Escrowed Shares) already purchased under the LOI and apply any
unused balance to the investor's account. The LOI is not a
binding obligation to purchase any amount of Shares, but its
execution will result in the purchaser paying a lower sales
charge at the appropriate quantity purchase level. A purchase
not originally made pursuant to an LOI may be included under a
subsequent LOI executed within 90 days of such purchase. In this
case, an adjustment will be made at the end of 13 months from the
effective date of the LOI at the net asset value per share then
in effect, unless the investor makes an earlier written request
to the Principal Underwriter upon fulfilling the purchase of
Shares under the LOI. In addition, the aggregate value of any
Shares purchased prior to the 90-day period referred to above may
be applied to purchases under a current LOI in fulfilling the
total intended purchases under the LOI. However, no adjustment
of sales charges previously paid on purchases prior to the 90-
day period will be made.
TAX STATUS
The Fund intends to qualify annually and to elect to be
treated as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code").
To qualify as a regulated investment company, the Fund must,
among other things, (a) derive in each taxable year at least 90%
of its gross income from dividends, interest, payments with
respect to securities loans and gains from the sale or other
disposition of stock, securities or foreign currencies, or other
income (including gains from options, futures contracts, and
forward contracts) derived with respect to its business of
investing in such stock, securities or currencies; (b) derive
less than 30% of its gross income from the sale or other
disposition of certain assets (namely, (i) stock or securities,
(ii) options, futures, and forward contracts (other than those on
<PAGE>
foreign currencies), and (iii) foreign currencies (including
options, futures, and forward contracts on such currencies) not
directly related to the Fund's principal business of investing in
stocks or securities (or options and futures with respect to
stocks and securities)) held less than three months (the "30%
Limitation"); (c) diversify its holdings so that, at the end of
each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's assets is represented by cash, U.S.
Government securities, the securities of other regulated
investment companies and other securities, with such other
securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the
Fund's total assets and not greater than 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of
the value of its total assets is invested in the securities of
any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies) or of any two
or more issuers that the Fund controls and that are determined to
be engaged in the same business or similar or related business;
and (d) distribute at least 90% of its investment company taxable
income (which includes, among other items, dividends, interest
and net short-term capital gains in excess of net long-term
capital losses, but does not include net long-term capital gains
in excess of net short-term capital losses) each taxable year.
As a regulated investment company, the Fund generally will
not be subject to U.S. Federal income tax on its investment
company taxable income (which includes, among other items,
dividends, and the excess of net short-term capital gains over
net long-term capital losses) and net capital gains (net long-
term capital gains in excess of net short-term capital losses),
if any, that it distributes to Shareholders. The Fund intends to
distribute to its Shareholders, at least annually, substantially
all of its investment company taxable income and net capital
gains. Amounts not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a
nondeductible 4% excise tax. To prevent imposition of the tax,
the Fund must distribute during each calendar year an amount
equal to the sum of (1) at least 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar
year, (2) at least 98% of its capital gains in excess of its
capital losses (adjusted for certain ordinary losses) for the
twelve-month period ending on October 31 of the calendar year,
and (3) any ordinary income and capital gains for previous years
that was not distributed during those years. A distribution will
be treated as having been received on December 31 of the current
calendar year if it is declared by the Fund in October, November
or December with a record date in such a month and paid by the
Fund during January of the following calendar year. Such
distributions will be taxable to Shareholders in the calendar
year in which the distributions are declared, rather than the
calendar year in which the distributions are received. To
prevent application of the excise tax, the Fund intends to make
<PAGE>
its distributions in accordance with the calendar year
distribution requirement.
Some of the debt securities that may be acquired by a Fund
may be treated as debt securities that are originally issued at a
discount. Original issue discount can generally be defined as
the difference between the price at which a security was issued
and its stated redemption price at maturity. Although no cash
income is actually received by the Fund in a given year, original
issue discount on a taxable debt security earned in that given
year generally is treated for Federal income tax purposes as
interest and, therefore, such income would be subject to the
distribution requirements of the Code.
Some of the debt securities may be purchased by the Fund at
a discount which exceeds the original issue discount on such debt
securities, if any. This additional discount represents market
discount for Federal income tax purposes. The gain realized on
the disposition of any taxable debt security having market
discount will be treated as ordinary income to the extent it does
not exceed the accrued market discount on such debt security.
Generally, market discount accrues on a daily basis for each day
the debt security is held by the Fund at a constant rate over the
time remaining to the debt security's maturity or, at the
election of the Fund, at a constant yield to maturity which takes
into account the semi-annual compounding of interest.
Exchange control regulations that may restrict repatriation
of investment income, capital, or the proceeds of securities
sales by foreign investors may limit the Fund's ability to make
sufficient distributions to satisfy the 90% and calendar year
distribution requirements. See "Risk Factors" section of the
SAI.
The Fund may invest in shares of foreign corporations which
may be classified under the Code as passive foreign investment
companies (PFICs"). In general, a foreign corporation is
classified as a PFIC if at least one-half of its assets
constitute investment-type assets or 75% or more of its gross
income is investment-type income. If the Fund receives a so-
called "excess distribution" with respect to PFIC stock, the Fund
itself may be subject to tax on a portion of the excess
distribution, whether or not the corresponding income is
distributed by the Fund to Shareholders. In general, under the
PFIC rules, an excess distribution is treated as having been
realized ratably over the period during which the Fund held the
PFIC shares. The Fund itself will be subject to tax on the
portion, if any, of an excess distribution that is so allocated
to prior Fund taxable years and an interest factor will be added
to the tax, as if the tax had been payable in such prior taxable
years. Certain distributions from a PFIC as well as gain from
the sale of PFIC shares are treated as excess distributions.
Excess distributions are characterized as ordinary income even
<PAGE>
though, absent application of the PFIC rules, certain excess
distributions might have been classified as capital gain.
The Fund may be eligible to elect alternative tax treatment
with respect to PFIC shares. Under an election that currently
may be available in some circumstances, the Fund generally would
be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year. If
this election were made, the special rules, discussed above,
relating to the taxation of excess distributions, would not
apply. In addition, another election may be available that would
involve marking to market the Fund's PFIC shares at the end of
each taxable year (and on certain other dates prescribed in the
Code), with the result that unrealized gains are treated as
though they were realized. If this election were made, tax at
the Fund level under the PFIC rules would generally be
eliminated, but the Fund could, in limited circumstances, incur
nondeductible interest charges. The Fund's intention to qualify
annually as a regulated investment company may limit its
elections with respect to PFIC shares.
Because the application of the PFIC rules may affect, among
other things, the character of gains, the amount of gain or loss
and the timing of the recognition of income with respect to PFIC
shares, as well as subject the Fund itself to tax on certain
income from PFIC shares, the amount that must be distributed to
Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not invest in PFIC
shares.
Distributions. Dividends paid out of the Fund's investment
company taxable income will be taxable to a Shareholder as
ordinary income. Because a portion of the Fund's income may
consist of dividends paid by U.S. corporations, a portion of the
dividends paid by the Fund may be eligible for the corporate
dividends-received deduction. However, the alternative minimum
tax applicable to corporations may reduce the benefit of the
dividends-received deduction. Distributions of net capital
gains, if any, designated by the Fund as capital gain dividends
are taxable as long-term capital gains, regardless of how long
the Shareholder has held the Fund's Shares, and are not eligible
for the dividends-received deduction. All dividends and
distributions are taxable to Shareholders, whether or not
reinvested in Shares of the Fund. Shareholders receiving
distributions in the form of newly-issued Shares generally will
have a cost basis in each Share received equal to the net asset
value of a Share of the Fund on the distribution date.
Shareholders will be notified annually as to the U.S. federal tax
status of distributions, and Shareholders receiving distributions
in the form of newly-issued Shares will receive a report as to
the net asset value of the Shares received.
<PAGE>
Distributions by the Fund reduce the net asset value of the
Fund Shares. Should a distribution reduce the net asset value
below a Shareholder's cost basis, the distribution nevertheless
would be taxable to the Shareholder as ordinary income or capital
gain as described above, even though, from an investment
standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax
implication of buying Shares just prior to a distribution by the
Fund. The price of Shares purchased at that time includes the
amount of the forthcoming distribution, but the distribution will
generally be taxable to them.
If the Fund retains net capital gains for reinvestment, the
Fund may elect to treat such amounts as having been distributed
to Shareholders. As a result, the Shareholders would be subject
to tax on undistributed net capital gains, would be able to claim
their proportionate share of the Federal income taxes paid by the
Fund on such gains as a credit against their own Federal income
tax liabilities, and would be entitled to an increase in their
basis in their Fund Shares.
Options and Hedging Transactions. Certain options, futures
contracts and forward contracts in which the Fund may invest are
"section 1256 contracts." Gains or losses on section 1256
contracts generally are considered 60% long-term and 40% short-
term capital gains or losses ("60/40"); however, foreign currency
gains or losses (as discussed below) arising from certain section
1256 contracts may be treated as ordinary income or loss. Also,
section 1256 contracts held by the Fund at the end of each
taxable year (and, in some cases, for purposes of the 4% excise
tax, on October 31 of each year) are "marked-to-market" with the
result that unrealized gains or losses are treated as though they
were realized.
Generally, the hedging transactions undertaken by the Fund
may result in "straddles" for Federal income tax purposes. The
straddle rules may affect the character of gains (or losses)
realized by the Fund. In addition, losses realized by the Fund
on positions that are part of a straddle may be deferred under
the straddle rules, rather than being taken into account in
calculating the taxable income for the taxable year in which the
losses are realized. Because only a few regulations implementing
the straddle rules have been promulgated, the tax consequences to
the Fund of hedging transactions are not entirely clear. The
hedging transactions may increase the amount of short-term
capital gain realized by the Fund which is taxed as ordinary
income when distributed to Shareholders.
The Fund may make one or more of the elections available
under the Code which are applicable to straddles. If the Fund
makes any of the elections, the amount, character and timing of
the recognition of gains or losses from the affected straddle
positions will be determined under rules that vary according to
the election(s) made. The rules applicable under certain of the
<PAGE>
elections may operate to accelerate the recognition of gains or
losses from the affected straddle positions.
Because application of the straddle rules may affect the
character of gains or losses, defer losses and/or accelerate the
recognition of gains or losses from the affected straddle
positions, the amount which must be distributed to Shareholders
and which will be taxed to Shareholders as ordinary income or
long-term capital gain, may be increased or decreased as compared
to a fund that did not engage in such hedging transactions.
Requirements relating to the Fund's tax status as a
regulated investment company may limit the extent to which the
Fund will be able to engage in transactions in options, futures
contracts and forward contracts.
Currency Fluctuations--"Section 988" Gains or Losses. Under
the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time the Fund accrues
income or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of debt securities denominated in a
foreign currency and on disposition of certain futures contracts,
forward contracts and options, gains or losses attributable to
fluctuations in the value of foreign currency between the date of
acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss. These
gains or losses, referred to under the Code as "section 988"
gains or loses, may increase, decrease or eliminate the amount of
the Fund's investment company taxable income to be distributed to
its Shareholders as ordinary income.
Sale of Shares. Upon the sale, exchange or other taxable
disposition of Shares of the Fund, a Shareholder may realize a
capital gain or loss which will be long-term or short-term,
generally depending upon the Shareholder's holding period for the
Shares. Any loss realized on a sale or exchange will be
disallowed to the extent the Shares disposed of are replaced
(including replacement through the reinvestment of dividends and
capital gain distributions in a Fund) within a period of 61 days
beginning 30 days before and ending 30 days after disposition of
the Shares. In such a case, the basis of the Shares acquired
will be adjusted to reflect the disallowed loss. Any loss
realized by a Shareholder on a disposition of Fund Shares held by
the Shareholder for six months or less will be treated as a long-
term capital loss to the extent of any distributions of capital
gain dividends received by the Shareholder with respect to such
Shares.
Under certain circumstances, the sales charge incurred in
acquiring Shares of the Fund may not be taken into account in
determining the gain or loss on the disposition of those Shares.
<PAGE>
This rule applies if (1) the Shareholder incurs a sales charge in
acquiring stock of a regulated investment company, (2) Shares of
the Fund are exchanged within 90 days after the date they were
purchased, and (3) the new Shares are acquired without a sales
charge or at a reduced sales charge under a "reinvestment right"
received upon the initial purchase of Shares of stock. In that
case, the gain or loss recognized on the exchange will be
determined by excluding from the tax basis of the Shares
exchanged all or a portion of the amount of sales charge incurred
in acquiring the Shares. This exclusion applies to the extent
that the otherwise applicable sales charge with respect to the
newly acquired Shares is reduced as a result of having incurred
the sales charge initially. Instead, the portion of the sales
charge affected by this rule will be treated as an amount paid
for the new Shares.
Foreign Taxes. Income received by the Fund from sources
within foreign countries may be subject to withholding and other
income or similar taxes imposed by such countries. If more than
50% of the value of the Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, the
Fund will be eligible and intends to elect to "pass-through" to
the Fund's Shareholders the amount of foreign taxes paid by the
Fund. Pursuant to this election, a Shareholder will be required
to include in gross income (in addition to taxable dividends
actually received) his pro rata share of the foreign taxes paid
by the Fund, and will be entitled either to deduct (as an
itemized deduction) his pro rata share of foreign taxes in
computing his taxable income or to use it as a foreign tax credit
against his U.S. Federal income tax liability, subject to
limitations. No deduction for foreign taxes may be claimed by a
Shareholder who does not itemize deductions, but such a
Shareholder may be eligible to claim the foreign tax credit (see
below). Each Shareholder will be notified within 60 days after
the close of the Fund's taxable year whether the foreign taxes
paid by the Fund will "pass-through" for that year.
Generally, a credit for foreign taxes is subject to the
limitation that it may not exceed the Shareholder's U.S. tax
attributable to his or her foreign source taxable income. For
this purpose, if the pass-through election is made, the source of
the Fund's income flows through to its Shareholders. With
respect to the Fund, gains from the sale of securities will be
treated as derived from U.S. sources and certain currency
fluctuation gains, including fluctuation gains from foreign
currency denominated debt securities, receivables and payables,
will be treated as ordinary income derived from U.S. sources.
The limitation on the foreign tax credit is applied separately to
foreign source passive income (as defined for purposes of the
foreign tax credit), including the foreign source passive income
passed through by the Fund. Because of changes made by the Tax
Reform Act of 1986, Shareholders may be unable to claim a credit
for the full amount of their proportionate share of the foreign
taxes paid by the Fund. Foreign taxes may not be deducted in
<PAGE>
computing alternative minimum taxable income and the foreign tax
credit can be used to offset only 90% of the alternative minimum
tax (as computed under the Code for purposes of this limitation)
imposed on corporations and individuals. If the Fund is not
eligible to make the election to "pass through" to its
Shareholders its foreign taxes, the foreign taxes it pays will
reduce investment company taxable income and the distributions by
the Fund will be treated as United States source income.
Backup Withholding. The Fund may be required to withhold
U.S. Federal income tax at the rate of 31% ("backup withholding")
of all taxable distributions payable to Shareholders who fail to
provide the Fund with their correct taxpayer identification
number or to make required certifications, where the Fund or
Shareholder has been notified by the Internal Revenue Service
that they are subject to backup withholding, or when required to
do so, the Shareholder fails to certify that he is not subject to
backup withholding. Corporate Shareholders and certain other
Shareholders specified in the Code generally are exempt from such
backup withholding. Backup withholding is not an additional tax.
Any amounts withheld may be credited against the Shareholder's
U.S. Federal income tax liability.
Foreign Shareholders. The tax consequences to a foreign
Shareholder of an investment in the Fund may differ from those
described herein. Foreign Shareholders are advised to consult
their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.
Other Taxation. The foregoing discussion relates only to
U.S. Federal income tax law as applicable to U.S. persons (i.e.,
U.S. citizens and residents and U.S. domestic corporations,
partnerships, trusts and estates). Distributions by the Fund
also may be subject to state and local taxes, and their treatment
under state and local income tax laws may differ from U.S.
Federal income tax treatment. Shareholders should consult their
tax advisors with respect to particular questions of U.S.
Federal, state and local taxation. Shareholders who are not U.S.
persons should consult their tax advisors regarding U.S. and
foreign tax consequences of ownership of Shares of the Fund,
including the likelihood that distributions to them would be
subject to withholding of U.S. Federal income tax at a rate of
30% (or at a lower rate under a tax treaty).
PRINCIPAL UNDERWRITER
Franklin Templeton Distributors, Inc. ("FTD" or the
"Principal Underwriter"), 700 Central Avenue, P.O. Box 33030, St.
Petersburg, Florida 33733, toll free telephone (800) 237-0738, is
the Principal Underwriter of the Fund's Shares. FTD is a wholly
owned subsidiary of Franklin.
The Fund, pursuant to Rule 12b-1 under the 1940 Act, has
adopted a Distribution Plan (the "Plan"). Under the Plan, the
<PAGE>
Fund may reimburse FTD monthly (subject to a limit of 0.25% per
annum of the Fund's average daily net assets) for FTD's costs and
expenses in connection with any activity which is primarily
intended to result in the sale of Fund Shares. The Plan is a
reimbursement type plan which does not provide for the payment of
interest or carrying charges as distribution expenses. Payments
to FTD could be for various types of activities, including (1)
printing and advertising expenses, (2) payments to employees or
agents of FTD who engage in or support distribution of Shares,
(3) the costs of preparing, printing and distributing
prospectuses and reports to prospective investors, (4) expenses
of organizing and conducting sales seminars, (5) expenses
relating to selling and servicing efforts, (6) payments to
broker-dealers who provide certain services of value to the
Fund's Shareholders (sometimes referred to as a "trail fee"), and
(7) such other similar services as the Fund's Board of Trustees
determines to be reasonably calculated to result in the sale of
Shares. Under the Plan, the costs and expenses not reimbursed in
any one given month (including costs and expenses not reimbursed
because they exceeded the limit of 0.25% per annum of the Fund's
average daily net assets) may be reimbursed in subsequent months
or years.
During the fiscal year ended December 31, 1993, FTD (and,
prior to June 1, 1993, Templeton Funds Distributor, Inc., the
Fund's previous principal underwriter) incurred costs and
expenses of $899,043 in connection with distribution of the
Fund's Shares. During the same period, the Fund made
reimbursements pursuant to the Plan in the amount of $766,142.
As indicated above, unreimbursed expenses, which amounted to
$799,696, may be reimbursed by the Fund during the fiscal year
ending December 31, 1994 or in subsequent years. In the event
that the Plan is terminated, the Fund will not be liable to FTD
for any unreimbursed expenses that had been carried forward from
previous months or years. During the fiscal year ended December
31, 1993, FTD (and prior to June 1, 1993, Templeton Funds
Distributor, Inc.) spent, pursuant to the Plan, the following
amounts on: compensation to dealers, $752,337; wholesaler costs
and expenses, $5,512; sales promotion, $51,636; printing,
$68,293; and advertising, $21,265.
The Distribution Agreement provides that the Principal
Underwriter will use its best efforts to maintain a broad and
continuous distribution of the Fund's Shares among bona fide
investors and may sign selling agreements with responsible
dealers, as well as sell to individual investors. The Shares are
sold only at the Offering Price in effect at the time of sale,
and the Fund receives not less than the full net asset value of
the Shares sold. The discount between the Offering Price and the
net asset value may be retained by the Principal Underwriter or
it may reallow all or any part of such discount to dealers.
During the fiscal years ended December 31, 1993, 1992 and 1991,
FTD (and, prior to June 1, 1993, Templeton Funds Distributor,
Inc.) retained of such discount $414,599, $453,968, and $186,591,
<PAGE>
or approximately 15%, 23.0%, and 21.1%, respectively, of the
gross sales commissions. The Principal Underwriter in all cases
buys Shares from the Fund acting as principal for its own
account. Dealers generally act as principal for their own
account in buying Shares from the Principal Underwriter. No
agency relationship exists between any dealer and the Fund or the
Principal Underwriter.
The Distribution Agreement provides that the Fund shall pay
the costs and expenses incident to registering and qualifying its
Shares for sale under the Securities Act of 1933 and under the
applicable blue sky laws of the jurisdictions in which the
Principal Underwriter desires to distribute such Shares, and for
preparing, printing and distributing prospectuses and reports to
Shareholders. The Principal Underwriter pays the cost of
printing additional copies of prospectuses and reports to
Shareholders used for selling purposes, although the Principal
Underwriter may recoup these costs from payments it receives
under the Distribution Plan. (The Fund pays costs of
preparation, set-up and initial supply of its prospectus for
existing Shareholders.)
The Distribution Agreement is subject to renewal from year
to year in accordance with the provisions of the 1940 Act and
terminates automatically in the event of its assignment. The
Agreement may be terminated without penalty by either party upon
60 days' written notice to the other, provided termination by the
Fund shall be approved by the Board of Trustees or a majority (as
defined in the 1940 Act) of the Shareholders. The Principal
Underwriter is relieved of liability for any act or omission in
the course of its performance of the Agreement, in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations.
FTD is the principal underwriter for the other Templeton
Funds.
DESCRIPTION OF SHARES
The Shares have non-cumulative voting rights, so that the
holders of a plurality of the Shares voting for the election of
Trustees at a meeting at which 50% of the outstanding Shares are
present can elect all the Trustees and, in such event, the
holders of the remaining Shares voting for the election of
Trustees will not be able to elect any person or persons to the
Board of Trustees.
The Declaration of Trust provides that the holders of not
less than two-thirds of the outstanding Shares of the Fund may
remove a person serving as Trustee either by declaration in
writing or at a meeting called for such purpose. The Trustees
are required to call a meeting for the purpose of considering the
removal of a person serving as Trustee if requested in writing to
do so by the holders of not less than 10% of the outstanding
<PAGE>
Shares of the Fund. In addition, the Fund is required to assist
Shareholder communication in connection with the calling of
Shareholder meetings to consider removal of a Trustee.
Under Massachusetts law, Shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Fund. However, the Declaration of Trust disclaims liability
of the Shareholders, Trustees or officers of the Fund for acts or
obligations of the Fund, which are binding only on the assets and
property of the Fund. The Declaration of Trust provides for
indemnification out of Fund property for all loss and expense of
any Shareholder held personally liable for the obligations of the
Fund. The risk of a Shareholder incurring financial loss on
account of Shareholder liability is limited to circumstances in
which the Fund itself would be unable to meet its obligations
and, thus, should be considered remote.
PERFORMANCE INFORMATION
The Fund may, from time to time, include its total return in
advertisements or reports to Shareholders or prospective
investors. Quotations of average annual total return for the
Fund will be expressed in terms of the average annual compounded
rate of return for periods in excess of one year or the total
return for periods less than one year of a hypothetical
investment in the Fund over a period of one year (or, if less, up
to the life of the Fund) calculated pursuant to the following
formula: P(1 + T)n = ERV (where P = a hypothetical initial
payment of $1,000, T = the average annual total return for
periods of one year or more or the total return for periods of
less than one year, n = the number of years, and ERV = the ending
redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). All total return figures reflect the
deduction of a proportional share of Fund expenses on an annual
basis, and assume that all dividends and distributions are
reinvested when paid. The Fund's average annual total return for
the one-year period ended December 31, 1993 and for the period
from February 28, 1990 (commencement of operations) through
December 31, 1993 were 30.18% and 14.84%, respectively.
Performance information for the Fund may be compared, in
reports and promotional literature, to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, or other
unmanaged indices so that investors may compare the Fund's
results with those of a group of unmanaged securities widely
regarded by investors as representative of the securities market
in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, Inc., a widely used independent research
firm which ranks mutual funds by overall performance, investment
objectives and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall
performance or other criteria; and (iii) the Consumer Price Index
(measure of inflation) to assess the real rate of return from an
investment in the Fund. Unmanaged indices may assume the
<PAGE>
reinvestment of dividends but generally do not reflect deduction
for administrative and management costs and expenses.
Performance information for the Fund reflects only the
performance of a hypothetical investment in the Fund during the
particular time period on which the calculations are based.
Performance information should be considered in light of the
Fund's investment objective and policies, characteristics and
quality of the portfolio and the market conditions during the
given time period, and should not be considered as a
representation of what may be achieved in the future.
From time to time, the Fund and the Investment Manager may
also refer to the following information:
(1) The Investment Manager's and its affiliates' market
share of international equities managed in mutual funds
prepared or published by Strategic Insight or a similar
statistical organization.
(2) The performance of U.S. equity and debt markets
relative to foreign markets prepared or published by
Morgan Stanley Capital International or a similar
financial organization.
(3) The capitalization of U.S. and foreign stock markets as
prepared or published by the International Finance
Corp., Morgan Stanley Capital International or a
similar financial organization.
(4) The geographic distribution of the Fund's portfolio.
(5) The gross national product and populations, including
age characteristics, of various countries as published
by various statistical organizations.
(6) To assist investors in understanding the different
returns and risk characteristics of various
investments, the Fund may show historical returns of
various investments and published indices (e.g.,
Ibbotson Associates, Inc. Charts and Morgan Stanley
EAFE - Index).
(7) The major industries located in various jurisdictions
as published by the Morgan Stanley Index.
(8) Rankings by DALBAR Surveys, Inc. with respect to mutual
fund shareholder services.
(9) Allegorical stories illustrating the importance of
persistent long-term investing.
<PAGE>
(10) The Fund's portfolio turnover rate and its ranking
relative to industry standards as published by Lipper
Analytical Services, Inc. or Morningstar, Inc.
(11) A description of the Templeton organization's
investment management philosophy and approach,
including its worldwide search for undervalued or
"bargain" securities and its diversification by
industry, nation and type of stocks or other
securities.
(12) Quotations from the Templeton organization's founder,
Sir John Templeton*, advocating the virtues of
diversification and long-term investing, including the
following:
"Never follow the crowd. superior performance is
possible only if you invest differently from the
crowd."
"Diversify by company, by industry and by
country."
"Always maintain a long-term perspective."
"Invest for maximum total real return."
"Invest - don't trade or speculate."
"Remain flexible and open-minded about types of
investment."
"Buy low."
"When buying stocks, search for bargains among
quality stocks."
"Buy value, not market trends or the economic
outlook."
"Diversify. In stocks and bonds, as in much else,
there is safety in numbers."
"Do your homework or hire wise experts to help
you."
"Aggressively monitor your investments."
"Don't panic."
* Sir John Templeton, who currently serves as Chairman of the
Fund's Board, is not involved in investment decisions, which
are made by the Fund's Investment Manager.
<PAGE>
"Learn from your mistakes."
"Outperforming the market is a difficult task."
"An investor who has all the answers doesn't even
understand all the questions."
"There's no free lunch."
"And now the last principle: Do not be fearful or
negative too often."
In addition, the Fund and the Investment Manager may also
refer to the number of shareholders in the Fund or the aggregate
number of shareholders in the Franklin Templeton Group or the
dollar amount of fund and private account assets under management
in advertising materials.
FINANCIAL STATEMENTS
The financial statements contained in the Fund's
December 31, 1993 Annual Report to Shareholders are incorporated
herein by reference.
<PAGE>
