TEMPLETON GLOBAL OPPORTUNITIES TRUST
497, 1996-09-04
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                                PROSPECTUS
                               & APPLICATION




                             TEMPLETON GLOBAL
                            OPPORTUNITIES TRUST

  
                                 Templeton
                                  Global
                            Opportunities Trust

                                                          
                                MAY 1, 1996
                       as amended SEPTEMBER 1, 1996

                            Investment Strategy
                               Global Growth



                                                                           
This  prospectus   describes  Templeton  Global  Opportunities  Trust  (the
"Fund").  It contains  information you should know before  investing in the
Fund. Please keep it for future reference.

THE  FUND  MAY  INVEST  UP TO  25%  OF  ITS  TOTAL  ASSETS  IN  HIGH-YIELD,
HIGH-RISK DEBT INSTRUMENTS THAT ARE PREDOMINANTLY  SPECULATIVE.  PLEASE SEE
"WHAT ARE THE FUND'S POTENTIAL RISKS?"

The Fund's  SAI,  dated May 1, 1996,  as may be amended  from time to time,
includes more  information  about the Fund's  procedures  and policies.  It
has been  filed with the SEC and is  incorporated  by  reference  into this
prospectus.  For a free copy or a larger print version of this  prospectus,
call 1-800/DIAL BEN or write the Fund at the address shown.

SHARES OF THE FUND ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED  OR
ENDORSED  BY ANY  BANK,  AND  ARE  NOT  FEDERALLY  INSURED  BY THE  FEDERAL
DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL  RESERVE BOARD,  OR ANY OTHER
AGENCY  OF THE  U.S.  GOVERNMENT.  SHARES  OF THE FUND  INVOLVE  INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

LIKE  ALL  MUTUAL  FUNDS,  THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR
DISAPPROVED BY THE SEC OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SEC
OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY
OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A  CRIMINAL
OFFENSE.






                             TEMPLETON GLOBAL
                            OPPORTUNITIES TRUST







        This prospectus is not an offering of the securities herein

      described in any state in which the offering is not authorized.

            No sales representative, dealer, or other person is

      authorized to give any information or make any representations

          other than those contained in this prospectus. Further

              information may be obtained from Distributors.

                                                             

                When reading this prospectus, you will see

                     certain terms in capital letters.

                     This means the term is explained

                         in our glossary section.






 TEMPLETON                        TABLE OF CONTENTS
 GLOBAL                           ABOUT THE FUND
 OPPORTUNITIES                    Expense Summary.........................    2
 TRUST                            Financial Highlights....................    4

                                  How Does the Fund Invest Its Assets?....    5
 ----------------------------

 MAY 1, 1996                      What Are the Fund's Potential Risks?....   10
 AS AMENDED SEPTEMBER 1, 1996

                                  Who Manages the Fund?...................   14

                                  How Does the Fund Measure Performance?..   17

                                  How Is the Fund Organized?..............   18

                                  How Taxation Affects You and the Fund...   19


                               ABOUT YOUR ACCOUNT

                                  How Do I Buy Shares?....................   20

                                  May I Exchange Shares for Shares of Another
                                  Fund?...................................   26

                                  How Do I Sell Shares?...................   30

                                  What Distributions Might I Receive From the
                                  Fund?...................................   32

                                  Transaction Procedures and Special 
                                  Requirements ...........................   33

                                  Services to Help You Manage Your Account   38

                                  GLOSSARY

                                  Useful Terms and Definitions............   41



700 Central Avenue
St. Petersburg, Florida 33701

1-800/DIAL BEN







ABOUT THE FUND

EXPENSE SUMMARY

This table is  designed to help you  understand  the costs of  investing  in the
Fund. It is based on the  historical  expenses of each class for the fiscal year
ended December 31, 1995. The Class II numbers are annualized.

Your actual expenses may vary.

<TABLE>
<CAPTION>

A.  SHAREHOLDER TRANSACTION EXPENSES<W072>              CLASS I    CLASS II
<S>                                                  <C>          <C>

     Maximum Sales Charge Imposed on Purchases

       (as a percentage of Offering Price)             5.75%        1.00%<W072>
     Deferred Sales Charge<W072><W072><W072>            NONE        1.00%
     Exchange Fee (per transaction)                   $5.00*       $5.00*

B.   ANNUAL FUND OPERATING EXPENSES

       (AS A PERCENTAGE OF AVERAGE NET ASSETS)

     Management Fees                                   0.80%        0.80%
     Rule 12b-1 Fees                                   0.25%**      1.00%**
     Other Expenses (audit, legal, business
       management, transfer agent and custodian)       0.47%        0.47%

     Total Fund Operating Expenses                     1.52%        2.27%
                                                       =====        =====

</TABLE>

C.   78EXAMPLE

     Assume the annual return for each class is 5% and operating expenses are as
     described  above. For each $1,000  investment,  you would pay the following
     projected expenses if you sold your shares after the number of years shown.

<TABLE>
<CAPTION>

                 ONE YEAR        THREE YEARS      FIVE YEARS       TEN YEARS

      ---------- --------------- ---------------- ---------------- -----------
      <S>        <C>             <C>              <C>              <C>
      CLASS I    $72***          $103             $136             $228
      CLASS II   $43             $80              $130             $269

</TABLE>

     For the same Class II investment,  you would pay projected  expenses of $33
     if you  did  not  sell  your  shares  at the end of the  first  year.  Your
     projected expenses for the remaining periods would be the same.

     THIS IS JUST AN EXAMPLE.  IT DOES NOT REPRESENT PAST OR FUTURE  EXPENSES OR
     RETURNS.  ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
     The Fund pays its  operating  expenses.  The effects of these  expenses are
     reflected  in the Net Asset  Value or  dividends  of each class and are not
     directly charged to your account.

<W072>IF YOUR TRANSACTION IS PROCESSED THROUGH YOUR SECURITIES DEALER YOU MAY BE
  CHARGED A FEE BY YOUR SECURITIES DEALER FOR THIS SERVICE.

<W072><W072>ALTHOUGH CLASS II HAS A LOWER FRONT-END SALES CHARGE THAN
  CLASS I, ITS RULE 12B-1 FEES ARE HIGHER. OVER TIME YOU MAY PAY MORE FOR
  CLASS II SHARES. PLEASE SEE "HOW DO I BUY SHARES? - DECIDING WHICH CLASS
  TO BUY."

2  Templeton Global Opportunities Trust
     





<W072><W072><W072>A  CONTINGENT DEFERRED SALES CHARGE OF 1% MAY APPLY TO CLASS I
    PURCHASES  OF $1 MILLION OR MORE IF YOU SELL THE SHARES  WITHIN ONE YEAR AND
    ANY CLASS II PURCHASE IF YOU SELL THE SHARES  WITHIN 18 MONTHS.  THERE IS NO
    FRONT-END  SALES  CHARGE IF YOU INVEST $1 MILLION OR MORE IN CLASS I SHARES.
    SEE "HOW DO I SELL SHARES? - CONTINGENT DEFERRED SALES CHARGE" FOR DETAILS.

*$5.00 FEE IS ONLY FOR MARKET TIMERS. WE PROCESS ALL OTHER EXCHANGES
WITHOUT A FEE.

**THE CLASS II FEES ARE ANNUALIZED. THE ACTUAL RULE 12B-1 FEES FOR THE

   EIGHT MONTH PERIOD ENDED DECEMBER 31, 1995 WERE 0.64%. THE COMBINATION OF
   FRONT-END SALES CHARGES AND RULE 12B-1 FEES COULD CAUSE LONG-TERM
   SHAREHOLDERS TO PAY MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM
   FRONT-END SALES CHARGE PERMITTED UNDER THE NASD'S RULES.

***ASSUMES A CONTINGENT DEFERRED SALES CHARGE WILL NOT APPLY.



                                Templeton Global Opportunities Trust <W033> 3







FINANCIAL HIGHLIGHTS

This table  summarizes the Fund's financial  history.  Except for the six months
ended June 30, 1996, the information has been audited by McGladrey & Pullen LLP,
the Fund's  independent  auditors.  Their audit report covering each of the most
recent five years appears in the Fund's Annual  Report to  Shareholders  for the
fiscal year ended  December 31, 1995.  The Annual  Report to  Shareholders  also
includes more information about the Fund's performance.  For a free copy, please
call Fund Information.

<TABLE>
<CAPTION>

CLASS I SHARES

 YEAR ENDED DECEMBER 31       19961    1995     1994     1993     1992    1991    19902
 -------------------------- -------- ------- -------- -------- -------- ------- --------
 <S>                         <C>      <C>     <C>      <C>      <C>      <C>     <C>
 PER SHARE OPERATING
 PERFORMANCE
 (For a share outstanding
 throughout the

   period)

 Net asset value,             $12.57  $ 11.84  $14.46   $10.75   $10.94   $ 8.36 $ 9.40
                              ------  -------  ------   ------   ------   ------ ------
 beginning  of period

 Income from investment
 operations:

   Net investment income         .22      .16     .09      .12      .14      .17    .27
   Net realized and             1.33     1.33    (.63)    3.97      .61     2.59  (1.04)
                              ------  -------  -------  ------   ------   ------ -------
 unrealized gain (loss)

 Total from investment          1.55     1.49    (.54)    4.09      .75     2.76   (.77)
                              ------  -------  -------  ------   ------   ------ -------
 operations
 Distributions:

   Dividends from net           (.03)    (.16)   (.09)    (.11)    (.14)    (.01)  (.27)
 investment income
   Distributions from net       (.21)    (.60)  (1.99)    (.27)    (.65)    (.17)   --
 realized gains
   Distributions in              --      --       --       --      (.15)    --      --
                              -----   -----    -----    -----    -------  ----   -----
 excess of realized gains
 Total distributions            (.24)    (.76)  (2.08)    (.38)    (.94)    (.18)  (.27)
                              ------- -------- -------  -------  -------  --------------
 Change in net asset value      1.31      .73   (2.62)    3.71     (.19)    2.58  (1.04)
                              ------  -------  -------  ------   -------  ------ -------
 Net asset value, end of      $13.88  $ 12.57  $11.84   $14.46   $10.75   $10.94 $ 8.36
                              ======  =======  ======   ======   ======   ====== ======
 period
 TOTAL RETURN*                 12.37%   12.87%  (4.09)%  38.13%    6.85%   31.16% (8.19)%
 RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
 period (000)               $575,182 $510,777$476,822 $410,747 $248,807 $200,848$159,018
 Ratio of expenses to
 average                        1.42%**  1.52%   1.53%    1.51%    1.63%    1.76%  1.64%**
   net assets
 Ratio of net investment

 income to                      3.26%**  1.19%   0.71%    1.07%    1.36%    1.63%  3.55%**
   average net assets
 Portfolio turnover rate        8.34%   15.54%  37.31%   40.56%   22.03%   21.02% 15.92%
 Average commission rate
 paid                         $  .0031
   (per share)

</TABLE>

1FOR THE SIX MONTHS ENDED JUNE 30, 1996.

2FOR THE PERIOD FEBRUARY 28, 1990 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1990.
*TOTAL RETURN DOES NOT REFLECT SALES COMMISSIONS. NOT ANNUALIZED FOR PERIODS OF

  LESS THAN ONE YEAR.

**ANNUALIZED.


Templeton Global Opportunities Trust <W033> 4





CLASS II SHARES

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31                                    19961        19952
- --------------------------------------------------- ------------ ------------
<S>                                                   <C>        <C>

PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the period)

Net asset value, beginning of period                  $ 12.53      $ 12.26
                                                      -------      -------
Income from investment operations:
  Net investment income                                   .24          .02
  Net realized and unrealized gain                       1.26          .88
                                                    ---------    ---------
Total from investment operations                         1.50          .90
                                                    ---------    ---------
Distributions:
  Dividends from net investment income                   (.03)        (.12)
  Distributions from net realized gains                  (.21)        (.51)
                                                    ----------   ----------
Total distributions                                      (.24)        (.63)
                                                    ----------   ----------
Change in net asset value                                1.26          .27
                                                    ---------    ---------
Net asset value, end of period                        $ 13.79      $ 12.53
                                                      =======      =======
TOTAL RETURN*                                           12.00%        7.43%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)                       $ 7,170      $ 2,264
Ratio of expenses to average net assets                  2.18%**      2.22%**
Ratio of net investment income to average net            2.80%**      (.01)%**
assets
Portfolio turnover rate                                  8.34%       15.54%
Average commission rate paid (per share)              $   .0031
</TABLE>

1FOR THE SIX MONTHS ENDED JUNE 30, 1996.

2FOR THE PERIOD MAY 1, 1995 (COMMENCEMENT OF SALES) TO DECEMBER 31, 1995.
*TOTAL RETURN DOES NOT REFLECT SALES COMMISSIONS OR THE CONTINGENT

  DEFERRED SALES CHARGE. NOT ANNUALIZED FOR PERIODS LESS THAN ONE YEAR.

**ANNUALIZED.

HOW DOES THE FUND INVEST ITS ASSETS?

THE FUND'S INVESTMENT OBJECTIVE

The Fund's investment  objective is long-term capital growth,  which it seeks to
achieve through a flexible policy of investing in global securities.  Any income
realized will be incidental.  The objective is a fundamental  policy of the Fund
and may not be changed  without  shareholder  approval.  Of course,  there is no
assurance that the Fund's objective will be achieved.

Although  the Fund  invests  primarily  in common  stock,  it may also invest in
preferred  stock  and  certain  debt  securities,  rated  or  unrated,  such  as
convertible bonds, bonds selling at a discount and structured  investments.  The
Fund may invest in stocks and debt obligations of companies and debt obligations
of governments of any nation. Under normal  circumstances,  the Fund will invest
at least  65% of its  total  assets  in  issuers  domiciled  in at  least  three
different nations (one of which may be the U.S.).


                               Templeton Global Opportunities Trust <W033>5






As  non-fundamental  policies,  no more  than 5% of the  Fund's  assets  will be
invested in  structured  investments  and no more than 25% of the Fund's  assets
will be  invested in debt  securities  rated lower than Baa by Moody's or BBB by
S&P. The Fund will not invest in debt securities rated lower than Caa by Moody's
or CCC by S&P. Debt securities  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. Debt securities rated CCC by S&P are regarded,
on balance,  as predominantly  speculative with respect to the issuer's capacity
to pay interest and principal in accordance with the terms of the obligation.

While such  securities  may have some  quality and  protective  characteristics,
these are  outweighed by large  uncertainties  or major risk exposure to adverse
conditions.  See "What Are the Fund's Potential  Risks?" Certain debt securities
can provide the potential for capital appreciation based on various factors such
as changes in interest rates, economic and market conditions,  improvement in an
issuer's  ability to repay  principal  and pay interest,  and ratings  upgrades.
Additionally,  convertible  bonds offer the potential  for capital  appreciation
through the conversion feature, which enables the holder of the bonds to benefit
from  increases  in the  market  price of the  securities  into  which  they are
convertible.

Whenever, in the judgment of TICI or InterCapital, market or economic conditions
warrant, the Fund may, for temporary defensive purposes, invest without limit in
money  market  securities,  denominated  in  dollars or in the  currency  of any
foreign  country,  issued  by  entities  organized  in the U.S.  or any  foreign
country.  Such  investments  may  include  short-term  (less  than 12  months to
maturity) and medium-term (not greater than five years to maturity)  obligations
issued or  guaranteed  by the U.S.  government  or the  government  of a foreign
country,  their  agencies or  instrumentalities;  finance  company and corporate
commercial paper, and other short-term corporate obligations, in each case rated
Prime-1 by Moody's or A or better by S&P or, if unrated,  of comparable  quality
as determined by TICI or InterCapital;  and repurchase agreements with banks and
broker-dealers  with  respect to such  securities.  In addition,  for  temporary
defensive  purposes,  the Fund  may  invest  up to 25% of its  total  assets  in
obligations  of banks  (including  certificates  of deposit,  time  deposits and
bankers' acceptances);  provided that the Fund will limit its investment in time
deposits for which there is a penalty for early  withdrawal  to 10% of its total
assets.

As a diversified management investment company, the Fund may invest no more than
5% of its total assets in securities issued by any one company or



Templeton Global Opportunities Trust <W033>6





government,  exclusive  of U.S.  government  securities.  Although  the Fund may
invest up to 25% of its assets in a single industry, it has no present intention
of doing so.  The Fund may not  invest  more than 5% of its  assets in  warrants
(exclusive of warrants acquired in units or attached to securities) or more than
10% of its assets in securities with a limited  trading  market.  The investment
objective and policies  described above, as well as the investment  restrictions
set forth in the SAI, are fundamental  policies  except as otherwise  indicated,
and cannot be changed without shareholder approval.

The Fund may also lend its portfolio  securities and borrow money for investment
purposes (i.e., "leverage" its portfolio).  In addition, the Fund may enter into
transactions   in  options  on  securities,   securities   indices  and  foreign
currencies,  forward foreign currency exchange contracts,  and futures contracts
and related options.  When deemed appropriate by TICI or InterCapital,  the Fund
may invest  cash  balances  in  repurchase  agreements  and other  money  market
investments  to  maintain  liquidity  in an  amount  to  meet  expenses  or  for
day-to-day operating purposes. In addition, when the Fund experiences large cash
inflows  through  issuance of new shares,  and desirable  investment  securities
which are consistent  with the Fund's  investment  objective are  unavailable in
sufficient  quantities  or at  reasonable  prices,  the Fund may invest in money
market  instruments for a limited time pending  availability of such securities.
These investment  techniques are described below and under the heading "How Does
the Fund Invest Its Assets?" in the SAI.



The Fund does not intend to  emphasize  short-term  trading  profits and usually
expects to have a portfolio turnover rate not exceeding 100%.



TYPES OF SECURITIES THE FUND MAY INVEST IN

The Fund is authorized to use the various  securities and investment  techniques
described below. Although these strategies are regularly used by some investment
companies and other  institutional  investors in various markets,  some of these
strategies  cannot at the present  time be used to a  significant  extent by the
Fund in some of the  markets  in  which  the  Fund  will  invest  and may not be
available for extensive use in the future.



REPURCHASE  AGREEMENTS.  When  the Fund  acquires  a  security  from a bank or a
registered  broker-dealer,   it  may  simultaneously  enter  into  a  repurchase
agreement,  wherein the seller agrees to repurchase  the security at a specified
time and price.  The  repurchase  price is in excess of the purchase price by an
amount which  reflects an agreed-upon  rate of return,  which is not tied to the
coupon  rate  on  the  underlying  security.  Under  the  1940  Act,  repurchase
agreements are considered to be loans  collateralized by the underlying security
and therefore will



                               Templeton Global Opportunities Trust <W033>7








be fully collateralized. However, if the seller should default on its obligation
to  repurchase  the  underlying  security,  the  Fund  may  experience  delay or
difficulty in exercising its rights to realize upon the security and might incur
a loss if the value of the security declines, as well as incur disposition costs
in liquidating the security.



BORROWING.  The Fund may borrow up to 10% of the value of its total  assets from
banks to increase its holdings of portfolio securities.  Under the 1940 Act, the
Fund is required to maintain  continuous  asset coverage of 300% with respect to
such borrowings and to sell (within three days) sufficient portfolio holdings to
restore  such  coverage  if it  should  decline  to less than 300% due to market
fluctuations or otherwise,  even if such liquidations of the Fund's holdings may
be  disadvantageous  from an  investment  standpoint.  Leveraging  by  means  of
borrowing may  exaggerate the effect of any increase or decrease in the value of
portfolio  securities on the Fund's net asset value,  and money borrowed will be
subject to interest  and other costs (which may include  commitment  fees and/or
the cost of maintaining  minimum average balances),  which may or may not exceed
the income or gains received from the securities purchased with borrowed funds.

LOANS OF PORTFOLIO  SECURITIES.  The Fund may lend to  broker-dealers  portfolio
securities with an aggregate market value of up to one-third of its total assets
generally to generate income to offset Fund expenses. Such loans must be secured
by collateral (consisting of any combination of cash, U.S. government securities
or  irrevocable  letters  of  credit)  in an amount  at least  equal (on a daily
marked-to-market  basis) to the current market value of the  securities  loaned.
The Fund may  terminate  the  loans at any time and  obtain  the  return  of the
securities  loaned within five business  days. The Fund will continue to receive
any interest or dividends  paid on the loaned  securities  and will  continue to
retain any voting rights with respect to the securities.

OPTIONS ON  SECURITIES OR INDICES.  The Fund may write (i.e.,  sell) covered put
and call options and purchase put and call options on  securities  or securities
indices that are traded on U.S. and foreign exchanges or in the over-the-counter
markets. An option on a security is a contract that permits 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 permits 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


Templeton Global Opportunities Trust <W033>8





is "covered."  This means that so long as the Fund is obligated as the writer of
a call option,  it will own the  underlying  securities  subject to the call, or
hold a call at the same or lower exercise price,  for the same exercise  period,
and on the same securities as the written call.



A put is covered if the Fund  maintains  liquid assets with a value equal to the
exercise price in a segregated  account,  or holds a put on the same  underlying
securities at an equal or greater  exercise  price.  The value of the underlying
securities  on which  options may be written at any one time will not exceed 15%
of the total assets of the Fund.  The Fund will not purchase put or call options
if the  aggregate  premium  paid for such  options  would exceed 5% of its total
assets at the time of purchase.



FORWARD FOREIGN CURRENCY CONTRACTS AND OPTIONS ON FOREIGN  CURRENCIES.  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.  The Fund will not enter into forward  contracts if, as a result,
the  Fund  will  have  more  than  20%  of its  total  assets  committed  to the
consummation  of such  contracts.  The Fund may also  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 U.S.  dollar cost of foreign  securities  to be acquired.  

FUTURES  CONTRACTS.  For  hedging  purposes  only,  the  Fund  may buy and  sell
financial futures  contracts,  stock index futures  contracts,  foreign currency
futures  contracts  and options on any of the  foregoing.  A  financial  futures
contract is an  agreement  between  two parties to buy or sell a specified  debt
security  at a set  price on a future  date.  An index  futures  contract  is an
agreement to take or make delivery of an amount of cash based on the  difference
between the value of the index at the  beginning  and at the end of the contract
period.  A futures contract on a foreign currency is an agreement to buy or sell
a specified amount of a currency for a set price on a future date.



When the Fund enters into a futures  contract,  it must make an initial deposit,
known as "initial  margin," as a partial  guarantee of its performance under the
contract.  As the value of the security,  index or currency  fluctuates,  either
party to the contract is required to make additional margin payments, known as


                         Templeton Global Opportunities Trust <W033>9





"variation  margin," to cover any  additional  obligation  it may have under the
contract.  In addition,  when the Fund enters into a futures  contract,  it will
segregate  assets or "cover" its position in  accordance  with the 1940 Act. See
"How Does the Fund Invest Its Assets - Futures  Contracts"  in the SAI.

  

The Fund may not commit more than 5% of its total assets to initial margin 
deposits on futures contracts and related options. The value of the underlying 
securities on which futures  contracts  will be written at any one time will
not exceed 25% of the total assets of the Fund.



DEPOSITARY  RECEIPTS.  The Fund may purchase  sponsored or unsponsored  American
Depositary  Receipts ("ADRs"),  European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs")  (collectively,  "depositary  receipts").  ADRs are
depositary  receipts  typically  issued by a U.S.  bank or trust  company  which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
EDRs and GDRs are typically issued by foreign banks or trust companies, although
they also may be issued by U.S. banks or trust companies, and evidence ownership
of  underlying  securities  issued by either a  foreign  or a U.S.  corporation.
Generally,  depositary  receipts in registered  form are designed for use in the
U.S.  securities market and depositary  receipts in bearer form are designed for
use  in  securities  markets  outside  the  U.S.  Depositary  receipts  may  not
necessarily be  denominated  in the same currency as the  underlying  securities
into which they may be converted.  Depositary receipts may be issued pursuant to
sponsored or unsponsored  programs.  In sponsored  programs,  an issuer has made
arrangements to have its securities  traded in the form of depositary  receipts.
In unsponsored programs, the issuer may not be directly involved in the creation
of the program.  Although regulatory  requirements with respect to sponsored and
unsponsored  programs are generally  similar,  in some cases it may be easier to
obtain  financial  information  from an  issuer  that  has  participated  in the
creation  of a sponsored  program.  Accordingly,  there may be less  information
available regarding issuers of securities  underlying  unsponsored  programs and
there may not be a correlation  between such information and the market value of
the  depositary  receipts.  Depositary  receipts also involve the risks of other
investments  in foreign  securities,  as  discussed  below.  For purposes of the
Fund's investment  policies,  the Fund's investments in depositary receipts will
be deemed to be investments in the underlying securities.

WHAT ARE THE FUND'S POTENTIAL RISKS?

You should  understand  that all  investments  involve  risk and there can be no
guarantee  against loss  resulting from an investment in the Fund, nor can there
be any assurance that the Fund's investment objective will be attained. As with


Templeton Global Opportunities Trust <W033>10





any  investment in  securities,  the value of, and income from, an investment in
the Fund can  decrease as well as  increase,  depending  on a variety of factors
which may  affect  the values  and  income  generated  by the  Fund's  portfolio
securities,  including  general  economic  conditions  and  market  factors.  In
addition to the  factors  which  affect the value of  individual  securities,  a
shareholder  may  anticipate  that the  value  of the  shares  of the Fund  will
fluctuate with  movements in the broader  equity and bond markets.  A decline in
the  stock  market of any  country  in which  the Fund is  invested  may also be
reflected  in  declines  in the  price of the  shares of the  Fund.  Changes  in
currency  valuations  will  also  affect  the  price of the  shares of the Fund.
History  reflects  both  decreases  and  increases in stock markets and currency
valuations, and these may reoccur unpredictably in the future. The value of debt
securities  held by the Fund  generally  will vary  inversely  with  changes  in
prevailing interest rates.  Additionally,  investment  decisions made by TICI or
InterCapital will not always be profitable or prove to have been correct.

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 developing
countries. Investors should consider carefully the substantial risks involved in
investing  in  foreign  securities,  which are in  addition  to the usual  risks
inherent in domestic  investments.  There is the  possibility of  expropriation,
nationalization  or  confiscatory  taxation,  taxation  of income  earned in the
foreign nation (including  withholding taxes on interest and dividends) or other
taxes  imposed  with  respect to  investments  in the  foreign  nation,  foreign
exchange  controls  (which may  include  suspension  of the  ability to transfer
currency  from a given  country),  foreign  investment  controls  on daily stock
market movements, default in foreign government securities,  political or social
instability,  or  diplomatic  developments  which could  affect  investments  in
securities of issuers in foreign nations.  Some countries may withhold  portions
of interest and dividends at the source. In addition, in many countries there is
less publicly  available  information about issuers than is available in reports
about  companies in the U.S.  Foreign  companies  are not  generally  subject to
uniform  accounting,  auditing and financial reporting  standards,  and auditing
practices and  requirements  may not be  comparable to those  applicable to U.S.
companies.  The Fund may  encounter  difficulties  or be unable to vote proxies,
exercise  shareholder  rights,  pursue legal remedies,  and obtain  judgments in
foreign courts.

Brokerage   commissions,   custodial  services,  and  other  costs  relating  to
investment in foreign  countries are generally  more  expensive than in the U.S.
Foreign  securities  markets  also  have  different   clearance  and  settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to


                              Templeton Global Opportunities Trust <W033>11





keep pace with the volume of  securities  transactions,  making it  difficult to
conduct  such  transactions.  Delays in  settlement  could  result in  temporary
periods when assets of the Fund are uninvested and no return is earned  thereon.
The inability of the Fund to make intended security  purchases due to settlement
problems  could  cause  the Fund to miss  attractive  investment  opportunities.
Inability to dispose of portfolio  securities  due to settlement  problems could
result either in losses to the Fund due to  subsequent  declines in value of the
portfolio  security  or, if the Fund has  entered  into a  contract  to sell the
security, could result in possible liability to the purchaser.

In many foreign countries,  there is less government  supervision and regulation
of  business  and  industry  practices,  stock  exchanges,  brokers  and  listed
companies than in the U.S. There is an increased risk,  therefore,  of uninsured
loss due to lost, stolen, or counterfeit stock  certificates.  In addition,  the
foreign securities markets of many of the countries in which the Fund may invest
may also be smaller,  less liquid and subject to greater price  volatility  than
those in the U.S. These risks are often heightened for investments in developing
markets,  including certain Eastern European countries. See "What Are the Fund's
Potential Risks?" in the SAI.

Prior  governmental  approval of non-domestic  investments may be required under
certain  circumstances in some developing  countries,  and the extent of foreign
investment  in  domestic  companies  may  be  subject  to  limitation  in  other
developing  countries.  Foreign ownership limitations also may be imposed by the
charters of individual companies in developing countries to prevent, among other
concerns,  violation of foreign  investment  limitations. 

 


Repatriation of investment income, capital and proceeds of sales by foreign 
investors may require governmental registration and/or approval in some
developing countries. The Fund  could be  adversely  affected  by delays in or
a refusal to grant any required governmental registration or approval for such 
repatriation.

Further,  the economies of developing  countries generally are heavily dependent
upon  international  trade and,  accordingly,  have been and may  continue to be
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.  These  economies also have been and may
continue to be adversely  affected by economic  conditions in the countries with
which they trade.



As a  non-fundamental  policy,  the Fund will limit its  investments  in Russian
securities  to 5% of its total assets.  Russian  securities  involve  additional
significant


Templeton Global Opportunities Trust <W033>12



risks,  including  political  and  social  uncertainty  (for  example,  regional
conflicts and risk of war), currency exchange rate volatility,  pervasiveness of
corruption  and  crime  in the  Russian  economic  system,  delays  in  settling
portfolio  transactions and risk of loss arising out of Russia's system of share
registration  and custody.  For more  information on these risks and other risks
associated with Russian  securities,  please see "What Are the Fund's  Potential
Risks?" in the SAI.

The Fund will usually effect  currency  exchange  transactions  on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign exchange market. However,
some price  spread on  currency  exchange  (to cover  service  charges)  will be
incurred when the Fund converts assets from one currency to another.

Leveraging  by means of borrowing may  exaggerate  the effect of any increase or
decrease in the value of portfolio securities on the Fund's net asset value, and
money  borrowed  will be subject to interest  and other costs (which may include
commitment fees and/or the cost of maintaining  minimum average  balances) which
may or may not exceed the income or gains received from the securities purchased
with borrowed funds.

Successful  use of futures  contracts and related  options is subject to special
risk  considerations.  A liquid  secondary  market  for any  futures  or options
contract may not be available when a futures position is sought to be closed. In
addition,  there  may  be an  imperfect  correlation  between  movements  in the
securities or foreign currency on which the futures or options contract is based
and movements in the securities or currency in the Fund's portfolio.  Successful
use of futures or  options  contracts  is  further  dependent  on TICI's  and/or
InterCapital's  ability to  correctly  predict  movements in the  securities  or
foreign  currency  markets and no assurance can be given that either's  judgment
will be correct.  Successful use of options on securities or securities  indices
is subject to similar risk considerations.

The Fund may invest up to 25% of its total assets in high-yield,  high-risk debt
instruments,  commonly known as junk bonds, that are predominantly  speculative.
Although  they may offer higher yields than 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


                              Templeton Global Opportunities Trust <W033>13



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
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.

There are further risk  considerations,  including  possible  losses through the
holding of securities in domestic and foreign  custodian banks and  depositories
and risks associated with borrowing,  described  elsewhere in the prospectus and
in the SAI.

WHO MANAGES THE FUND?

THE  BOARD.  The  Board  oversees  the  management  of the Fund and  elects  its
officers. The officers are responsible for the Fund's day-to-day operations. The
Board also monitors the Fund to ensure no material  conflicts  exist between the
two classes of shares. While none is expected,  the Board will act appropriately
to resolve any material conflict that may arise.

INVESTMENT MANAGER. TICI is the investment manager of the Fund. It is
wholly owned by Resources, a publicly owned company engaged in the
financial services industry through its subsidiaries. Charles B. Johnson
and Rupert H. Johnson, Jr. are the principal shareholders of Resources.
TICI and its affiliates serve as


Templeton Global Opportunities Trust <W033>14





advisers  for a wide  variety  of public  investment  mutual  funds and  private
clients  throughout the world,  with total assets under  management of over $147
billion. The Templeton organization has been investing globally since 1940. TICI
and its  affiliates  have  offices in  Argentina,  Australia,  Bahamas,  Canada,
France, Germany, Hong Kong, India, Italy, Luxembourg,  Poland, Russia, Scotland,
Singapore, South Africa, U.S., and Vietnam.

PORTFOLIO MANAGEMENT. The lead portfolio manager for the Fund since 1993
is Howard J. Leonard. Mr. Leonard is executive vice president of TICI. He
holds a BBA in finance/economics from the Temple University School of
Business Administration. Mr. Leonard is a Chartered Financial Analyst and
a member of the Financial Analysts of Philadelphia, the Financial
Analysts Federation and the International Society of Security Analysts.
Before joining the Templeton organization in 1989, Mr. Leonard was
director of investment research at First Pennsylvania Bank, where he was
responsible for equity and fixed-income research activities. Mr. Leonard
also worked previously at Provident National Bank as a security analyst
covering a variety of industries. As a portfolio manager and research
analyst, Mr. Leonard currently manages both institutional and mutual fund
accounts of global and international mandates. He has research
responsibility for the global forest products and investment management
industries, and also follows the following countries: Indonesia,
Switzerland, Brazil and India.

Gary P. Motyl and Mark R.  Beveridge  exercise  secondary  portfolio  management
responsibilities for the Fund. Mr. Motyl is executive vice president of TICI. He
holds a BS in finance  from Lehigh  University  and an MBA in finance  from Pace
University.  He is a Chartered Financial Analyst. Prior to joining the Templeton
organization  in 1981, Mr. Motyl worked from 1974 to 1979 as a security  analyst
with  Standard & Poor's  Corporation,  and as a research  analyst and  portfolio
manager  from 1979 to 1981  with  Landmark  First  Mortgage  Bank,  where he had
responsibility  for equity  research  and  managed  several  pension  and profit
sharing plans. His research  responsibilities  with Templeton include the global
automobile  industry  and country  coverage of Germany.  Mr.  Beveridge  is vice
president of TICI. He holds a BBA in finance from the University of Miami. He is
a Chartered Financial Analyst and a Chartered Investment Counselor, and a member
of the South Florida Society of Financial Analysts and the International Society
of Financial  Analysts.  Before joining the Templeton  organization in 1985 as a
security  analyst,  Mr.  Beveridge was a principal  with a financial  accounting
software firm based in Miami,  Florida.  He is currently a portfolio manager and
research analyst with responsibility for the industrial component and appli-



                               Templeton Global Opportunities Trust <W033>15




ances/household durables industries. He also has market coverage of
Argentina, Thailand and Denmark.

SERVICES PROVIDED BY TICI AND TGII. TICI manages the Fund's assets and makes its
investment  decisions.  TGII,  the Fund's  business  manager,  provides  certain
administrative  facilities  and  services for the Fund.  Please see  "Investment
Advisory and Other  Services"  and  "Miscellaneous  Information"  in the SAI for
information on securities transactions and a summary of the Fund's Code of 
Ethics.

SERVICES  PROVIDED BY THE  SUB-ADVISER.  InterCapital  is the sub-adviser of the
Fund.  Incorporated  in July 1992,  InterCapital is wholly owned by Dean Witter,
Discover & Co.  InterCapital  assumed the  investment  advisory,  management and
administrative  activities  previously performed by the InterCapital Division of
Dean Witter Reynolds Inc., a broker-dealer  affiliate of InterCapital,  during a
January 1993 internal reorganization. TICI entered into a sub-advisory agreement
with InterCapital,  pursuant to which InterCapital provides TICI with investment
advisory assistance and portfolio management advice.  InterCapital provides TICI
with  analyses  regarding  economic  and market  conditions,  asset  allocation,
foreign  currency matters and the advisability of entering into foreign exchange
contracts.

INVESTMENT  MANAGEMENT AND BUSINESS  MANAGEMENT  FEES. For the fiscal year ended
December  31,  1995,  the Fund paid  0.80% of its  average  daily net  assets in
investment  management  fees and paid 0.14% of its  average  daily net assets in
business management fees. TICI paid InterCapital a monthly fee at an annual rate
of 0.25% of the  Fund's  average  daily net  assets  for the  fiscal  year ended
December 31, 1995.

EXPENSES.  For the fiscal year ended December 31, 1995, the total fund operating
expenses  were 1.52% and 2.22% of average daily net assets of Class I shares and
Class II shares, respectively.

PORTFOLIO  TRANSACTIONS.  TICI  tries  to  obtain  the  best  execution  on  all
transactions.  If TICI  believes  more than one broker or dealer can provide the
best execution,  it may consider  research and related  services and the sale of
Fund shares when selecting a broker or dealer. Please see "How Does the Fund Buy
Securities For Its Portfolio?" in the SAI for more information.

THE RULE 12B-1 PLANS

Each class has a  distribution  plan or "Rule  12b-1  Plan"  under  which it may
reimburse  Distributors  or others for  activities  primarily  intended  to sell
shares of the class. These expenses may include,  among others,  distribution or
service fees paid to Securities  Dealers or others who have executed a servicing
agreement



Templeton Global Opportunities Trust <W033>16




with the Fund, Distributors or its affiliates, printing prospectuses and reports
used for  sales  purposes,  preparing  and  distributing  sales  literature  and
advertisements, and a prorated portion of Distributors' overhead expenses.

Payments  by the Fund  under the Class I plan may not  exceed  0.25% per year of
Class I's  average  daily net assets.  Under the plan,  costs and  expenses  not
reimbursed in any quarter  (including costs and expenses not reimbursed  because
they exceed the  applicable  limit of the plan) may be  reimbursed in subsequent
quarters or years. Distributors has informed the Fund that costs and expenses of
Class I  shares  that may be  reimbursable  in  future  quarters  or years  were
$1,323,924 (0.26% of its net assets) at December 31, 1995.

Under the Class II plan, the Fund may pay  Distributors  up to 0.75% per year of
Class II's average daily net assets to pay  Distributors or others for providing
distribution  and related  services and bearing  certain Class II expenses.  All
distribution  expenses over this amount will be borne by those who have incurred
them.  During the first year after a purchase  of Class II shares,  Distributors
may keep  this  portion  of the Rule  12b-1  fees  associated  with the Class II
purchase.

The  Fund may also pay a  servicing  fee of up to 0.25%  per year of Class  II's
average  daily net assets  under the Class II plan.  This fee may be used to pay
Securities  Dealers or others for, among other things,  helping to establish and
maintain  customer  accounts and records,  helping with requests to buy and sell
shares,  receiving and answering  correspondence,  monitoring  dividend payments
from  the Fund on  behalf  of  customers,  and  similar  servicing  and  account
maintenance activities.

The  Rule  12b-1  fees  charged  to  each  class  are  based  only  on the  fees
attributable to that particular  class.  For more  information,  please see "The
Fund's Underwriter" in the SAI.

HOW DOES THE FUND MEASURE PERFORMANCE?

From time to time, each class of the Fund advertises its  performance.  The more
commonly  used  measures of  performance  are total  return,  current  yield and
current distribution rate.  Performance figures are usually calculated using the
maximum sales charge, but certain figures may not include the sales charge.

Total return is the change in value of an  investment  over a given  period.  It
assumes any dividends and capital gains are  reinvested.  Current yield for each
class shows the income per share earned by that class. The current  distribution
rate shows the dividends or distributions  paid to shareholders of a class. This
rate is usually computed by annualizing the dividends paid per share during a



                                Templeton Global Opportunities Trust <W033>17



certain  period and dividing  that amount by the current  Offering  Price of the
class.  Unlike current yield, the current  distribution  rate may include income
distributions  from sources other than  dividends  and interest  received by the
Fund.

The investment results of each class will vary.  Performance  figures are always
based  on  past  performance  and do not  indicate  future  results.  For a more
detailed description of how the Fund calculates its performance figures,  please
see "How Does the Fund Measure Performance?" in the SAI.

HOW IS THE FUND ORGANIZED?

The Fund is an open-end  diversified  management  investment  company,  commonly
called a mutual fund.  It was  organized  as a business  trust under the laws of
Massachusetts  on October 2, 1989, and is registered with the SEC under the 1940
Act.  The Fund began  offering  two classes of shares on May 1, 1995:  Templeton
Global  Opportunities Trust - Class I and Templeton Global Opportunities Trust -
Class II. All shares  purchased  before that time are considered Class I shares.
Additional classes of shares may be offered in the future.

Shares of each class represent proportionate interests in the assets of the Fund
and have the same voting and other rights and  preferences as the other class of
the Fund for  matters  that affect the Fund as a whole.  For  matters  that only
affect one class,  however, only shareholders of that class may vote. Each class
will vote  separately  on matters (1) affecting  only that class,  (2) expressly
required to be voted on separately by state  business trust law, or (3) required
to be voted on separately by the 1940 Act. In the future,  additional series may
be offered.

The Fund has noncumulative voting rights. This gives holders of more than 50% of
the shares voting the ability to elect all of the members of the Board.  If this
happens, holders of the remaining shares voting will not be able to elect anyone
to the Board.

The Fund does not  intend to hold  annual  shareholder  meetings.  It may hold a
special meeting,  however, for matters requiring  shareholder approval under the
1940 Act. The Board is required to call a meeting for the purpose of considering
the removal of a Board member if requested in writing to do so by the holders of
not less than 10% of the  outstanding  shares of the Fund. The 1940 Act requires
that we help you communicate with other shareholders in connection with electing
or removing members of the Board.


Templeton Global Opportunities Trust <W033>18





HOW TAXATION AFFECTS YOU AND THE FUND

The following  discussion  reflects some of the tax  considerations  that affect
mutual  funds  and  their  shareholders.  For more  information  on tax  matters
relating  to the Fund  and its  shareholders,  see  "Additional  Information  on
Distributions and Taxes" in the SAI.

The Fund  intends to elect to be treated and to qualify each year as a regulated
investment  company  under  Subchapter  M of the Code.  A  regulated  investment
company  generally  is not  subject  to  federal  income tax on income and gains
distributed  in a timely  manner to its  shareholders.  Earnings of the Fund 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 this tax, the Fund intends to comply with this distribution requirement.  The
Fund  intends  to  distribute  to  shareholders  substantially  all of  its  net
investment  income and realized  capital gains,  which generally will be taxable
income or capital  gains in their  hands.  Distributions  declared  in  October,
November or December to  shareholders of record on a date in such month and paid
during  the  following  January  will be  treated  as having  been  received  by
shareholders on December 31 in the year such  distributions  were declared.  The
Fund will inform  shareholders each year of the amount and nature of such income
or gains. Sales or other dispositions of Fund shares generally will give rise to
taxable gain or loss.



                             Templeton Global Opportunities Trust <W033>19


ABOUT YOUR ACCOUNT

HOW DO I BUY SHARES?

OPENING YOUR ACCOUNT

To open your account,  contact your  investment  representative  or complete and
sign the enclosed  shareholder  application  and return it to the Fund with your
check.  Please  indicate  which  class of shares you want to buy.  If you do not
specify a class, your purchase will be automatically invested in Class I shares.

                                     MINIMUM
                                   INVESTMENTS

- --------------------------------- --------------
To Open Your Account.........         $ 100
To Add to Your Account.......         $  25

*We may waive these minimums for retirement plans. We may also refuse any
order to buy shares.

DECIDING WHICH CLASS TO BUY

You should  consider a number of factors when deciding  which class of shares to
buy. If you plan to buy $1 million or more in a single payment or you qualify to
buy Class I shares without a sales charge, you may not buy Class II shares.

Generally, you should consider buying Class I shares if:

   you expect to invest in the Fund over the long term;

   you qualify to buy Class I shares at a reduced sales charge; or

   you plan to buy $1 million or more over time.

You should consider Class II shares if:

   you expect to invest less than $50,000 in the Franklin Templeton Funds;

  and

   you plan to sell a substantial number of your shares within approximately six
  years or less of your investment.

Class I shares are generally more attractive for long-term  investors because of
Class II's higher Rule 12b-1 fees.  These may  accumulate  over time to outweigh
the lower Class II front-end  sales charge and result in lower income  dividends
for Class II  shareholders.  If you  qualify  to buy Class I shares at a reduced
sales  charge  based upon the size of your  purchase  or  through  our Letter of
Intent or cumulative  quantity discount  programs,  but plan to hold your shares
less than  approximately  six  years,  you  should  evaluate  whether it is more
economical for you to buy Class I or Class II shares.


Templeton Global Opportunities Trust <W033>20




For purchases of $1 million or more, it is considered more beneficial for you to
buy Class I shares since there is no front-end  sales charge,  even though these
purchases may be subject to a Contingent  Deferred Sales Charge. Any purchase of
$1 million or more is therefore  automatically  invested in Class I shares.  You
may accumulate  more than $1 million in Class II shares  through  purchases over
time, but if you plan to do this you should  determine  whether it would be more
beneficial for you to buy Class I shares through a Letter of Intent.

Please  consider all of these factors  before  deciding which class of shares to
buy. There are no conversion features attached to either class of shares.

PURCHASE PRICE OF FUND SHARES

For Class I shares,  the sales  charge you pay depends on the dollar  amount you
invest,  as shown in the table below. The sales charge for Class II shares is 1%
and, unlike Class I, does not vary based on the size of your purchase.

<TABLE>
<CAPTION>

                                         TOTAL SALES CHARGE      AMOUNT PAID
                                         AT A PERCENTAGE OF    TO DEALER AS A
                                       -----------------------
AMOUNT OF PURCHASE                     OFFERING   NET AMOUNT    PERCENTAGE OF
AT OFFERING PRICE                      PRICE       INVESTED    OFFERING PRICE
- -------------------------------------- --------- ------------- ----------------
<S>                                    <C>       <C>           <C>
CLASS I
Less than $50,000................        5.75%       6.10%           5.00%
$50,000 but less than $100,000...        4.50%       4.71%           3.75%
$100,000 but less than $250,000..        3.50%       3.63%           2.80%
$250,000 but less than $500,000..        2.50%       2.56%           2.00%
$500,000 but less than   $1,000,000....  2.00%       2.04%           1.60%
$1,000,000 or more*..............        None        None            None

CLASS II

Under $1,000,000*......................  1.00%       1.01%           1.00%

</TABLE>

*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases
of $1 million or more and any Class II purchase. Please see "How Do I
Sell Shares? - Contingent Deferred Sales Charge." Please also see "Other
Payments to Securities Dealers" below for a discussion of payments
Distributors may make out of its own resources to Securities Dealers for
certain purchases. Purchases of Class II shares are limited to purchases
below $1 million. Please see "Deciding Which Class to Buy."

SALES CHARGE REDUCTIONS AND WAIVERS

<W039> IF YOU QUALIFY TO BUY SHARES UNDER ONE OF THE SALES  CHARGE  REDUCTION OR
    WAIVER CATEGORIES  DESCRIBED BELOW,  PLEASE INCLUDE A WRITTEN STATEMENT WITH
    EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES. If you don't include
    this statement,  we cannot  guarantee that you will receive the sales charge
    reduction or waiver.


                              Templeton Global Opportunities Trust <W033>21


CUMULATIVE  QUANTITY  DISCOUNTS - CLASS I ONLY.  To  determine  if you may pay a
reduced  sales  charge,  the amount of your current Class I purchase is added to
the cost or current  value,  whichever  is higher,  of your Class I and Class II
shares  in the  Franklin  Templeton  Funds,  as well as  those  of your  spouse,
children under the age of 21 and  grandchildren  under the age of 21. If you are
the sole owner of a company,  you may also add any company  accounts,  including
retirement plan accounts.  Companies with one or more  retirement  plans may add
together  the total plan assets  invested  in the  Franklin  Templeton  Funds to
determine the sales charge that applies.

LETTER OF INTENT - CLASS I ONLY.  You may buy Class I shares at a reduced  sales
charge  by  completing  the  Letter  of  Intent   section  of  the   shareholder
application.  A Letter of Intent is a  commitment  by you to invest a  specified
dollar  amount  during  a 13 month  period.  The  amount  you  agree  to  invest
determines the sales charge you pay on Class I shares.

BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER  APPLICATION,  YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

   You authorize  Distributors to reserve 5% of your total intended  purchase in
  Class I shares registered in your name until you fulfill your Letter.

   You give  Distributors a security interest in the reserved shares and appoint
  Distributors as attorney-in-fact.

   Distributors  may  sell  any or  all of the  reserved  shares  to  cover  any
  additional sales charge if you do not fulfill the terms of the Letter.

   Although you may exchange your shares, you may not sell reserved shares until
  you complete the Letter or pay the higher sales charge.

Your periodic  statements  will include the reserved  shares in the total shares
you own. We will pay or reinvest dividend and capital gain  distributions on the
reserved shares as you direct.  Our policy of reserving shares does not apply to
certain retirement plans.

If you would like more information about the Letter of Intent privilege,  please
see "How Do I Buy, Sell and Exchange  Shares?  - Letter of Intent" in the SAI or
call Shareholder Services.

GROUP  PURCHASES - CLASS I ONLY. If you are a member of a qualified  group,  you
may buy Class I shares at the reduced  sales charge that applies to the group as
a whole.  The sales  charge is based on the  combined  dollar value of the group
members' existing investments, plus the amount of the current purchase.


Templeton Global Opportunities Trust <W033>22




A qualified group is one that:

   Was formed at least six months ago,

   Has a purpose other than buying Fund shares at a discount,

   Has more than 10 members,

   Can arrange for meetings between our representatives and group members,

   Agrees to  include  sales and other  Franklin  Templeton  Fund  materials  in
  publications   and   mailings  to  its  members  at  reduced  or  no  cost  to
  Distributors,

   Agrees to arrange for payroll deduction or other bulk transmission of
  investments to the Fund, and

   Meets other uniform criteria that allow  Distributors to achieve cost savings
  in distributing shares.

SALES  CHARGE  WAIVERS.  The Fund's  sales  charges  (front-end  and  contingent
deferred) will not apply to certain  purchases.  For waiver categories 1, 2 or 3
below: (i) the  distributions or payments must be reinvested  within 365 days of
their payment date, and (ii) Class II distributions  may be reinvested in either
Class I or Class II shares.  Class I  distributions  may only be  reinvested  in
Class I shares.

The Fund's  sales  charges  will not apply if you are buying Class I shares with
money from the following  sources or Class II shares with money from the sources
in waiver categories 1 or 4:

    1.Dividend and capital gain  distributions  from any Franklin Templeton Fund
      or a REIT sponsored or advised by Franklin Properties, Inc.

    2.Distributions from an existing retirement plan invested in the
      Franklin Templeton Funds.

    3.Annuity  payments  received  under either an annuity  option or from death
      benefit  proceeds,  only if the annuity  contract  offers as an investment
      option the Franklin Valuemark Funds,  Templeton Variable Annuity Fund, the
      Templeton  Variable  Products  Series  Fund,  or the  Franklin  Government
      Securities  Trust.  You should contact your tax advisor for information on
      any tax consequences that may apply.

    4.Redemptions from any Franklin Templeton Fund if you:

         Originally paid a sales charge on the shares,

         Reinvest the money within 365 days of the redemption date, and


                                Templeton Global Opportunities Trust <W033>23


         Reinvest the money in the same class of shares.

An exchange is not  considered a redemption for this  privilege.  The Contingent
Deferred Sales Charge will not be waived if the shares  reinvested  were subject
to a Contingent  Deferred Sales Charge when sold. We will credit your account in
shares,  at the current  value,  in proportion to the amount  reinvested for any
Contingent Deferred Sales Charge paid in connection with the earlier redemption,
but a new Contingency Period will begin.

If you immediately  placed your  redemption  proceeds in a Franklin Bank CD, you
may reinvest them as described above. The proceeds must be reinvested within 365
days from the date the CD matures, including any rollover.

    5.Redemptions from other mutual funds

      If you sold shares of a fund that is not a Franklin  Templeton Fund within
      the past 60 days, you may invest the proceeds  without any sales charge if
      (a) the  investment  objectives  were similar to the Fund's,  and (b) your
      shares in that fund were subject to any front-end or  contingent  deferred
      sales  charges  at the time of  purchase.  You must  provide a copy of the
      statement showing your redemption.

The Fund's sales charges will also not apply to Class I purchases by:

    6.Trust companies and bank trust departments  agreeing to invest in Franklin
      Templeton Funds over a thirteen month period at least $1 million of assets
      held in a fiduciary,  agency, advisory,  custodial or similar capacity and
      over which the trust  companies and bank trust  departments  or other plan
      fiduciaries or participants, in the case of certain retirement plans, have
      full or shared  investment  discretion.  We will  accept  orders for these
      accounts by mail  accompanied by a check or by telephone or other means of
      electronic  data transfer  directly from the bank or trust  company,  with
      payment by federal  funds  received  by the close of  business on the next
      business day following the order.

    7.Group annuity separate accounts offered to retirement plans.

    8.Retirement  plans that (i) are  sponsored by an employer with at least 100
      employees,  (ii) have plan assets of $1 million or more, or (iii) agree to
      invest at least $500,000 in the Franklin  Templeton  Funds over a 13 month
      period.  Retirement plans that are not Qualified Retirement Plans or SEPS,
      such as 403(b) or 457  plans,  must also meet the  requirements  described
      under "Group  Purchases - Class I Only" above.  However,  any Qualified or
      non-Qualified  Retirement Plan account which was a shareholder in the Fund
      on or before February 1, 1995, and which does not meet the other


Templeton Global Opportunities Trust <W033>24


    requirements of this section,  may purchase shares subject to a sales charge
      of 4% of the Offering Price,  3.2% of which will be retained by Securities
      Dealers.

    9.An  Eligible  Governmental  Authority.   Please  consult  your  legal  and
      investment  advisors  to  determine  if  an  investment  in  the  Fund  is
      permissible  and suitable  for you and the effect,  if any, of payments by
      the Fund on arbitrage rebate calculations.

   10.Broker-dealers  and  qualified  registered  investment  advisors  who have
      entered into a supplemental  agreement with Distributors for their clients
      who are  participating in comprehensive  fee programs,  sometimes known as
      wrap fee programs.

   11.Registered Securities Dealers and their affiliates, for their
      investment accounts only

   12.Current  employees of Securities  Dealers and their  affiliates  and their
      family members, as allowed by the internal policies of their employer

   13.Officers,  trustees,  directors  and  full-time  employees of the Franklin
      Templeton Funds or the Franklin Templeton Group, and their family members,
      consistent with our then-current policies

   14.Investment companies exchanging shares or selling assets pursuant to
      a merger, acquisition or exchange offer

   15.Accounts managed by the Franklin Templeton Group

   16.Certain unit investment trusts and their holders reinvesting
      distributions from the trusts

HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

Your  individual or  employer-sponsored  retirement plan may invest in the Fund.
Plan documents are required for all retirement plans.  Trust Company can provide
the plan documents for you and serve as custodian or trustee.

Trust Company can provide you with brochures  containing  important  information
about its plans. To establish a Trust Company  retirement plan, you will need an
application  other than the one  included in this  prospectus.  For a retirement
plan brochure or application, please call our Retirement Plans Department.


                              Templeton Global Opportunities Trust <W033>25


Please consult your legal,  tax or retirement plan specialist  before choosing a
retirement  plan.  Your investment  representative  or advisor can help you make
investment decisions within your plan.

OTHER PAYMENTS TO SECURITIES DEALERS

The payments below apply to Securities  Dealers who initiate and are responsible
for Class II  purchases  and  certain  Class I  purchases  made  without a sales
charge. A Securities  Dealer may only receive one of the following  payments for
each qualifying purchase.  The payments described below are paid by Distributors
or one of its  affiliates,  at its  own  expense,  and  not by the  Fund  or its
shareholders.

1. Securities  Dealers may receive up to 1% of the  purchase  price for Class II
   purchases. During the first year after the purchase,  Distributors may keep a
   part of the Rule 12b-1 fees associated with that purchase.

2. Securities  Dealers will  receive up to 1% of the purchase  price for Class I
   purchases of $1 million or more.

3. Securities Dealers may, in the sole discretion of Distributors, receive up to
   1% of the purchase price for Class I purchases  made under waiver  category 8
   above.

4. Securities  Dealers may receive up to 0.25% of the purchase price for Class I
   purchases made under waiver categories 6 and 9 above.

PLEASE  SEE  "HOW  DO I BUY,  SELL  AND  EXCHANGE  SHARES  - OTHER  PAYMENTS  TO
SECURITIES DEALERS" IN THE SAI FOR ANY BREAKPOINTS THAT MAY APPLY.

Securities Dealers may receive  additional  compensation from Distributors or an
affiliated  company in connection with selling shares of the Franklin  Templeton
Funds.   Compensation   may  include   financial   assistance  for  conferences,
shareholder  services,  automation,  sales or training programs,  or promotional
activities. Registered representatives and their families may be paid for travel
expenses,  including lodging,  in connection with business meetings or seminars.
In some cases,  this  compensation  may only be available to Securities  Dealers
whose  representatives  have sold or are expected to sell significant amounts of
shares. Securities Dealers may not use sales of the Fund's shares to qualify for
this  compensation  if  prohibited  by the laws of any state or  self-regulatory
agency, such as the NASD.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

We  offer a wide  variety  of  funds.  If you  would  like,  you can  move  your
investment from your Fund account to an existing or new account in another


Templeton Global Opportunities Trust <W033>26




Franklin Templeton Fund (an "exchange"). Because it is technically a sale
and a purchase of shares, an exchange is a taxable transaction.

If you own Class I shares,  you may exchange  into any of our money funds except
Franklin  Templeton  Money Fund II ("Money Fund II").  Money Fund II is the only
money fund exchange option available to Class II shareholders.  Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no drafts
(checks) may be written on Money Fund II accounts.

Before  making  an  exchange,  please  read the  prospectus  of the fund you are
interested  in.  This  will  help you  learn  about  the fund and its  rules and
requirements for exchanges.  For example,  some Franklin  Templeton Funds do not
accept  exchanges  and  others  may have  different  investment  minimums.  Some
Franklin Templeton Funds do not offer Class II shares.

METHOD                      STEPS TO FOLLOW
- --------------------------- -------------------------------------------------
BY MAIL                     1. Send us written instructions signed by all
                               account owners

                            2. Include any outstanding share certificates
                               for the shares you're exchanging
- --------------------------- -------------------------------------------------
BY PHONE                    Call Shareholder Services or TeleFACTS(R)
- --------------------------- -------------------------------------------------
                            If you do not want the ability to exchange by
                            phone to apply to your account, please let us
                            know.
- --------------------------- -------------------------------------------------
THROUGH YOUR DEALER         Call your investment representative
- --------------------------- -------------------------------------------------

Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to exchange shares.

WILL SALES CHARGES APPLY TO MY EXCHANGE?

You generally  will not pay a front-end  sales charge on exchanges.  If you have
held your  shares  less than six months,  however,  you will pay the  percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund.  If you have  never paid a sales  charge on your  shares
because,  for example,  they have always been held in a money fund, you will pay
the Fund's applicable sales charge no matter how long you have held your shares.
These charges may not apply if you qualify to buy shares without a sales charge.

We will not impose a Contingent  Deferred Sales Charge when you exchange shares.
Any shares subject to a Contingent Deferred Sales Charge at the time of


                         Templeton Global Opportunities Trust <W033>27


exchange, however, will remain so in the new fund. See the discussion on
Contingent Deferred Sales Charges below and under "How Do I Sell Shares?"

CONTINGENT  DEFERRED  SALES CHARGE - CLASS I. For  accounts  with Class I shares
subject to a Contingent Deferred Sales Charge, shares are exchanged into the new
fund in the order they were  purchased.  If you exchange Class I shares into one
of our money  funds,  the time your  shares are held in that fund will not count
towards the completion of any Contingency Period.

CONTINGENT  DEFERRED  SALES CHARGE - CLASS II. For accounts with Class II shares
subject to a Contingent Deferred Sales Charge, shares are exchanged into the new
fund  proportionately  based on the  amount of shares  subject  to a  Contingent
Deferred  Sales  Charge and the length of time the  shares  have been held.  For
example,  suppose  you own $1,000 in shares  that have  never been  subject to a
CDSC, such as shares from the reinvestment of dividends and capital gains ("free
shares"), $2,000 in shares that are no longer subject to a CDSC because you have
held them for longer  than 18 months  ("matured  shares"),  and $3,000 in shares
that are still subject to a CDSC ("CDSC liable shares").  If you exchange $3,000
into a new fund,  $500 will be exchanged  from free shares,  $1,000 from matured
shares, and $1,500 from CDSC liable shares.

Likewise, CDSC liable shares purchased at different times will be exchanged into
a new fund proportionately. For example, assume you purchased $1,000 in shares 3
months ago, 6 months ago,  and 9 months ago. If you  exchange  $1,500 into a new
fund,  $500 will be  exchanged  from  shares  purchased  at each of these  three
different times.

While Class II shares are  exchanged  proportionately,  they are redeemed in the
order purchased.  In some cases,  this means exchanged shares may be CDSC liable
even though they would not be subject to a Contingent  Deferred  Sales Charge if
they were sold. We believe the proportional method of exchanging Class II shares
more closely  reflects the  expectations  of Class II shareholders if shares are
sold during the Contingency  Period.  The tax consequences of a sale or exchange
are  determined  by the Code and not by the method  used by the Fund to transfer
shares.

If you exchange  your Class II shares for shares of Money Fund II, the time your
shares  are  held  in  that  fund  will  count  towards  the  completion  of any
Contingency Period.



Templeton Global Opportunities Trust <W033>28



EXCHANGE RESTRICTIONS

Please be aware that the following restrictions apply to exchanges:

   You may only exchange shares within the SAME CLASS.

   The accounts must be identically registered. You may exchange shares
  from a Fund account requiring two or more signatures into an identically
  registered money fund account requiring only one signature for all
  transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT WANT THIS OPTION
  TO BE AVAILABLE ON YOUR ACCOUNT(S). Additional procedures may apply.
  Please see "Transaction Procedures and Special Requirements."

   Trust Company IRA or 403(b)  retirement  plan accounts may exchange shares as
  described above.  Restrictions  may apply to other types of retirement  plans.
  Please contact our Retirement  Plans  Department for  information on exchanges
  within these plans.

   The fund you are exchanging into must be eligible for sale in your state.

   We may  modify or  discontinue  our  exchange  policy if we give you 60 days'
  written notice.

   Your  exchange may be  restricted  or refused if you: (i) request an exchange
  out of the Fund within two weeks of an earlier exchange request, (ii) exchange
  shares  out of the Fund  more  than  twice  in a  calendar  quarter,  or (iii)
  exchange  shares  equal to at least $5 million,  or more than 1% of the Fund's
  net assets.  Shares under  common  ownership or control are combined for these
  limits.  If you exchange  shares as described in this  paragraph,  you will be
  considered a Market Timer. Each exchange by a Market Timer, if accepted,  will
  be charged $5.00. Some of our funds do not allow investments by Market Timers.

Because  excessive  trading can hurt Fund performance and  shareholders,  we may
refuse  any  exchange  purchase  if (i) we  believe  the Fund would be harmed or
unable  to  invest  effectively,  or  (ii)  the  Fund  receives  or  anticipates
simultaneous orders that may significantly affect the Fund.


                                Templeton Global Opportunities Trust <W033>29


HOW DO I SELL SHARES?

You may sell (redeem) your shares at any time.

METHOD                          STEPS TO FOLLOW

- ------------------------------- ---------------------------------------------
BY MAIL                         1. Send us written instructions signed by
                                   all account owners
                                2. Include any outstanding share
                                   certificates for the shares you are
                                   selling
                                3. Provide a signature guarantee if required
                                4. Corporate, partnership and trust
                                   accounts may need to send additional
                                   documents. Accounts under court
                                   jurisdiction may have additional
                                   requirements.
- ------------------------------- ---------------------------------------------
BY PHONE Call  Shareholder  Services  (Only  available if you have completed and
sent to us the telephone redemption agreement included with this prospectus)

                                  Telephone requests will be accepted: 

                                  If the request is $50,000 or less.
                                  Institutional accounts may exceed $50,000 by
                                  completing a separate agreement. Call
                                  Institutional Services to receive a copy.

                                  If there are no share certificates issued for
                                  the  shares  you  want  to  sell  or you  have
                                  already returned them to the Fund

                                  Unless you are selling shares in a Trust
                                  Company retirement plan account

                                  Unless the address on your account was
                                  changed by phone within the last 30 days
- ------------------------------- ---------------------------------------------
THROUGH YOUR DEALER               Call your investment representative
- ------------------------------- ---------------------------------------------

We will send your redemption check within seven days after we receive  your
request in proper form. If you sell your shares by phone, the check may only be
made payable to all registered  owners on the account and sent to the address of
record. We are not able to receive or pay out cash in the form of currency.

If you sell shares you just purchased with a check or  draft, we may  delay
sending you the  proceeds for up to 15 days or more to allow the check or draft
to clear. A certified or cashier's check may clear in less time.

Under unusual circumstances,  we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.


Templeton Global Opportunities Trust <W033>30




Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to sell shares.

TRUST COMPANY RETIREMENT PLAN ACCOUNTS

To comply with IRS  regulations,  you need to complete  additional  forms before
selling  shares  in a Trust  Company  retirement  plan  account.  Tax  penalties
generally apply to any distribution  from these plans to a participant under age
59 1/2, unless the distribution meets an exception stated in the Code. To obtain
the necessary forms, please call our Retirement Plans Department.

CONTINGENT DEFERRED SALES CHARGE

A Contingent  Deferred Sales Charge may apply to Class I purchases of $1 million
or more if you sell all or a portion of the shares within one year and any Class
II  purchase  if you sell the shares  within 18 months.  The charge is 1% of the
value  of the  shares  sold or the Net  Asset  Value  at the  time of  purchase,
whichever is less.  Distributors  keeps the charge to recover  payments  made to
Securities Dealers.

We will first redeem shares not subject to the charge in the following order:

1)  A calculated number of shares equal to the capital appreciation on
    shares held less than the Contingency Period,

2)  Shares purchased with reinvested dividends and capital gain
    distributions, and

3)  Shares held longer than the Contingency Period.

We then redeem shares subject to the charge in the order they were purchased.

Unless otherwise specified,  when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests  to sell a stated  NUMBER OF SHARES,  we will  deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.

WAIVERS. We waive the Contingent Deferred Sales Charge for:

   Exchanges

   Account fees

   Sales of shares purchased pursuant to a sales charge waiver

   Redemptions by the Fund when an account falls below the minimum
  required account size

   Redemptions following the death of the shareholder or beneficial owner



                         Templeton Global Opportunities Trust <W033>31

   Redemptions through a systematic withdrawal plan set up before February
  1, 1995

   Redemptions through a systematic  withdrawal plan set up on or after February
  1, 1995,  up to 1% a month of an account's Net Asset Value (3%  quarterly,  6%
  semiannually or 12% annually).  For example, if you maintain an annual balance
  of $1 million in Class I shares,  you can  withdraw  up to  $120,000  annually
  through a systematic withdrawal plan free of charge. Likewise, if you maintain
  an annual  balance  of $10,000  in Class II  shares,  $1,200 may be  withdrawn
  annually free of charge.

   Distributions  from  individual  retirement  plan  accounts  due to  death or
  disability or upon periodic distributions based on life expectancy

   Tax-free returns of excess contributions from employee benefit plans

   Distributions from employee benefit plans, including those due to
  termination or plan transfer

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUND?

Dividends and capital gains are calculated and distributed the same way for each
class.  The  amount of any income  dividends  per share  will  differ,  however,
generally due to the difference in the Rule 12b-1 fees of each class.

The Fund intends to pay a dividend at least annually representing  substantially
all of its net investment  income and any net realized  capital gains.  Dividend
payments are not guaranteed,  are subject to the Board's discretion and may vary
with each payment.  THE FUND DOES NOT PAY "INTEREST" OR GUARANTEE ANY FIXED RATE
OF RETURN ON AN INVESTMENT IN ITS SHARES.

If you buy shares shortly  before the record date,  please keep in mind that any
distribution  will  lower the value of the  Fund's  shares by the  amount of the
distribution.

DISTRIBUTION OPTIONS

You may receive your distributions from the Fund in any of these ways:

1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of the same
class of the Fund (without a sales charge or imposition of a Contingent Deferred
Sales Charge) by reinvesting capital gain distributions, dividend distributions,
or both. If you own Class II shares, you may also reinvest your distributions in
Class I shares of the Fund.  This is a convenient  way to accumulate  additional
shares and maintain or increase your earnings base.


Templeton Global Opportunities Trust <W033>32




2.  BUY  SHARES  OF  OTHER  FRANKLIN  TEMPLETON  FUNDS  - You  may  direct  your
distributions to buy the same class of shares of another Franklin Templeton Fund
(without a sales charge or imposition of a Contingent Deferred Sales Charge). If
you own Class II shares,  you may also direct your  distributions to buy Class I
shares  of  another  Franklin  Templeton  Fund.  Many  shareholders  find this a
convenient way to diversify their investments.

3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends and/or capital gain
distributions  in cash.  If you have the money  sent to  another  person or to a
checking account, you may need a signature guarantee.

TO SELECT ONE OF THESE  OPTIONS,  PLEASE  COMPLETE THE  SHAREHOLDER  APPLICATION
INCLUDED  WITH THIS  PROSPECTUS  OR TELL YOUR  INVESTMENT  REPRESENTATIVE  WHICH
OPTION  YOU  PREFER.  IF YOU DO NOT  SELECT  AN  OPTION,  WE WILL  AUTOMATICALLY
REINVEST DIVIDEND AND CAPITAL GAIN  DISTRIBUTIONS IN THE SAME CLASS OF THE FUND.
For Trust  Company  retirement  plans,  special  forms are  required  to receive
distributions  in cash. You may change your  distribution  option at any time by
notifying  us by mail or phone.  Please  allow at least  seven days prior to the
record date for us to process the new option.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

HOW AND WHEN SHARES ARE PRICED

The Fund is open for business  each day the NYSE is open.  We determine  the Net
Asset  Value  per  share of each  class as of the  scheduled  close of the NYSE,
generally 4:00 p.m. Eastern time. You can find the prior day's closing Net Asset
Value and Offering Price for each class in many newspapers.

The Net Asset Value of all  outstanding  shares of each class is calculated on a
pro rata basis. It is based on each class'  proportionate  participation  in the
Fund,  determined by the value of the shares of each class. Each class, however,
bears the Rule 12b-1 fees payable  under its Rule 12b-1 plan.  To calculate  Net
Asset  Value per share of each  class,  the  assets of each class are valued and
totaled,  liabilities are  subtracted,  and the balance,  called net assets,  is
divided by the number of shares of the class outstanding.  The Fund's assets are
valued as described under "How Are Fund Shares Valued?" in the SAI.

THE PRICE WE USE WHEN YOU BUY OR SELL SHARES

You buy shares at the Offering  Price of the class you wish to purchase,  unless
you qualify to buy shares at a reduced sales charge or with no sales charge. The
Offering Price of each class is based on the Net Asset Value per share of the


                             Templeton Global Opportunities Trust <W033>33
                    

class and includes the maximum sales charge. We calculate it to two
decimal places using standard rounding criteria. You sell shares at Net
Asset Value.

We  will  use the  Net  Asset  Value  next  calculated  after  we  receive  your
transaction  request in proper  form.  If you buy or sell  shares  through  your
Securities  Dealer,  however,  we will use the Net Asset  Value next  calculated
after  your  Securities   Dealer  receives  your  request,   which  is  promptly
transmitted to the Fund. Your redemption proceeds will not earn interest between
the time we  receive  the order from your  dealer  and the time we  receive  any
required documents.

PROPER FORM

An order to buy shares is in proper form when we receive your signed shareholder
application and check. Written requests to sell or exchange shares are in proper
form when we receive written  instructions signed by all registered owners, with
a signature  guarantee if necessary.  We must also receive any outstanding share
certificates for those shares.

WRITTEN INSTRUCTIONS

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

<T033>  Your name,

<T033>  The Fund's name,

<T033>  The class of shares,

<T033>  A description of the request,

<T033>  For exchanges, the name of the fund you're exchanging into,

<T033>  Your account number,

<T033>  The dollar amount or number of shares, and

<T033>  A telephone number where we may reach you during the day, or in
        the evening if preferred.

SIGNATURE GUARANTEES

For our mutual protection, we require a signature guarantee in the following
situations:

1)  You wish to sell over $50,000 worth of shares,



Templeton Global Opportunities Trust <W033>34



2)  You want the proceeds to be paid to someone other than the
    registered owners,

3)  The proceeds are not being sent to the address of record,
    preauthorized bank account, or preauthorized brokerage firm account,

4)  We receive instructions from an agent, not the registered owners,

5)  We believe a signature guarantee would protect us against potential
    claims based on the instructions received.

A signature  guarantee  verifies the  authenticity  of your signature and may be
obtained from certain banks,  brokers or other eligible  guarantors.  YOU SHOULD
VERIFY  THAT THE  INSTITUTION  IS AN  ELIGIBLE  GUARANTOR  PRIOR TO  SIGNING.  A
NOTARIZED SIGNATURE IS NOT SUFFICIENT.

SHARE CERTIFICATES

We will  credit  your  shares  to  your  Fund  account.  We do not  issue  share
certificates  unless you  specifically  request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed,  you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.

Any outstanding  share  certificates must be returned to the Fund if you want to
sell or  exchange  those  shares  or if you  would  like to  start a  systematic
withdrawal plan. The certificates  should be properly endorsed.  You can do this
either  by  signing  the  back  of the  certificate  or by  completing  a  share
assignment  form.  For your  protection,  you may  prefer  to  complete  a share
assignment  form. In this case, you should send the  certificate  and assignment
form in separate envelopes.

TELEPHONE TRANSACTIONS

You may initiate  many  transactions  by phone.  Please refer to the sections of
this  prospectus  that  discuss the  transaction  you would like to make or call
Shareholder Services.

We  may  only  be  liable  for  losses  resulting  from  unauthorized  telephone
transactions if we do not follow  reasonable  procedures  designed to verify the
identity  of the  caller.  When you  call,  we will  request  personal  or other
identifying information, and will also record calls. For your protection, we may
delay a transaction or not implement one if we are not reasonably satisfied that
telephone  instructions are genuine.  If this occurs,  we will not be liable for
any loss.


                         Templeton Global Opportunities Trust <W033>35



If our lines are busy or you are otherwise  unable to reach us by phone, you may
wish to ask  your  investment  representative  for  assistance  or send  written
instructions to us, as described elsewhere in this prospectus. If you are unable
to execute a transaction by telephone, we will not be liable for any loss.

TRUST  COMPANY  RETIREMENT  PLAN  ACCOUNTS.  You may not sell  shares  or change
distribution  options on Trust Company  retirement plans by phone. While you may
exchange  shares of Trust Company IRA and 403(b)  retirement  accounts by phone,
certain restrictions may be imposed on other retirement plans.

To obtain any required forms or more information about  distribution or transfer
procedures, please call our Retirement Plans Department.

ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS

When  you  open an  account,  you  need to tell  us how  you  want  your  shares
registered.  How you register your account will affect your ownership rights and
ability  to make  certain  transactions.  If you  have  questions  about  how to
register your account,  you should  consult your  investment  representative  or
legal advisor.  Please keep the following  information in mind when  registering
your account.

JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account  as "joint  tenants  with  rights of  survivorship"  unless  you tell us
otherwise.  An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, all owners must sign instructions to process transactions and changes to
the account. Even if the law in your state says otherwise,  you will not be able
to change owners on the account unless all owners agree in writing. If you would
like another person or owner to sign for you,  please send us a current power of
attorney.

GIFTS AND  TRANSFERS TO MINORS.  You may set up a custodial  account for a minor
under your state's Uniform  Gifts/Transfers  to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.

TRUSTS. If you register your account as a trust, you should have a valid written
trust  document to avoid future  disputes or possible court action over who owns
the account.

REQUIRED DOCUMENTS. For corporate,  partnership and trust accounts,  please send
us the  following  documents  when you open your  account.  This will help avoid
delays in  processing  your  transactions  while we  verify  who may sign on the
account.



Templeton Global Opportunities Trust <W033>36




TYPE OF ACCOUNT                 DOCUMENTS REQUIRED
- ------------------------------- ----------------------------------------------
CORPORATION                     Corporate Resolution
- ------------------------------- ----------------------------------------------
PARTNERSHIP                     1. The pages from the partnership agreement
                                   that identify the general partners, or

                                2. A certification for a partnership
                                   agreement
- ------------------------------- ----------------------------------------------
TRUST                           1. The pages from the trust document that
                                   identify the trustees, or

                                2. A certification for trust
- ------------------------------- ----------------------------------------------

STREET OR  NOMINEE  ACCOUNTS.  If you have Fund  shares  held in a  "street"  or
"nominee" name account with your Securities  Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement  with  Distributors  or we will not process the transfer.
Contact your  Securities  Dealer to initiate the  transfer.  We will process the
transfer  after we receive  authorization  in proper  form from your  delivering
Securities Dealer. Accounts may be transferred  electronically through the NSCC.
For accounts  registered  in street or nominee  name,  we may take  instructions
directly from the Securities Dealer or your nominee.

ELECTRONIC INSTRUCTIONS. If there is a Securities Dealer or other representative
of record on your  account,  we are  authorized  to use and  execute  electronic
instructions. We can accept electronic instructions directly from your dealer or
representative without further inquiry. Electronic instructions may be processed
through  the  services  of  the  NSCC,   which  currently   include  the  NSCC's
"Networking," "Fund/SERV," and "ACATS" systems, or through Frank-lin/Templeton's
PCTrades II System.

TAX IDENTIFICATION NUMBER

For tax reasons, we must have your correct Social Security or tax identification
number on a signed  shareholder  application or applicable tax form. Federal law
requires us to withhold 31% of your taxable  distributions  and sale proceeds if
(i) you have not furnished a certified correct taxpayer  identification  number,
(ii) you have not certified that withholding does not apply,  (iii) the IRS or a
Securities Dealer notifies the Fund that the number you gave us is incorrect, or
(iv) you are subject to backup withholding.

We may  refuse  to open an  account  if you fail to  provide  the  required  tax
identification number and certifications.  We may also close your account if the
IRS  notifies  us that  your tax  identification  number  is  incorrect.  If you
complete


                              Templeton Global Opportunities Trust <W033>37


an "awaiting TIN"  certification,  we must receive a correct tax  identification
number within 60 days of your initial purchase to keep your account open.

KEEPING YOUR ACCOUNT OPEN

Due to the relatively  high cost of  maintaining a small  account,  we may close
your  account if the value of your shares is less than $50. We will only do this
if the value of your account fell below this amount because you voluntarily sold
your shares and your account has been inactive  (except for the  reinvestment of
distributions)  for at least six months.  Before we close your account,  we will
notify you and give you 30 days to increase the value of your account to $100.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

AUTOMATIC INVESTMENT PLAN

Our  automatic  investment  plan offers a convenient  way to invest in the Fund.
Under the plan, you can have money transferred  automatically from your checking
account to the Fund each month to buy additional  shares.  If you are interested
in this  program,  please refer to the account  application  included  with this
prospectus or contact your  investment  representative.  The market value of the
Fund's shares may fluctuate and a systematic  investment  plan such as this will
not assure a profit or protect  against a loss. You may  discontinue the program
at any time by notifying Investor Services by mail or phone.

SYSTEMATIC WITHDRAWAL PLAN

Our  systematic  withdrawal  plan  allows you to sell your  shares  and  receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50. For retirement plans subject to
mandatory distribution requirements, the $50 minimum will not apply.

If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder  application included with
this  prospectus and indicate how you would like to receive your  payments.  You
may choose to direct  your  payments  to buy the same class of shares of another
Franklin  Templeton  Fund or have the money  sent  directly  to you,  to another
person, or to a checking account.


Templeton Global Opportunities Trust <W033>38



You will generally receive your payment by the last business day of the month in
which a payment  is  scheduled.  When you sell your  shares  under a  systematic
withdrawal plan, it is a taxable transaction.

Because of the front-end sales charge, you may not want to set up a
systematic withdrawal plan if you plan to buy shares on a regular basis.
Shares sold under the plan may also be subject to a Contingent Deferred
Sales Charge. Please see "Contingent Deferred Sales Charge" under "How Do
I Sell Shares?"

You may discontinue a systematic withdrawal plan, change the amount and schedule
of  withdrawal  payments,  or suspend one payment by  notifying us in writing at
least  seven  business  days  before the end of the month  preceding a scheduled
payment.  Please  see  "How Do I Buy,  Sell  and  Exchange  Shares?  -Systematic
Withdrawal Plan" in the SAI for more information.

TELEFACTS(R)

From a touch-tone  phone,  you may call our  TeleFACTS  system (day or night) at
1-800/247-1753 to:

<T033>   obtain information about your account;

<T033>   obtain price and performance information about any Franklin
         Templeton Fund;

<T033>   exchange shares between identically registered Franklin
         accounts; and

<T033>   duplicate statements and deposit slips for Franklin accounts.

You will need the code number for each class to use TeleFACTS.  The code numbers
for Class I and Class II are 415 and 515.

STATEMENTS AND REPORTS TO SHAREHOLDERS

We will send you the following statements and reports on a regular basis:

<T033>  Confirmation  and account  statements  reflecting  transactions  in your
  account,  including  additional purchases and dividend  reinvestments.  PLEASE
  VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.

<T033>  Financial  reports of the Fund will be sent every six months.  To reduce
  Fund expenses,  we attempt to identify related shareholders within a household
  and send only one copy of a report. Call Fund Information if you would like an
  additional free copy of the Fund's financial  reports or an interim  quarterly
  report.


                              Templeton Global Opportunities Trust <W033>39


INSTITUTIONAL ACCOUNTS

Additional  methods of buying,  selling or exchanging  shares of the Fund may be
available to institutional accounts. For further information, call Institutional
Services.

AVAILABILITY OF THESE SERVICES

The services above are available to most shareholders.  If, however, your shares
are held by a financial  institution,  in a street name  account,  or  networked
through the NSCC, the Fund may not be able to offer these  services  directly to
you. Please contact your investment representative.

WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?

If you have any questions about your account, you may write to Investor
Services, P.O. Box 33030, St. Petersburg, FL 33733-8030. The Fund and
Distributors are also located at this address. You may also contact us by
phone at one of the numbers listed below.
<TABLE>
<CAPTION>

                                               HOURS OF OPERATION (EASTERN
DEPARTMENT NAME             TELEPHONE NO.      TIME)(MONDAY THROUGH FRIDAY)
- --------------------------- ------------------ -----------------------------
<S>                         <C>                <C>
Shareholder Services        1-800/632-2301     8:30 a.m. to 8:00 p.m.

Dealer Services             1-800/524-4040     8:30 a.m. to 8:00 p.m.

Fund Information            1-800/DIAL BEN     8:30 a.m. to 11:00 p.m.
                            (1-800/342-5236)   11:30 a.m. to 8:00 p.m.
                                               (Saturday)

Retirement Plans            1-800/527-2020     8:30 a.m. to 8:00 p.m.

Institutional Services      1-800/321-8563     9:00 a.m. to 8:00 p.m.

TDD (hearing impaired)      1-800/851-0637     8:30 a.m. to 8:00 p.m.
</TABLE>

Your phone call may be monitored or recorded to ensure we provide you
with high quality service. You will hear a regular beeping tone if your
call is being recorded.



Templeton Global Opportunities Trust <W033>40

GLOSSARY

USEFUL TERMS AND DEFINITIONS

1933 ACT - Securities Act of 1933, as amended.

1940 ACT - Investment Company Act of 1940, as amended.

BOARD - The Board of Trustees of the Fund.

CD - Certificate of deposit.

CLASS I AND CLASS II - The Fund offers two classes of shares,  designated "Class
I" and "Class II." The two classes  have  proportionate  interests in the Fund's
portfolio. They differ, however,  primarily in their sales charge structures and
12b-1 plans.

CODE - Internal Revenue Code of 1986, as amended.

CONTINGENCY  PERIOD - For Class I shares,  the 12 month  period  during  which a
Contingent Deferred Sales Charge may apply. For Class II shares, the contingency
period is 18 months.  Regardless of when during the month you purchased  shares,
they will age one month on the last day of that month and each following month.

CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.

DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the Fund's
principal underwriter. The SAI lists the officers and Board members who
are affiliated with Distributors. See "Officers and Trustees."

ELIGIBLE  GOVERNMENTAL  AUTHORITY  -  any  state  or  local  government  or  any
instrumentality, department, authority or agency thereof that has determined the
Fund is a legally  permissible  investment  and that can only buy  shares of the
Fund without paying sales charges.

FRANKLIN  FUNDS - the mutual  funds in the  Franklin  Group of  Funds(R)  except
Franklin Valuemark Funds and the Franklin Government Securities Trust.

FRANKLIN TEMPLETON FUNDS - the Franklin Funds and the Templeton Funds.

FRANKLIN  TEMPLETON GROUP - Franklin  Resources,  Inc., a publicly owned holding
company, and its various subsidiaries.

INTERCAPITAL - Dean Witter InterCapital,  Inc., the Fund's sub-adviser,  located
at Two World Trade Center, New York, NY 10048.



                         Templeton Global Opportunities Trust <W033>41



INVESTOR  SERVICES -  Franklin/Templeton  Investor  Services,  Inc.,  the Fund's
transfer agent and shareholder servicing agent.

IRS - Internal Revenue Service.

LETTER - Letter of Intent.

MARKET  TIMER(S) - Market Timers  generally  include market timing or allocation
services,  accounts  administered so as to buy, sell or exchange shares based on
predetermined market indicators,  or any person or group whose transactions seem
to follow a timing pattern.

MOODY'S - Moody's Investors Service, Inc.

NASD - National Association of Securities Dealers, Inc.

NET ASSET VALUE (NAV) - the value of a mutual fund is  determined  by  deducting
the fund's  liabilities  from the total assets of the  portfolio.  The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.

NSCC - National Securities Clearing Corporation.

NYSE - New York Stock Exchange, Inc.

OFFERING  PRICE - The public  offering price is based on the Net Asset Value per
share of the  class  and  includes  the  front-end  sales  charge.  The  maximum
front-end sales charge is 5.75% for Class I and 1% for Class II.

QUALIFIED  RETIREMENT  PLAN(S) - an employer sponsored pension or profit-sharing
plan that  qualifies  under section 401 of the Code.  Examples  include  401(k),
money purchase pension, profit sharing and defined benefit plans.

REIT - Real Estate Investment Trust.

RESOURCES - Franklin Resources, Inc.

SAI - Statement of Additional Information.

S&P - Standard & Poor's Corporation.

SEC - U.S. Securities and Exchange Commission.

SECURITIES  DEALER - a financial  institution  that,  either directly or through
affiliates,  has an agreement with  Distributors  to handle  customer orders and
accounts  with the Fund.  This  reference is for  convenience  only and does not
indicate a legal conclusion of capacity.

SEP - an employer sponsored  simplified  employee pension plan established under
section 408(k) of the Code.



Templeton Global Opportunities Trust <W033>42


TELEFACTS(R) - FRANKLIN TEMPLETON'S AUTOMATED CUSTOMER SERVICING SYSTEM.

TEMPLETON  FUNDS - the U.S.  registered  mutual funds in the Templeton  Group of
Funds except  Templeton  Capital  Accumulator  Fund,  Inc.,  Templeton  Variable
Annuity Fund, and Templeton Variable Products Series Fund.

TGII - Templeton Global Investors, Inc.

TICI -  Templeton  Investment  Counsel,  Inc.,  the Fund's  investment  manager,
located at Broward Financial Centre, Fort Lauderdale, FL 33394-3091.

TRUST COMPANY - Franklin Templeton Trust Company. Trust Company is an
affiliate of Distributors and both are wholly owned subsidiaries of
Resources.

U.S. - United States.

WE/OUR/US - Unless the context indicates a different meaning,  these terms refer
to the Fund and/or  Investor  Services,  Distributors,  or another  wholly owned
subsidiary of Resources.


                                Templeton Global Opportunities Trust <W033>43




INSTRUCTIONS AND IMPORTANT NOTICE

SUBSTITUTE W-9 INSTRUCTIONS INFORMATION

GENERAL. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.

OBTAINING  A  NUMBER.  If you do not  have  a  Social  Security  Number/Taxpayer
Identification Number or you do not know your SSN/TIN, you must obtain Form SS-5
or Form SS-4 from your local Social Security or IRS office and apply for one. If
you  have  checked  the  "Awaiting  TIN"  box  and  signed  the   certification,
withholding will apply to payments relating to your account unless you provide a
certified TIN within 60 days.

WHAT SSN/TIN TO GIVE. Please refer to the following guidelines:
<TABLE>

<CAPTION>

ACCOUNT TYPE           GIVE SNN OF       ACCOUNT TYPE         GIVE EMPLOYER ID #
                                                              OF
- ---------------------- ----------------- -------------------- --------------------
<S>                    <C>               <C>                  <C>

 Individual             Individual        Trust, Estate, or     Trust, Estate, or
                                          Pension Plan Trust    Pension Plan Trust
 ---------------------- ----------------- -------------------- --------------------
 Joint Individual       Owner who will     Corporation,          Corporation,
                        be paying tax or   Partnership, or       Partnership, or
                        first-named        other organization    other organization
                        individual
- ---------------------- ----------------- -------------------- --------------------
 Unif. Gift/             Minor              Broker nominee       Broker nominee
 Transfer to Minor
- ---------------------- ----------------- -------------------- --------------------
 Sole Proprietor         Owner of  
                         business
- ---------------------- ----------------- -------------------- --------------------
Legal Guardian           Ward, Minor,
                         or Incompetent
- ---------------------- ----------------- -------------------- --------------------
</TABLE>

EXEMPT RECIPIENTS. Please provide your TIN and check the "Exempt
Recipient" box if you are an exempt recipient. Exempt recipients include:

        A corporation                      A registered dealer in
                                           securities or commodities
                                           registered in the

        A financial institution            U.S. or a U.S. possession

        An organization exempt from tax    A real estate investment trust
        under section  501(a), or an 
        individual retirement plan         A common trust fund operated
                                           by a bank under section 584(a)




Templeton Global Opportunities Trust   44




        An exempt  charitable  remainder An entity  registered at all trust or a
        non-exempt  trust  times  under  the  Investment  described  in  section
        4947(a)(1) Company Act of 1940

IRS PENALTIES. If you do not supply us with your SSN/TIN, you will be subject to
an IRS $50  penalty  unless  your  failure  is due to  reasonable  cause and not
willful neglect. If you fail to report certain income on your federal income tax
return,  you will be treated as  negligent  and subject to an IRS 20% penalty on
any  underpayment  of tax  attributable  to such  negligence,  unless  there was
reasonable cause for the resulting  underpayment and you acted in good faith. If
you falsify information on this form or make any other false statement resulting
in no  backup  withholding  on an  account  which  should be  subject  to backup
withholding,  you may be subject to an IRS $500  penalty  and  certain  criminal
penalties including fines and imprisonment.

SUBSTITUTE W-8 INSTRUCTIONS INFORMATION

EXEMPT FOREIGN PERSON. Check the "Exempt Foreign Person" box if you qualify as a
non-resident  alien or  foreign  entity  that is not  subject  to  certain  U.S.
information return reporting or to backup  withholding rules.  Dividends paid to
your  account  may be subject to  withholding  of up to 30%.  You are an "Exempt
Foreign  Person" if you are not (1) a citizen or resident of the U.S.,  or (2) a
U.S. corporation,  partnership,  estate, or trust. In the case of an individual,
an "Exempt Foreign  Person" is one who has been  physically  present in the U.S.
for less than 31 days during the current  calendar  year. An  individual  who is
physically  present in the U.S. for at least 31 days during the current calendar
year will  still be treated as an "Exempt  Foreign  Person,"  provided  that the
total number of days physically present in the current calendar year and the two
preceding  calendar  years does not exceed 183 days (counting all of the days in
the current  calendar year,  only  one-third of the days in the first  preceding
calendar year and only  one-sixth of the days in the second  preceding  calendar
year). In addition,  lawful permanent residents or green card holders may not be
treated as "Exempt Foreign Persons." If you are an individual or an entity,  you
must not now be,  or at this  time  expect  to be,  engaged  in a U.S.  trade or
business  with respect to which any gain derived from  transactions  effected by
the Fund/Payer during the calendar year is effectively connected to the U.S. (or
your transactions are exempt from U.S. taxes under a tax treaty).

PERMANENT ADDRESS. The Shareholder Application must contain your
permanent address if you are an "Exempt Foreign Person." If you are an
individual, provide your permanent address. If you are a partnership or
corporation, provide the


                                     Templeton Global Opportunities Trust 45


address of your  principal  office.  If you are an estate or trust,  provide the
address of your permanent residence or the principal office of any fiduciary.

NOTICE OF CHANGE IN STATUS.  If you become a U.S.  citizen or resident after you
have provided  certification  of your foreign  status,  or if you cease to be an
"Exempt Foreign  Person," you must notify the Fund/Payer  within 30 days of your
change in status. Reporting will then begin on the account(s) listed, and backup
withholding  may also begin  unless you certify to the  Fund/Payer  that (1) the
taxpayer  identification  number you have given is correct, and (2) the Internal
Revenue Service has not notified you that you are subject to backup  withholding
because you failed to report certain  interest or dividend  income.  You may use
Form  W-9,   "Payer's   Request   for   Taxpayer   Identification   Number   and
Certification," to make these certifications. If an account is no longer active,
you do not have to notify a Fund/Payer or broker of your change in status unless
you also have another account with the same Fund/Payer that is still active.  If
you receive  interest  from more than one  Fund/Payer or have dealings with more
than one broker or barter  exchange,  file a certificate  with each. If you have
more than one account with the same  Fund/Payer,  the Fund/Payer may require you
to file a separate certificate for each account.

WHEN TO FILE. File these  certifications  with the Fund before a payment is made
to you,  unless  you have  already  done  this in  either  of the two  preceding
calendar years.

HOW OFTEN YOU MUST FILE. This certificate  generally remains in effect for three
calendar  years.  A  Fund/Payer  or  broker,  however,  may  require  that a new
certificate  be filed each time a payment is made.  On joint  accounts for which
each joint  owner is a foreign  person,  each must  provide a  certification  of
foreign status.


Templeton Global Opportunities Trust   46




FOR CORPORATE SHAREHOLDERS--FORM OF RESOLUTION

It will be necessary for corporate shareholders to provide a certified copy of a
resolution or other  certificate  of authority to authorize the purchase as well
as sale (redemption) of shares and withdrawals by checks or drafts.  You may use
the  following  form of  resolution  or you may  prefer to use your  own.  It is
understood  that the  Fund,  Franklin  Templeton  Distributors,  Inc.,  Franklin
Templeton Investor  Services,  Inc., the custodian bank and their affiliates may
rely upon these  authorizations  until  revoked  or  amended  by written  notice
delivered by registered or certified mail to the Fund.

CERTIFIED COPY OF RESOLUTION (Corporation or Association)

The undersigned hereby certifies and affirms that he/she is the duly
elected
_______________________________of_______________________________
                Title                         Corporate Name

a  _______________________________  organized under the laws of the State of
        Type of Organization

 ___________________  and that the following is a true and correct copy
        State

of a resolution adopted by the Board of Directors at a meeting duly
called and held on  __________________________
                               Date

    RESOLVED, that the _____________________________________________
                                Officers' Titles

    of this  Corporation or Association are authorized to open an account in the
    name of the  Corporation  or  Association  with one or more of the  Franklin
    Group of Funds or Templeton Family of Funds (collectively,  the "Funds") and
    to deposit such funds of this  Corporation or Association in this account as
    they deem  necessary or  desirable;  that the persons  authorized  below may
    endorse  checks  and  other  instruments  for  deposit  to said  account  or
    accounts; and

    FURTHER RESOLVED, that any of the following  __________  officers are
                                                    number

    authorized  to sign any share  assignment on behalf of this  Corporation  or
    Association  and to take any other  actions as may be  necessary  to sell or
    redeem its shares in the Funds or to sign checks or drafts withdrawing funds
    from the account; and

    FURTHER RESOLVED,  that this Corporation or Association shall hold harmless,
    indemnify,  and defend the Funds,  their custodian bank,  Franklin Templeton
    Distributors,  Inc.,  Franklin Templeton Investor Services,  Inc., and their
    affiliates, from any claim, loss or liability resulting in whole or in


                              Templeton Global Opportunities Trust   47


    part, directly or indirectly, from their reliance from time to time upon any
    certifications  by  the  secretary  or  any  assistant   secretary  of  this
    Corporation or Association as to the names of the individuals occupying such
    offices and their  acting in reliance  upon these  resolutions  until actual
    receipt  by them  of a  certified  copy  of a  resolution  of the  Board  of
    Directors of the Corporation or Association modifying or revoking any or all
    such resolutions.

The undersigned further certifies that the below named persons, whose signatures
appear opposite their names and office titles,  are duly elected officers of the
Corporation or Association. (Attach additional list if necessary.)

- --------------------------------        --------------------------------
name/title (please print or type)        Signature

- --------------------------------        --------------------------------
name/title (please print or type)       Signature

- --------------------------------        --------------------------------
name/title (please print or type)       Signature

- --------------------------------        --------------------------------
name/title (please print or type)       Signature

- --------------------------------        --------------------------------
Name of Corporation or Association      Date

Certified from minutes ________________________________________________
                         Name and Title
                         CORPORATE SEAL (if appropriate)


Templeton Global Opportunities Trust   48


FRANKLIN TEMPLETON
TELEPHONE REDEMPTION AUTHORIZATION 
AGREEMENT

You may use Franklin Templeton's telephone redemption privilege  to  redeem
uncertificated Franklin Templeton Fund shares for up to $50,000 (or  your
shareholder account balance, whichever is less) per day, per fund account in
accordance with the terms of the Funds' prospectus.

The  telephone  redemption  privilege  is  available  only to  shareholders  who
specifically  request it. If you would like to add this redemption  privilege to
the other  telephone  transaction  privileges  now  automatically  available  to
Franklin Templeton Fund shareholders,  please sign and return this authorization
to Franklin/Templeton  Investor Services,  Inc. ("Investor Services"),  transfer
agent and shareholder servicing agent for the Franklin Templeton Funds.

SHAREHOLDER AUTHORIZATION: I/We request the telephone redemption
privilege under the terms described below and in the prospectus for each
investment company in Franklin Templeton (a "Franklin Templeton Fund" or
a "Fund"), now open or opened at a later date, holding shares registered
as follows:

- -------------------------------------------------------------------
Print name(s) as shown in registration (called "Shareholder")

- -------------------------------------------------------------------
Account number(s)

I/We authorize  each Fund and Investor  Services to honor and act upon telephone
requests,  given as  provided  in this  agreement,  to  redeem  shares  from any
Shareholder account.

- --------------------------------        --------------------------------
Signature(s) of all registered owners
and date

- --------------------------------        --------------------------------
Printed name (and title/capacity, if
applicable)

VERIFICATION  PROCEDURES:  I/We understand  and agree that:  (1) each Fund and
Investor Services will employ reasonable procedures to confirm that redemption
instructions communicated  by telephone are genuine  and  that  if  these
confirmation procedures are not followed, the Fund or Investor Services may be
liable for any losses due to unauthorized or fraudulent telephone  instructions;
(2) the confirmation procedures  will include the recording of telephone calls
requesting redemptions, requiring  that the caller  provide  certain  personal
and/or account information requested by the telephone service agent at the time
of the call for the purpose of establishing the caller's identification, and the
sending of confirmation statements to the  address of record each time a
redemption is



                                   Templeton Global Opportunities Trust   49



initiated by telephone; and (3) as long as the Fund and Investor Services follow
the confirmation procedures in acting on instructions  communicated by telephone
which were  reasonably  believed to be genuine at the time of  receipt,  neither
they nor their  parent or  affiliates  will be liable  for any loss,  damages or
expenses caused by an unauthorized or fraudulent redemption request.

JOINTLY  OWNED/CO-TRUSTEE  ACCOUNTS: Each of us signing this agreement as either
joint owners or co-trustees  authorize each Fund and Investor  Services to honor
telephone  redemption requests given by ANY ONE of the signers or our investment
representative of record, if any, ACTING ALONE.

APPOINTMENT OF ATTORNEY-IN-FACT: In order to issue telephone redemption requests
acting alone, each of us individually makes the following appointment:  I hereby
appoint    the   other    joint    owner(s)/co-trustee(s)    as   my    agent(s)
(attorney[s]-in-fact)  with full power and authority to individually  act for me
in any lawful way with  respect to the  issuance  of  instructions  to a Fund or
Investor Services in accordance with the telephone  redemption privilege we have
requested by signing this agreement.  This appointment  shall not be affected by
my subsequent  disability or incompetency and shall remain in effect until it is
revoked  by either  written  notice  from any one of us  delivered  to a Fund or
Investor Services by registered mail, return receipt requested,  or by a Fund or
Investor Services upon receipt of any information that causes a Fund or Investor
Services  to  believe in good faith that there is or that there may be a dispute
among any of us with respect to the Franklin  Templeton Fund account(s)  covered
by this  agreement.  Each of us agrees to notify the Fund or  Investor  Services
immediately upon the death of any of the undersigned.

CORPORATE/PARTNERSHIP/TRUST/RETIREMENT  ACCOUNTS: The Shareholder and each of us
signing this  agreement on behalf of the  Shareholder  represent  and warrant to
each Franklin  Templeton Fund and Investor Services that the Shareholder has the
authority to enter into this  agreement and that each of us are duly  authorized
to execute this agreement on behalf of the Shareholder.  The Shareholder  agrees
that its election of the  telephone  redemption  privilege  means that a Fund or
Investor Services may honor a telephone redemption request given by ANY officer/
partner/member/administrator or agent of Shareholder ACTING ALONE.

RESTRICTED ACCOUNTS: Telephone redemptions and dividend option changes
may not be accepted on Franklin Templeton Trust Company retirement accounts.

PLEASE RETURN THIS FORM TO:

     Franklin/Templeton Investor Services, Inc.
     P.O. Box 33030
     St. Petersburg, FL 33733-8030



Templeton Global Opportunities Trust   50




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                                   Templeton Global Opportunities Trust   51



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Templeton Global Opportunities Trust   52




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                                     Templeton Global Opportunities Trust  53





FRANKLIN TEMPLETON GROUP OF FUNDS

LITERATURE  REQUEST  Call  1-800/DIAL  BEN  (1-800/342-5236)  today  for a  free
descriptive  brochure  and  prospectus  on any of the funds  listed  below.  The
prospectus  contains  more complete  information,  including  fees,  charges and
expenses, and should be read carefully before investing or sending money.

INTERNATIONAL GROWTH       Franklin MidCap Growth    FRANKLIN FUNDS SEEKING
Franklin Global Health     Fund                      TAX-FREE INCOME
Care Fund                  Franklin Small Cap        Federal
Franklin International     Growth Fund               Intermediate-Term
Equity Fund                                          Tax-Free Income Fund
Franklin Templeton Japan   GROWTH AND INCOME         Federal Tax-Free
Fund                       Franklin Asset            Income Fund
Templeton Developing       Allocation Fund           High Yield Tax-Free
Markets Trust              Franklin Balance Sheet    Income Fund
Templeton Foreign Fund     Investment Fund           Insured Tax-Free
Templeton Global           Franklin Convertible      Income Fund
Infrastructure Fund        Securities Fund           Puerto Rico Tax-Free
Templeton Global           Franklin Equity Income    Income Fund
Opportunities Trust        Fund                      Tax-Exempt Money Fund
Templeton Global Real      Franklin Income Fund
Estate Fund                Franklin MicroCap Value   FRANKLIN
Templeton Global Smaller   Fund                      STATE-SPECIFIC FUNDS
Companies Fund             Franklin Natural          SEEKING TAX-FREE INCOME
Templeton Greater          Resources Fund            Alabama
European Fund              Franklin Real Estate      Arizona*
Templeton Growth Fund      Securities Fund           Arkansas**
Templeton Latin America    Franklin Rising           California*
Fund                       Dividends Fund            Colorado
Templeton Pacific Growth   Franklin Strategic        Connecticut
Fund                       Income Fund               Florida*
Templeton World Fund       Franklin Utilities Fund   Georgia
                           Franklin Value Fund       Hawaii**

INTERNATIONAL GROWTH       Templeton American        Indiana
AND INCOME                 Trust, Inc.               Kentucky
Franklin Global                                      Louisiana
Utilities Fund             INCOME                    Maryland
Franklin Templeton German  Franklin Adjustable Rate  Massachusetts***
Government Bond Fund       Securities Fund           Michigan*
Franklin Templeton         Franklin Adjustable U.S.  Minnesota***
Global Currency Fund       Government Securities     Missouri
Templeton Global Bond      Fund                      New Jersey
Fund                       Franklin AGE High         New York*
Templeton Growth and       Income Fund               North Carolina
Income Fund                Franklin Investment       Ohio***
                           Grade Income Fund         Oregon

INTERNATIONAL INCOME       Franklin                  Pennsylvania
Franklin Global            Short-Intermediate U.S.   Tennessee**
Government                 Government Securities     Texas
Income Fund                Fund                      Virginia
Franklin Templeton Hard    Franklin U.S. Government  Washington**
Currency Fund              Securities Fund
Franklin Templeton High    Franklin Money Fund       VARIABLE ANNUITIES
Income Currency Fund       Franklin Federal Money    Franklin Valuemark(SM)
Templeton Americas         Fund                      Franklin Templeton
Government Securities                                Valuemark
Fund                       FOR NON-U.S. INVESTORS:   Income Plus (an
                           Franklin Tax-Advantaged   immediate annuity)

GROWTH                     High Yield Securities

Franklin Blue Chip Fund    Fund
Franklin California        Franklin Tax-Advantaged
Growth Fund                International Bond Fund
Franklin DynaTech Fund     Franklin Tax-Advantaged

Franklin Equity Fund       U.S.
Franklin Gold Fund         Government Securities
Franklin Growth Fund       Fund

                           FOR CORPORATIONS:
                           Franklin Corporate
                           Qualified
                           Dividend Fund

*Two or more fund  options  available:  long-term  portfolio,  intermediate-term
portfolio,  a portfolio  of insured  municipal  securities,  and/or a high yield
portfolio  (CA) and a money market  portfolio (CA and NY). **The fund may invest
up to 100% of its  assets in bonds  that pay  interest  subject  to the  federal
alternative minimum tax. ***Portfolio of insured municipal securities.

                                                              TL415 P 09/96






Logo Appears Here
FRANKLIN TEMPLETON

                                   TEMPLETON
                                     FUNDS
                                       
                                                            P.O. Box 33031
                                                            St. Petersburg, FL
                                                            33733-8031
                                                            1-800-393-3001

   Please do not use this form for any retirement plan for which Franklin
     Templeton Trust Company serves as custodian or trustee, or for Templeton 
     Money Fund, Templeton Institutional Funds or Templeton Capital Accumulator
     Fund. Request separate applications.
                                                       
 SHAREHOLDER APPLICATION OR REVISION  [] Please check the box if this is a 
 revision and see Section 8

Please check Class I or Class II, if  applicable,  next to your Fund  selection.
Class I and Class II shares have different sales charges and operating expenses,
among other differences, as described in each Fund's prospectus.Date
- ------------------
CLASS
 I      II        Templeton
 [ ]   [ ] $______American Trust
 [ ]        ______Americas Government Securities Fund
 [ ]   [ ]  ______Developing Markets Trust
 [ ]   [ ]  ______Foreign Fund
 [ ]   [ ]  ______Global Bond Fund

CLASS
 I      II        Templeton
 [ ]    [ ]$______Global Infrastructure Fund
 [ ]    [ ] ______Global Opportunities Trust
 [ ]    [ ] ______Global Real Estate Fund
 [ ]    [ ] ______Global Smaller Companies Fund
 [ ]    [ ] ______Greater European Fund

CLASS
 I      II        Templeton
 [ ]    [ ]$______Growth Fund
 [ ]    [ ] ______Growth and Income Fund
 [ ]        ______Japan Fund
 [ ]    [ ] ______Latin America Fund
 [ ]    [ ] ______World Fund

CLASS
 I      II
[ ]     [ ] Other:$______
        (except for Class II Money Fund)

          -----------------
          -----------------   
          ----------------

  1 ACCOUNT REGISTRATION - PLEASE PRINT

n INDIVIDUAL OR  JOINT ACCOUNT

- -------------------------------------------------------------------------------
  First name      Middle initial     Last name      Social Security number(SSN)


- -------------------------------------------------------------------------------
  Joint owner(s) Joint ownership means            Social Security number (SSN)
  "joint tenants with rights of
  survivorship"  unless otherwise specified.)  
ALL OWNERS MUST SIGN SECTION 4.

[] GIFTS/TRANSFERS TO A MINOR

- ----------------------------------------- As Custodian For  -----------------
  Name of custodian (one only)                           Minor's name (one only)


- ----------------------------------------- Uniform Gifts/
                                          Transfers to Minors Act-------------

  State (minor's or custodian's state      Minor's Social Security number
  of residence)  
  Please Note: Custodian's signature, not minor's, is required in Section 4.

- ------------------------------------------------------------------------------
[ ] TRUST, CORPORATION, PARTNERSHIP, RETIREMENTPLAN, OR OTHER ENTITY

- ------------------------------------------   ----------------------------------
  Name                                       Taxpayer identification number(TIN)

- -------------------------------------------
  Name of beneficiary (if to be included in  Date of trust document (must be
  the registration)                           completed for registration)

- -------------------------------------------------------------------------------
  Name of each trustee (if to be included in the registration)
==============================================================================
  2 ADDRESS

                                                                            
              
- --------------------------------------- Daytime Telephone(---)-----------------
 Street address (P.O. Box acceptable if                   Area code
  street address is given)                                          
                                                                              
            

- ---------------------------------------  Evening Telephone(---)---------------
 City                State     Zip code                   Area code

  I am a citizen of: [ ] U.S. or  [ ]_________________________________________
===============================================================================
  3 INITIAL INVESTMENT - $100 minimum initial investment

Enclosed is a check payable to the Fund indicated above for $__________________.
===============================================================================
4 SIGNATURE AND TAX CERTIFICATIONS - All registered owners must sign application

See  "Important  Notice  Regarding  Taxpayer  IRS  Certifications"  in  back  of
prospectus.  The Fund  reserves  the right to refuse to open an account  without
either a certified  taxpayer  identification  number  ("TIN"),  Social  Security
number  ("SSN"),  or a certification  of foreign status.  Failure to provide tax
certifications  in this  section  may result in backup  withholding  on payments
relating  to your  account  and/or  in your  inability  to  qualify  for  treaty
withholding  rates.  I am not subject to backup  withholding  because I have not
been notified by the IRS that I am subject to backup  withholding as a result of
a failure to report all interest or dividends or because the IRShas  notified me
that I am no longer subject to backup withholding. (If you are currently subject
to backup  withholding  as a result  of a failure  to  report  all  interest  or
dividends,  please cross out the preceding  statement.) 

[ ] The number shown above is my correct TIN or SSN, or that of the minor  
    named in section 1. 
[ ] Awaiting TIN. I am waiting for a number to be issued to me. I understand 
    that if I do not provide a TIN to the Fund within 60 days,  the Fund is 
    required to commence 31% backup withholding until I provide a certified TIN.
[ ]  Exempt Recipient. Individuals cannot be exempt. Check this box only after
     reading the instructions,  found in the back of the Fund's  prospectus, 
     to see whether you qualify  as an exempt  recipient. (You should still
     provide a TIN.) 
[ ]  Exempt Foreign Person.  Check this box only if the following  statement
     applies: "I am neither a citizen nor a resident of the United States.  I 
     certify to the best of my knowledge and belief,  I qualify as an exempt 
     foreign person and/or entity as described in the instructions, found in 
     the back of the Fund's prospectus."

   Permanent address for income 
   tax purposes:---------------------------------------------------------------
                Street Address           City     State    Country   Postal Code

PLEASE NOTE: The IRS only allows one TIN to be listed on an account.  On joint
accounts, it is preferred that the primary account owner (or person listed 
first on the account) list his/her number as requested above.

Certification  - Under the penalties of perjury,  I/we certify that (1) the
information  provided on this application is true,  correct and  complete,
(2) I/we have read the  prospectus(es)  for the Fund(s) in which I am/we are 
investing  and agree to the terms thereof,  and (3) I am/we are of legal age or
an emancipated  minor. I/we acknowledge that shares of the Fund(s) are not 
insured or guaranteed by any agency or  institution  and that an investment in
fund shares involves risks, including the possible loss of the principal amount
invested.
X                                                                 X
- ------------------------------------------------------------------------------
Signature                                                         Signature
X                                                                 X
- -------------------------------------------------------------------------------
Signature Signature Please make a photocopy of this application for your
records.
=============================================================================
  5 BROKER/DEALER USE ONLY - Please print
                                             Franklin Templeton Dealer #
  We hereby submit this application for the purchase of shares of the Fund(s)  
  and class(es) indicated in accordance with the terms of our selling agreement
  with Franklin/Templeton Distributors, Inc.("FTD"), and with the prospectus(es)
  for the Funds. We agree to notify FTD of any purchases of Class I shares which
  may be eligible for reduced or  eliminated  sales  charges. 
 
 WIRE ORDER ONLY: The attached check for $________________________  should be
  applied against wire order confirmation number________________________
                  dated____________________ for________________________ shares

  Securities Dealer Name
                        -------------------------------------------------------
  Main Office Address                   Main Office Telephone Number
                    --------------------                            -----------
  
  Branch # ___________Representative # ______Representative Name ______________

  Branch Address _____________________________Branch Telephone Number----------

  Authorized Signature, Securities Dealer _______________ Title----------------

  ACCEPTED: Franklin/Templeton Distributors, Inc. By __________------ Date-----
  
          Please see reverse side for shareholder account privileges.
  This application must be preceded or accompanied by a prospectus for the
  Fund(s) being purchased.
                          
                                                       TLGOF APP 08/96
                                                                          


6  DISTRIBUTION OPTIONS - Check one
Check one - if no box is checked, all dividends and capital gains will be 
reinvested in additional shares of the Fund.

[ ] Reinvest all dividends and capital gains.    [ ] Pay all dividends in cash
                                                  and reinvest capital gains.
[ ] Pay capital gains in cash and reinvest        [ ] Pay all dividends and 
    dividends.                                    capital gains in cash.
===============================================================================
  7 OPTIONAL SHAREHOLDER PRIVILEGES
A. Special Payment Instructions for Distributions (Check one box)
[ ] Invest distributions, as noted in Section 6, or l withdrawals, as noted in
    Section 7B, in another Franklin or Templeton Fund.
    Restrictions  may apply to purchases of shares of a different class. See the
    prospectus for details.

   Fund Name___________________________________  Existing Account Number

OR
[ ] Send my distributions, as noted in Section 6, to the person, named below,
    instead of as registered and addressed in Sections 1 and 2.
   Name ___________________________________  Street Address____________________
   City____________________________________  State _____________ ZipCode_______

- ------------------------------------------------------------------------------
B. Systematic Withdrawal Plan
   Please withdraw from my Franklin Templeton account $_______________________
   ($50 minimum) [ ] Monthly [ ] Quarterly [ ] Semi-Annually or [ ] Annually
   as set forth in the prospectus, starting in ________________________________
   (month).  The net asset value of the shares held must be at least  $5,000 at
    the time the plan is established.  Additional  restrictions may apply to 
    Class II or other shares subject to contingent  deferred  sales charge,
    as described in the prospectus.  Send the  withdrawals  to: [ ] address of
    record OR [ ] the Franklin or Templeton Fund, or person specified in 
    Section 7A - Special Payment Instructions for Distributions.

- -------------------------------------------------------------------------------
C. TELEPHONE TRANSACTIONS
   TELEPHONE  EXCHANGE  PRIVILEGE:   If  the  Fund  does  not  receive  specific
instructions  from the  shareholder,  either in  writing  or by  telephone,  the
Telephone Exchange  Privilege (see the prospectus) is automatically  extended to
each account.  The shareholder  should  understand,  however,  that the Fund and
Franklin Templeton  Investor Services,  Inc. ("FTI") or Franklin Templeton Trust
Company  and their  agents  will not be liable for any loss,  injury,  damage or
expense  as a result of  acting  upon  instructions  communicated  by  telephone
reasonably  believed to be genuine.  The shareholder agrees to hold the Fund and
its agents  harmless  from any loss,  claims,  or liability  arising from its or
their compliance with such instructions.  The shareholder  understands that this
option is subject to the terms and conditions set forth in the prospectus of the
fund to be acquired.
[ ] No, I do NOTwish to participate in the Telephone Exchange Privilege or
authorize the Fund or its agents,  including FTI or Templeton Funds Trust
Company, to act upon instructions received by telephone to exchange shares
for shares of any other account(s) within the Franklin Templeton Group of Funds.
   TELEPHONE  REDEMPTION  PRIVILEGE:  This  is  available  to  shareholders  who
specifically  request  it and who  complete  the  Franklin  Templeton  Telephone
Redemption Authorization Agreement in the back of the Fund's prospectus.

- -------------------------------------------------------------------------------
D. AUTOMATIC INVESTMENT PLAN
   IMPORTANT: ATTACH AN  UNSIGNED, VOIDED CHECK (FOR CHECKING ACCOUNTS) OR A
   SAVINGS ACCOUNT DEPOSIT SLIP HERE, AND COMPLETE THE INFORMATION BELOW.
   I/We would like to  establish an  Automatic  Investment  Plan (the "Plan") as
described  in the  prospectus.  I/We agree to  reimburse  FTI and/or FTD for any
expenses or losses that they may incur in connection with my/our Plan, including
any caused by my/our bank's failure to act in accordance with my/our request. If
my/our bank makes any erroneous  payment or fails to make a payment after shares
are  purchased on my/our  behalf,  any such  purchase may be cancelled  and I/we
hereby  authorize  redemptions  and/or  deductions  from my/our account for that
purpose.
   Debit my (circle one) savings, checking, other  ___________________________
account monthly for  $________________________  ($25 minimum) on or about the 
[ ]1st [ ]5th [ ]15th or [ ]20th day starting  ______________________ (month), 
to be invested in (name of  Fund)  ___________________________________ Account
Number (if known) _______________________________________________
   INSTRUCTIONS TO BANK - AUTOMATIC INVESTMENT PLAN AUTHORIZATION
   To:
      -----------------------------------------------------  ------------------
       Name of Your Bank                                     ABA Number

      -------------------------------  ------------------- ----------- --------
      Street  Address                   City                State     Zip Code  
I/We  authorize you to charge my/our Checking/Savings account and to make
payment to FTD, upon  instructions from FTD. I/We agree that in making payment
for such charges your rights shall be the same as if each were a charge made 
and signed  personally by me(us).  This  authority shall remain in effect until
you receive  written notice from me/us changing its terms or revoking it. Until
you actually  receive such notice,  I/we agree that you shall be fully  
protected  in paying any charge under this  authority.  I/We further agree that 
if any such charge is not made, whether with or without cause
and whether  intentionally  or  inadvertently,  you shall be under no  liability
whatsoever.
 X
- --------------------------------------------------------   ----------------
 Signature(s) EXACTLY as shown on your bank records               Date

- --------------------------------------------------------  ---------------------
Print Name(s)                                                Account Number

- ------------------------------- ------------------  -------------  ------------
 Your Street Address             City               State          Zip Code

- -------------------------------------------------------------------------------
E. Letter of Intent (LOI)-- Not Applicable to Purchases of Class II
[ ]I/We agree to the terms of the LOI and provisions for reservations of Class I
shares and grant FTD the security interest set forth in the prospectus. Although
I am/we are not  obligated to do so, it is my/our  intention to invest over a 13
month  period  in Class I and/or  Class II  shares  of one or more  Franklin  or
Templeton  Funds  (including  all money market  funds in the Franklin  Templeton
Group) an aggregate amount at least equal to that which is checked below. I
understand  that reduced  sales charges will apply only to purchases of Class I
shares.
<TABLE>
<CAPTION>

<S>                                             <C>                   <C>                  <C>                 <C>
[ ]$50,000-99,999(except for Global Bond Fund   [ ] $100,000-249,999  []$250,000-499,999  [] $500,000-999,999  []$1,000,000 or more
    and Americas Government Securities Fund)

</TABLE>

   Purchases of Class I shares under LOI of $1,000,000 or more are made at net
   asset value and may be subject to a contingent deferred sales charge as
   described in the prospectus.
   Purchases made within the last 90 days will be included as part of your LOI.
   However, certain employee benefit plans are subject to different rules.
   Please write in your account number(s)
                                        -----------  ------------  ------------
- -------------------------------------------------------------------------------
F. Cumulative Quantity Discount--Not Applicable to Purchases of Class II Shares
   Class I shares may be purchased at the offering price applicable to the total
of (a) the dollar amount then being  purchased  plus (b) the amount equal to the
cost or current  value  (whichever  is higher) of the  combined  holdings of the
purchaser,  his or her spouse, and their children or grandchildren under age 21,
of Class I and/or  Class II shares of funds in  Franklin  Templeton,  as well as
other holdings of Franklin Templeton Investments, as that term is defined in the
prospectus. In order for this cumulative quantity discount to be made available,
the  shareholder  or his or her  securities  dealer must notify FTIor FTD of the
total holdings in Franklin  Templeton each time an order is placed. I understand
that reduced  sales  charges  will apply only to purchases of Class I shares.
[ ]I/We own shares of more than one Fund in Franklin  Templeton and qualify for 
   the Cumulative Quantity Discount described above and in the prospectus.
   My/Our other account number(s) are
                                     -----------  ------------  ---------------
===============================================================================
  8 ACCOUNT REVISION  (if applicable)

   If you are  using  this  application  to  revise  your  account  registration
(Section 1), or wish to have  distribution  income sent to an address other than
the address on your existing  account's  registration  (Section 7A), a signature
guarantee is required. Signatures of all registered owners must be guaranteed by
an "eligible guarantor institution" as defined in the "How to Sell Shares of the
Fund"  section in the Fund's  prospectus.  A notary  public is not an acceptable
guarantor.
   X
- -------------------------------------------------  ----------------------------
Signature(s) of registered account owners          Account number(s)
   X
 ------------------------------------------------  ----------------------------

   X
- ------------------------------------------------   

   X
- -------------------------------------------------  ----------------------------
                                                   Signature guarantee stamp
   NOTE: For any change in registration, please send us any outstanding
         certificates by registered mail.




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