Prospectus
FRANKLIN
STRATEGIC
SERIES
INVESTMENT STRATEGY
GROWTH FRANKLIN BIOTECHNOLOGY DISCOVERY FUND - CLASS A
Franklin Technology Fund - Class A, B & C
GLOBAL GROWTH FRANKLIN GLOBAL HEALTH CARE FUND - CLASS A, B & C
GLOBAL GROWTH FRANKLIN GLOBAL COMMUNICATIONS FUND - CLASS A, B & C
& INCOME
GROWTH & INCOME FRANKLIN NATURAL RESOURCES FUND - CLASS A
SEPTEMBER 1, 2000
[Insert Franklin Templeton Ben Head]
FRANKLIN TEMPELTON INVESTMENTS
The SEC has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
CONTENTS
THE FUNDS
[Begin callout]
Information about each Fund you should know before investing
[End callout]
2 Franklin Biotechnology Discovery Fund
12 Franklin Technology Fund
21 Franklin Global Health Care Fund
33 Franklin Global Communications Fund
44 Franklin Natural Resources Fund
55 Distributions and Taxes
YOUR ACCOUNT
[Begin callout]
Information about sales charges, account transactions and services
[End callout]
56 Choosing a Share Class
61 Buying Shares
64 Investor Services
67 Selling Shares
69 Account Policies
73 Questions
FOR MORE INFORMATION
[Begin callout]
Where to learn more about each Fund
[End callout]
Back Cover
THE FUNDS
FRANKLIN BIOTECHNOLOGY DISCOVERY FUND
[Insert graphic of bullseye and arrows]GOAL AND STRATEGIES
GOAL The Fund's investment goal is to seek capital appreciation.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its assets in equity securities of biotechnology companies and
discovery research firms located anywhere in the world. The Fund invests a
substantial portion of its assets in smaller capitalization companies, which are
generally companies with a market capitalization of less than $1.5 billion at
the time of the Fund's investment, and may invest a small portion of its assets
in private or illiquid securities, such as late stage venture capital
financings.
[Begin callout]
The Fund normally invests at least 65% of its assets in equity securities of
biotechnology companies.
[End callout]
For the Fund's investment purposes, a biotechnology company is one that has at
least 50% of its earnings derived from biotechnology activities, or at least 50%
of its assets devoted to such activities, based on the company's most recent
fiscal year. Biotechnology activities are research, development, manufacture,
and distribution of various biotechnological or biomedical products, services,
and processes. This may include companies involved with genomics, genetic
engineering, and gene therapy. It also includes companies involved in the
application and development of biotechnology in areas such as health care,
pharmaceuticals, and agriculture. In addition to its equity investments in
biotechnology companies, the Fund may also invest up to 35% of its assets in
equity or debt securities of any type of foreign or U.S. issuer.
An equity security, or stock, represents a proportionate share of the ownership
of a company; its value is based on the success of the company's business, any
income paid to stockholders, the value of its assets, and general market
conditions. Common stocks and preferred stocks are examples of equity
securities. The Fund engages in naked short sales and short sales against the
box of equity securities when it believes that the sales present favorable
opportunities. In a naked short sale, the Fund sells a security that it does not
own to a purchaser at a specified price, while in a short sale against the box,
the Fund actually holds in its portfolio the securities which it has sold short.
The Fund will not sell any securities short if, after the sale, the total market
value of its open naked short positions would exceed 50% of its assets.
The Fund anticipates that under normal conditions, it will invest more of its
assets in U.S. securities than in securities of any other single country,
although the Fund may have more than 50% of its total assets in foreign
securities. The Fund may buy foreign securities that are traded in the U.S. or
in foreign markets, as well as American, European, and Global Depositary
Receipts. Depositary receipts are certificates typically issued by a bank or
trust company that give their holders the right to receive securities issued by
a foreign or domestic company.
The Fund does not accept any new accounts, other than retirement plan accounts.
If you are a shareholder of record, you may continue to add to your existing
account through new purchases, including purchases through reinvestment of
dividends or capital gains distributions. The Fund reserves the right to modify
this policy at any time.
PORTFOLIO SELECTION The manager is a research driven, fundamental investor,
pursuing a growth strategy. As a "bottom-up" investor focusing primarily on
individual securities, the manager chooses companies that it believes are
positioned for rapid growth in revenues, earnings or assets. The manager relies
on a team of analysts to provide in-depth industry expertise and uses both
qualitative and quantitative analysis to evaluate companies for distinct and
sustainable competitive advantages. Such advantages as a particular marketing
niche, proven technology, strong management and industry leadership are all
factors the manager believes point to strong growth potential.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments and short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
BIOTECHNOLOGY INDUSTRY By focusing on the biotechnology industry, the Fund
carries much greater risks of adverse developments than a fund that invests in a
wider variety of industries. Prices often change collectively without regard to
the merits of individual companies. The biotechnology industry is subject to
extensive government regulation. The industry will be affected by government
regulatory requirements, regulatory approval for new drugs and medical products,
patent considerations, product liability, and similar matters. For example, in
the past several years, the U.S. Congress has considered legislation concerning
health care reform and changes to the U.S. Food and Drug Administration's (FDA)
approval process. If such legislation is enacted it may affect the biotechnology
industry. In addition, this industry is characterized by competition and rapid
technological developments which may make a company's products or services
obsolete in a short period of time. As these factors impact the biotechnology
industry, the value of your shares may fluctuate significantly over relatively
short periods of time.
[Begin callout]
Because the securities the Fund holds fluctuate significantly in price, the
value of your investment in the Fund will go up and down. This means you could
lose money over short or even extended periods. The Fund's investments are
speculative and may drop sharply in value in response to adverse research and
development, regulatory, or market events.
[End callout]
Investors tend to react quickly to developments that affect the biotechnology
industry. In the past, the biotechnology sector has experienced considerable
volatility in reaction to research and other business developments which may
affect only one, or a few companies within the sector. In comparison to more
developed industries, there may be a thin trading market in biotechnology
securities, and adverse developments in the biotechnology industry may be more
likely to result in decreases in the value of biotechnology stocks.
Biotechnology companies are often small, start-up ventures whose products are
only in the research stage. Only a limited number of biotechnology companies
have reached the point of approval of products by the FDA and subsequent
commercial production and distribution of such products. Therefore, the market
value of investments in the biotechnology industry is often based upon
speculation and expectations about future products, research progress, and new
product filings with regulatory authorities.
There can be no assurance that the Fund will continue to have access to adequate
investment opportunities on terms that the manager believes to be favorable. The
Fund's investments are speculative and may drop sharply in value in response to
adverse research and development, regulatory, or market events.
The Fund's performance at times in the past has been positively affected by
highly favorable investment conditions in the biotechnology industry that are
likely not sustainable. Investors should not expect similar performance in the
future.
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short term.
These price movements may result from factors affecting individual companies,
industries or the securities market as a whole.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of smaller companies to changing economic conditions.
In addition, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans
which are floating rate.
Initial public offerings (IPOs) of securities issued by unseasoned companies
with little or no operating history are risky and their prices are highly
volatile, but they can result in very large gains in their initial trading.
Attractive IPOs are often oversubscribed and may not be available to the Fund,
or only in very limited quantities. Thus, when the Fund's size is smaller, any
gains from IPOs will have an exaggerated impact on the Fund's reported
performance than when the Fund is larger. Although IPO investments have had a
positive impact on the Fund's performance in the past, there can be no assurance
that the Fund will have favorable IPO investment opportunities in the future.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
SHORT SALES The Fund engages in naked short sales. In a naked short sale of a
security, the Fund must borrow the security to deliver it to the purchaser, and
later buy the same security in the market in order to return it to the lender.
Naked short sales carry risks of loss if the price of the security sold short
increases after the sale and the Fund must pay more for the security than it has
received from the purchaser in the short sale.
LIQUIDITY The Fund may invest up to 15% of its net assets in securities with a
limited trading market. Reduced liquidity may have an adverse impact on market
price and the Fund's ability to sell particular securities when necessary to
meet the Fund's liquidity needs or in response to a specific economic event.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
[Insert graphic of a bull and a bear] PERFORMANCE
This bar chart and table show the volatility of the Fund's returns, which is one
indicator of the risks of investing in the Fund. The bar chart shows changes in
the Fund's returns from year to year over the past 2 calendar years. The table
shows how the Fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
ANNUAL TOTAL RETURNS(1)
[Begin callout]
BEST
QUARTER:
Q4 '99
61.33%
WORST QUARTER:
Q3 '98
-10.57%
[End callout]
[Insert bar graph]
10.73% 97.91%
---------------- -------------
98 99
YEAR
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (9/15/97)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Franklin Biotechnology Discovery Fund(2) 86.54% 32.99%
S&P 500(R) Index(3) 21.04% 24.26%
AMEX Biotechnology Index(4) 111.44% 46.27%
</TABLE>
1. Figures do not reflect sales charges. If they did, returns would be lower. As
of June 30, 2000, the Fund's year-to-date return was 61.73%.
2. Figures reflect sales charges.
All Fund performance assumes reinvestment of dividends and capital gains.
3. Source: Standard & Poor's Micropal. The S&P 500(R) Index is an unmanaged
group of widely held common stocks covering a variety of industries. It includes
reinvested dividends. One cannot invest directly in an index, nor is an index
representative of the Fund's portfolio.
4. The unmanaged AMEX Biotechnology Index is an equal-dollar weighted index. It
is designed to measure the performance of a cross section of companies in the
biotechnology industry that are involved primarily in the use of biological
processes to develop products or provide services. It does not include
reinvested dividends.
FEES AND EXPENSES
[Insert graphic of percentage sign]
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) as a percentage of offering price 5.75%
Load imposed on purchases 5.75%
Maximum deferred sales charge (load) None(1)
Please see "Choosing a Share Class" on page 56 for an explanation of how and
when these sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS A
------------------------------------------------------------------------------
Management fees 0.47%
Distribution and service 0.31%
(12b-1) fees
Other expenses 0.35%
--------------------
Total annual Fund operating expenses 1.13%
--------------------
1. Except for investments of $1 million or more (see page 56) and purchases by
certain retirement plans without an initial sales charge.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------------------------------------
If you sell your shares at the end of the period:
<S> <C> <C> <C> <C>
CLASS A $684(1) $913 $1,161 $1,871
</TABLE>
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
MANAGEMENT
[Insert graphic of briefcase]
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94403, is the Fund's investment manager. Together, Advisers and its affiliates
manage over $229 billion in assets.
The team responsible for the Fund's management is:
KURT VON EMSTER CFA, VICE PRESIDENT OF ADVISERS
Mr. von Emster has been a manager of the Fund since 1997. He joined Franklin
Templeton Investments in 1989.
EVAN MCCULLOCH CFA, VICE PRESIDENT OF ADVISERS
Mr. McCulloch has been a manager of the Fund since 1997. He joined Franklin
Templeton Investments in 1992.
PAUL WALKER, PORTFOLIO MANAGER OF ADVISERS
Mr. Walker has been a manager of the Fund since May 2000. He joined Franklin
Templeton Investments in 1996.
The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year
ended April 30, 2000, the Fund paid 0.47% of its average daily net assets to the
manager for its services.
FINANCIAL HIGHLIGHTS
[Insert graphic of dollar bill]
This table presents the Fund's financial performance since its inception. This
information has been audited by PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
CLASS A YEAR ENDED APRIL 30,
------------------------------------------------
2000 1999 1998(1)
---------- ---------- ----------
PER SHARE DATA ($)
<S> <C> <C> <C>
Net asset value, beginning of year 23.41 26.89 25.00
---------- ---------- ----------
Net investment loss(2) (.23) (.10) (.05)
Net realized and unrealized gains (losses) 37.32 (2.96) 1.99
---------- ---------- ----------
Total from investment operations 37.09 (3.06) 1.94
---------- ---------- ----------
Distributions from net realized gains (.06) (.42) (.05)
---------- ---------- ----------
Net asset value, end of year 60.44 23.41 26.89
---------- ---------- ----------
Total return (%)(3) 158.78 (11.46) 7.78
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 918,473 69,450 73,546
Ratios to average net assets: (%)
Expenses 1.13 1.52 1.50(4)
Expenses excluding waiver and payments by affiliate 1.13 1.52 1.61(4)
Net investment loss (.40) (.40) (.44)(4)
Portfolio turnover rate (%) 40.87 97.62 75.50
</TABLE>
1. For the period September 15, 1997 (effective date) to April 30, 1998.
2. Based on average shares outstanding effective year ended April 30, 2000.
3. Total return does not include sales charges, and is not annualized.
4. Annualized.
FRANKLIN TECHNOLOGY FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
GOAL The Fund's investment goal is capital appreciation.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its total assets in equity securities of companies expected to
benefit from the development, advancement, and use of technology.
These may include, for example, companies in the following areas:
- Information technology services, including Internet services, data
processing, technology consulting and implementation, and electronics
distributors;
- Computer software;
- Computing hardware, peripherals, and electronic components;
- Semiconductors, semiconductor fabrication equipment, and precision
instruments;
- Telecommunications, including communications equipment and services;
- Media and information services, including cable television,
broadcasting, satellite and media content;
- Health-care technology and biotechnology; and
- Aerospace and defense technologies.
The Fund may invest in companies of any size, and may, from time to time, invest
a significant portion of its assets in smaller companies. The Fund may invest up
to 35% of its total assets in foreign securities.
[Begin callout]
The Fund concentrates in equity securities of technology companies.
[End callout]
An equity security, or stock, represents a proportionate share of the ownership
of a company; its value is based on the success of the company's business, any
income paid to stockholders, the value of its assets, and general market
conditions. Common stocks and preferred stocks are examples of equity
securities.
PORTFOLIO SELECTION The manager is a research driven, fundamental investor,
pursuing a growth strategy. As a "bottom-up" investor focusing primarily on
individual securities, the manager chooses companies that it believes are
positioned for rapid growth in revenues, earnings or assets. The manager relies
on a team of analysts to provide in-depth industry expertise and uses both
qualitative and quantitative analysis to evaluate companies for distinct and
sustainable competitive advantages. Such advantages as a particular marketing
niche, proven technology, strong management and industry leadership are all
factors the manager believes point to strong growth potential.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments or short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
TECHNOLOGY COMPANIES By focusing on technology industries, the Fund carries much
greater risks of adverse developments among such industries than a fund that
invests in a wider variety of industries. Prices often change collectively
without regard to the merits of individual companies. Technology company stocks
can be subject to abrupt or erratic price movements and have been volatile,
especially over the short term, due to the rapid pace of product change and
development affecting such companies.
Technology companies are subject to significant competitive pressures, such as
new market entrants, aggressive pricing, and competition for market share, and
the potential for falling profit margins. These companies also face the risks
that new services, equipment or technologies will not be accepted by consumers
and businesses or will become rapidly obsolete. These factors can affect the
profitability of technology companies and, as a result, the value of their
securities. In addition, many internet-related companies are in the emerging
stage of development and are particularly vulnerable to the risks of rapidly
changing technologies. Prices of these companies' securities historically have
been more volatile than other securities, especially over the short term.
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short-term.
These price movements may result from factors affecting individual companies,
industries or securities markets as a whole.
GROWTH STYLE STOCK INVESTING Growth stock prices reflect projections of future
earnings or revenues, and can, therefore, fall dramatically if the company fails
to meet those projections. Growth stocks may also be more expensive relative to
their earnings or assets compared to value or other stocks. Because the Fund's
manager uses an aggressive growth strategy, an investment in the Fund involves
greater risk and more volatility than an investment in a growth Fund investing
entirely in proven growth stocks.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of smaller companies to changing economic conditions.
For example, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans
which are floating rate.
Initial public offerings (IPOs) of securities issued by unseasoned companies
with little or no operating history are risky and their prices are highly
volatile, but they can result in very large gains in their initial trading.
Attractive IPOs are often oversubscribed and may not be available to the Fund,
or only in very limited quantities. Thus, when the Fund's size is smaller, any
gains from IPOs will have an exaggerated impact on the Fund's reported
performance than when the Fund is larger. Although IPO investments have had a
positive impact on the Fund's performance in the past, there can be no assurance
that the Fund will have favorable IPO investment opportunities in the future.
FOREIGN SECURITIES. Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
LIQUIDITY. The Fund may invest up to 15% of its net assets in securities with a
limited trading market. Reduced liquidity may have an adverse impact on market
price and the Fund's ability to sell particular securities when necessary to
meet the Fund's liquidity needs or in response to a specific economic event.
DIVERSIFICATION. The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
PORTFOLIO TURNOVER. Because of the Fund's emphasis on technology stocks, the
Fund's portfolio turnover rate may exceed 100% annually, which may involve
additional expenses to the Fund, including portfolio transaction costs.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
[Insert graphic of a bull and a bear] PERFORMANCE
Because the Fund is new, it does not have a full calendar year of performance.
[Insert graphic of percentage sign] FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) as a percentage of offering 5.75% 4.00% 1.99%
price
Load imposed on purchases 5.75% None 1.00%
Maximum deferred sales charge (load) None(1) 4.00%(2) 0.99%(3)
</TABLE>
Please see "Choosing a Share Class" on page 56 for an explanation of how and
when these sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)(4)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees(5) 0.55% 0.55% 0.55%
Distribution and service
(12b-1) fees 0.35% 1.00% 1.00%
Other expenses 0.57% 0.57% 0.57%
--------------------------------------------------
Total annual Fund operating expenses 1.47% 2.12% 2.12%
--------------------------------------------------
</TABLE>
1. Except for investments of $1 million or more (see page 56) and purchases by
certain retirement plans without an initial sales charge.
2. Declines to zero after six years.
3. This is equivalent to a charge of 1% based on net asset value.
4. The management fees and distribution and service (12-b1)fees shown are based
on the Fund's maximum contractual amount. Other expenses are estimated.
5. The manager and administrator have agreed in advance to waive or limit their
respective fees and assume as their own expense certain expenses otherwise
payable by the Fund so that total annual Fund operating expenses do not exceed
1.40% for Class A, 2.05% for Class B and 2.05% for Class C for the current
fiscal year. After April 30, 2001, the manager and administrator may end this
arrangement at any time.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-----------------------------------------------------------------------------------
If you sell your shares at the end of the period:
<S> <C> <C>
CLASS A $716(1) $1,013
CLASS B $615 $ 964
CLASS C $412 $ 757
If you do not sell your shares:
CLASS B $215 $ 664
CLASS C $313 $ 757
</TABLE>
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
[Insert graphic of briefcase] MANAGEMENT
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., P.O. Box 7777,
San Mateo, California 94403-7777, is the Fund's investment manager. Together,
Advisers and its affiliates manage over $229 billion in assets.
The team responsible for the Fund's management is:
CANYON CHAN CFA, VICE PRESIDENT OF ADVISERS
Mr. Chan has been a manager of the Fund since its inception. He joined Franklin
Templeton Investments in 1991.
CONRAD HERRMANN CFA, SENIOR VICE PRESIDENT OF ADVISERS
Mr. Herrmann has been a manager of the Fund since its inception. He joined
Franklin Templeton Investments in 1989.
IAN LINK CFA, Vice President of Advisers
Mr. Link has been a manager of the Fund since its inception. He joined Franklin
Templeton Investments in 1989.
The Fund pays Advisers a fee for managing the Fund's assets. The fee is equal to
an annual rate of:
- 0.550% of the value of net assets up to and including $500 million;
- 0.450% of the value of net assets over $500 million, up to and
including $1 billion;
- 0.400% of the value of net assets over $1 billion, up to and including
$1.5 billion;
- 0.350% of the value of net assets over $1.5 billion, up to and
including $6.5 billion;
- 0.325% of the value of net assets over $6.5 billion, up to and
including $11.5 billion;
- 0.300% of the value of net assets over $11.5 billion, up to and
including $16.5 billion;
- 0.290% of the value of net assets over $16.5 billion, up to and
including $19 billion;
- 0.280% of the value of net assets over $19 billion, up to and including
$21.5 billion; and
- 0.270% of the value of net assets over $21.5 billion.
FRANKLIN GLOBAL
HEALTH CARE FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
GOAL The Fund's investment goal is to seek capital appreciation.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 70% of its total assets in the equity securities of health care companies
located throughout the world. The Fund will seek to invest in companies that
have, in the opinion of the manager, the potential for above average growth in
revenues and/or earnings. The Fund invests a substantial portion of its assets
in smaller capitalization companies, which are generally companies with a market
capitalization of less than $1.5 billion at the time of the Fund's investment.
[Begin callout]
The Fund normally invests at least 70% of its total assets in the equity
securities of U.S. and foreign health care companies.
[End callout]
For the Fund's investment purposes, a health care company is one that derives at
least 50% of its earnings or revenues from health care activities, or has
devoted at least 50% of its assets to such activities, based on the company's
most recent fiscal year. Health care activities include research, development,
production, or distribution of products and services in industries such as
pharmaceutical, biotechnology, health care facilities, medical supplies, medical
technology, managed care companies, health care related information systems,
and personal health care products. The manager believes that a portfolio of
global securities may provide a greater potential for investment participation
in present and future opportunities that may present themselves in the health
care related industries. In addition to its equity investments in health care
companies, the Fund may also invest up to 30% of its assets in equity or debt
securities of any type of foreign or U.S. issuer.
An equity security, or stock, represents a proportionate share of the ownership
of a company; its value is based on the success of the company's business, any
income paid to stockholders, the value of its assets, and general market
conditions. Common stocks and preferred stocks are examples of equity
securities.
The Fund invests in securities of issuers in at least three different countries.
The Fund will not invest more than 40% of its net assets in any one country
other than the U.S. The Fund expects that a significant portion of its
investments will be in securities of domestic issuers. The Fund may buy
American, European, and Global Depositary Receipts. Depositary receipts are
certificates typically issued by a bank or trust company that give their holders
the right to receive securities issued by a foreign or domestic company.
PORTFOLIO SELECTION The manager is a research driven, fundamental investor,
pursuing a growth strategy. As a "bottom-up" investor focusing primarily on
individual securities, the manager chooses companies that it believes are
positioned for rapid growth in revenues, earnings or assets. The manager relies
on a team of analysts to provide in-depth industry expertise and uses both
qualitative and quantitative analysis to evaluate companies for distinct and
sustainable competitive advantages. Such advantages as a particular marketing
niche, proven technology, strong management and industry leadership are all
factors the manager believes point to strong growth potential.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments and short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for
suitable investment opportunities or to maintain liquidity. In these
circumstances, the Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
HEALTH CARE INDUSTRY By focusing on the health care industry, the Fund carries
much greater risks of adverse developments than a fund that invests in a wider
variety of industries. The activities of health care companies are strongly
affected by government activities, regulation and legislation. Health care
companies may be funded or subsidized by federal and state governments. If
government subsidies are discontinued or reduced, the profitability of these
companies could be adversely affected. Stocks held by the Fund will be affected
by government policies on health care reimbursements, regulatory approval for
new drugs and medical instruments, and similar matters. Health care companies
are also subject to legislative risk, which is the risk of changes in the health
care system through legislation. Health care companies may face lawsuits related
to product liability issues. Also, many products and services provided by health
care companies are subject to rapid obsolescence. Price changes among stocks in
the health care sector are often affected by developments pertaining only to one
or a few companies and the value of an investment in the Fund may fluctuate
significantly over relatively short periods of time.
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
The Fund's investments in the health care industry include investments in
biotechnology companies. Investors tend to react quickly to developments that
affect the biotechnology industry. In comparison to more developed industries,
there may be a thin trading market in biotechnology securities, and adverse
developments in the biotechnology industry may be more likely to result in
decreases in the value of biotechnology stocks. Biotechnology companies are
often small, start-up ventures whose products are only in the research stage.
Only a limited number of biotechnology companies have reached the point of
approval of products by the U.S. Food and Drug Administration and subsequent
commercial production and distribution of such products. Therefore, the market
value of investments in the biotechnology industry is often based upon
speculation and expectations about future products, research progress, and new
product filings with regulatory authorities.
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short term.
These price movements may result from factors affecting individual companies,
industries or the securities market as a whole.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment,
delivery or recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of smaller companies to changing economic conditions.
In addition, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans
which are floating rate.
Initial public offerings (IPOs) of securities issued by unseasoned companies
with little or no operating history are risky and their prices are highly
volatile, but they can result in very large gains in their initial trading.
Attractive IPOs are often oversubscribed and may not be available to the Fund,
or only in very limited quantities. Thus, when the Fund's size is smaller, any
gains from IPOs will have an exaggerated impact on the Fund's reported
performance than when the Fund is larger. Although IPO investments have had a
positive impact on the Fund's performance in the past, there can be no assurance
that the Fund will have favorable IPO investment opportunities in the future.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
PERFORMANCE
[Insert graphic of bull and bear]
This bar chart and table show the volatility of the Fund's returns, which is one
indicator of the risks of investing in the Fund. The bar chart shows changes in
the Fund's returns from year to year over the past 7 calendar years. The table
shows how the Fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
CLASS A ANNUAL TOTAL RETURNS(1)
[Begin callout]
BEST
QUARTER:
Q3 '95
22.17%
WORST QUARTER:
Q3 '98
-17.73%
[End callout]
[Insert bar graph]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
6.21% 14.29% 54.59% 16.47% 10.20% -7.54% -0.77%
-------------------------------------------------------------------------------------------------
93 94 95 96 97 98 99
</TABLE>
YEAR
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (2/14/92)
-------------------------------------------------------------------------------------------------------------------
Franklin Global Health
<S> <C> <C> <C>
Care Fund - Class A(2) -6.50% 11.40% 9.83%
S&P 500(R) Index(3) 21.04% 28.56% 20.22%
</TABLE>
<TABLE>
<CAPTION>
1 YEAR
----------------------------------------------------------------------------------------------
<S> <C>
Franklin Global Health Care Fund - Class B(2) -5.47%
S&P 500(R) Index(3) 21.04%
</TABLE>
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (9/3/96)
-------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C>
Franklin Global Health Care Fund - Class C(2) -3.39% 0.92%
S&P 500(R) Index(3) 21.04% 29.52%
</TABLE>
1. Figures do not reflect sales charges. If they did, returns would be lower. As
of June 30, 2000, the Fund's year-to-date return was 46.85% for Class A.
2. Figures reflect sales charges.
All Fund performance assumes reinvestment of dividends and capital gains.
3. Source: Standard & Poor's Micropal. The S&P 500(R) Index is an unmanaged
group of widely held common stocks covering a variety of industries. It includes
reinvested dividends. One cannot invest directly in an index, nor is an index
representative of the Fund's portfolio.
FEES AND EXPENSES
[Insert graphic of percentage sign]
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load)
as a percentage of offering price 5.75% 4.00% 1.99%
Load imposed on purchases 5.75% None 1.00%
Maximum deferred sales charge (load) None(1) 4.00%(2) 0.99%(3)
</TABLE>
Please see "Choosing a Share Class" on page 56 for an explanation of how and
when these sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.62% 0.62% 0.62%
Distribution and service 0.25% 1.00% 1.00%
(12b-1) fees
Other expenses 0.66% 0.66% 0.66%
----------------------------------------------------
Total annual Fund operating expenses 1.53% 2.28% 2.28%
----------------------------------------------------
Management fee waiver(4) (0.01%) (0.01%) (0.01%)
----------------------------------------------------
Net annual Fund operating expenses(4) 1.52% 2.27% 2.27%
----------------------------------------------------
</TABLE>
1. Except for investments of $1 million or more (see page 56) and purchases by
certain retirement plans without an initial sales charge.
2. Declines to zero after six years.
3. This is equivalent to a charge of 1% based on net asset value.
4. For the fiscal year ended April 30, 2000, the manager had agreed in advance
to reduce its fees to reflect reduced services resulting from the Fund's
investment in a Franklin Templeton money fund. This reduction is required by the
Fund's Board of Trustees and an order by the Securities and Exchange Commission.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------------------------------------
If you sell your shares at the end of the period:
<S> <C> <C> <C> <C>
CLASS A $721(1) $1,028 $1,356 $2,283
CLASS B $630 $1,009 $1,415 $2,417(2)
CLASS C $427 $ 802 $1,303 $2,679
If you do not sell your shares:
CLASS B $230 $ 709 $1,215 $2,417(2)
CLASS C $328 $ 802 $1,303 $2,679
</TABLE>
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
2. Assumes conversion of Class B shares to Class A shares after eight years,
lowering your annual expenses from that time on.
MANAGEMENT
[Insert graphic of briefcase]
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94403, is the Fund's investment manager. Together, Advisers and its affiliates
manage over $229 billion in assets.
The team responsible for the Fund's management is:
KURT VON EMSTER CFA, VICE PRESIDENT OF ADVISERS
Mr. von Emster has been a manager of the Fund since 1992. He joined Franklin
Templeton Investments in 1989.
EVAN MCCULLOCH CFA, VICE PRESIDENT OF ADVISERS
Mr. McCulloch has been a manager of the Fund since 1994. He joined Franklin
Templeton Investments in 1992.
RUPERT H. JOHNSON, JR., PRESIDENT OF ADVISERS
Mr. Johnson has been a manager of the Fund since 1992. He joined Franklin
Templeton Investments in 1965.
The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year
ended April 30, 2000, management fees, before any advance waiver, were 0.62% of
the Fund's average daily net assets for its services. Under an agreement by the
manager to reduce its fees to reflect reduced services resulting from the Fund's
investment in a Franklin Templeton money fund, the Fund paid 0.61% of its
average daily net assets to the manager for its services. This reduction is
required by the Fund's Board of Trustees and an order by the Securities and
Exchange Commission.
FINANCIAL HIGHLIGHTS
[Insert graphic of dollar bill]
This table presents the Fund's financial performance for the past five years.
This information has been audited by PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
CLASS A YEAR ENDED APRIL 30,
2000 1999(1) 1998 1997(2) 1996
---------- ---------- ---------- ---------- ----------
PER SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 13.88 19.28 16.11 19.34 11.45
---------- ---------- ---------- ---------- ----------
Net investment income (loss)(3) (.12) (.16) (.14) (.06) .11
Net realized and unrealized
gains (losses) 6.53 (5.23) 4.58 (2.75) 8.96
---------- ---------- ---------- ---------- ----------
Total from investment operations 6.41 (5.39) 4.44 (2.81) 9.07
---------- ---------- ---------- ---------- ----------
Less dividends from net
investment income -- -- (.09) (.04) (.13)
Less distributions from net
realized gains -- (.01) (1.18) (.38) (1.05)
---------- ---------- ---------- ---------- ----------
Total distributions -- (.01) (1.27) (.42) (1.18)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year 20.29 13.88 19.28 16.11 19.34
========== ========== ========== ========== ==========
Total return (%)(4) 46.18 (27.95) 28.22 (14.71) 82.78
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 90,563 74,252 176,545 150,653 108,914
Ratios to average net assets: (%)
Expenses 1.52 1.34 1.15 1.14 .73
Expenses excluding waiver and
payments by affiliate 1.52 1.34 1.15 1.14 1.16
Net investment income (loss) (.70) (.72) (.67) (.39) .50
Portfolio turnover rate (%) 123.48 66.54 66.84 73.17 54.78
</TABLE>
CLASS B
<TABLE>
PER SHARE DATA ($)
<S> <C> <C>
Net asset value, beginning of year 13.84 16.97
------- -------
Net investment loss(3) (.26) (.03)
Net realized and unrealized gains 6.51 (3.10)
------- -------
Total from investment operations 6.25 (3.13)
Net asset value, end of year 20.09 13.84
------- -------
Total return (%)(4) 45.16 (18.44)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ($ x 1,000) 3,037 208
Ratios to average net assets: (%)
Expenses 2.27 1.84(5)
Net investment loss (1.44) (1.22)(5)
Portfolio turnover rate (%) 123.48 66.54
</TABLE>
<TABLE>
<CAPTION>
CLASS C YEAR ENDED APRIL 30,
2000 1999 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PER SHARE DATA ($)
Net asset value, beginning of year 13.71 19.17 16.07 17.37
---------- ---------- ---------- ----------
Net investment loss(3) (.23) (.29) (.20) (.07)
Net realized and unrealized
gains (losses) 6.41 (5.16) 4.48 (.85)
---------- ---------- ---------- ----------
Total from investment operations 6.18 (5.45) 4.28 (.92)
---------- ---------- ---------- ----------
Less distributions from net
realized gains (.01) (1.18) (.38)
---------- ---------- ---------- ----------
Net asset value, end of year 19.89 13.71 19.17 16.07
========== ========== ========== ==========
Total return (%)(4) 45.08 (28.42) 27.22 (5.47)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 20,398 13,747 25,321 10,099
Ratios to average net assets: (%)
Expenses 2.27 2.07 1.90 1.92(5)
Net investment loss (1.44) (1.45) (1.44) (1.29)(5)
Portfolio turnover rate (%) 123.48 66.54 66.84 73.17
</TABLE>
1. For the period January 1, 1999 (effective date) to April 30, 1999, for Class
B.
2. For the period September 3, 1996 (effective date) to April 30, 1997, for
Class C.
3. Based on average shares outstanding effective year ended April 30, 2000.
4. Total return does not include sales charges, and is not annualized.
5. Annualized.
FRANKLIN GLOBAL
COMMUNICATIONS FUND
PRIOR TO NOVEMBER 15, 1999, THE FUND'S NAME WAS "FRANKLIN GLOBAL UTILITIES
FUND."
[Insert graphic of bullseye and arrows]GOAL AND STRATEGIES
GOAL The Fund's investment goal is to seek to provide total return, without
undue risk. Total return consists of both capital appreciation and current
dividend and interest income.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its total assets in equity securities of U.S. and non-U.S.
companies that are involved in the development, manufacture or sale of
communications services and communications equipment (communications companies).
These may include, for example, companies that provide:
- local and long distance telephone services or equipment;
- cellular and other wireless communications, paging, and local and wide
area network services or equipment;
- satellite, microwave, cable and other pay television services or
equipment; and
- internet-related services or equipment, including internet service
providers, web hosting and web content providers and internet portals.
[Begin callout]
The Fund concentrates in equity securities of U.S. and non-U.S. communications
companies.
[End callout]
An equity security, or stock, represents a proportionate share of the ownership
of a company; its value is based on the success of the company's business, any
income paid to stockholders, the value of its assets, and general market
conditions. Common stocks and preferred stocks are examples of equity
securities.
In addition to its equity investments in communications companies, the Fund may
also invest up to 30% of its assets in equity or debt securities of any type of
foreign or U.S. issuer.
The Fund may buy communications companies anywhere in the world, including
emerging markets, but generally invests a greater percentage of its assets in
U.S. companies than any other single country. The Fund may also buy American,
European, and Global Depositary Receipts. Depositary receipts are certificates
typically issued by a bank or trust company that give their holders the right to
receive securities issued by a foreign or domestic company.
PORTFOLIO SELECTION The manager is a research driven, fundamental investor,
pursuing a disciplined investment strategy. Relying on a team of analysts to
provide in-depth industry expertise, the manager looks for companies that will
position the Fund to benefit from potential future technological advances in and
increasing worldwide demand for communications services and communications
equipment. As a "bottom-up" investor focusing primarily on individual
securities, the Fund's manager will focus on the market price of a company's
securities relative to its evaluation of the company's long-term earnings, asset
value and cash flow potential.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments and short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
COMMUNICATIONS INDUSTRIES By concentrating in the industries in a single sector,
the Fund carries much greater risk of adverse developments affecting these
companies than a fund that invests in companies from a wide variety of
industries. The securities of communications companies may experience more price
volatility than securities of companies in other industries. For example,
communications companies are subject to significant competitive pressures, such
as new market entrants, aggressive pricing and competition for
market share and the potential for falling profit margins. These companies also
face the risks that new services, equipment or technologies will not be accepted
by consumers and businesses or will become rapidly obsolete. These factors can
affect the profitability of communications companies and, as a result, the value
of their securities. In addition, many wireless telecommunication and
internet-related companies are in the emerging stage of development and are
particularly vulnerable to the risks of rapidly changing technologies and market
conditions. Prices of these companies' securities historically have been more
volatile than other securities, especially over the short term. Portions of the
communications industry is also subject to government regulation which may
affect company profitability and share price.
[Begin callout]
Because the securities the Fund holds fluctuate in price with global market
conditions, currencies, and interest rate movements, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short term.
These price movements may result from factors affecting individual companies,
industries or the securities market as a whole.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
PERFORMANCE
[Insert graphic of bull and bear]
This bar chart and table show the volatility of the Fund's returns, which is one
indicator of the risks of investing in the Fund. The bar chart shows changes in
the Fund's returns from year to year over the past 7 calendar years. The table
shows how the Fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
CLASS A ANNUAL TOTAL RETURNS(1)
[Begin callout]
BEST
QUARTER:
Q4 '99
34.38%
WORST QUARTER:
Q3 '98
-12.94%
[End callout]
[Insert bar graph]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
31.43% -8.79% 27.47% 15.01% 26.96% 6.48% 51.60%
----------------- ---------------- -------------- -------------- --------------- ------------- -------------
93 94 95 96 97 98 99
</TABLE>
YEAR
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (7/2/92)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Franklin Global Communications Fund - Class A(2) 42.85% 23.14% 18.54%
S&P 500(R) Index(3) 21.04% 28.56% 21.22%
</TABLE>
<TABLE>
<CAPTION>
1 YEAR
-------------------------------------------------------------------------------------------
<S> <C>
Franklin Global Communications Fund - Class B(2) 46.44%
S&P 500(R) Index(3) 21.04%
</TABLE>
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (5/1/95)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Franklin Global Communications Fund - Class C(2) 47.91% 23.74%
S&P 500(R) Index(3) 21.04% 27.51%
</TABLE>
1. Figures do not reflect sales charges. If they did, returns would be lower. As
of June 30, 2000, the Fund's year-to-date return was -0.15% for Class A.
2. Figures reflect sales charges.
All Fund performance assumes reinvestment of dividends and capital gains.
3. Source: Standard & Poor's Micropal. The S&P 500(R) Index is an unmanaged
group of widely held common stocks covering a variety of industries. It includes
reinvested dividends. One cannot invest directly in an index, nor is an index
representative of the Fund's portfolio.
FEES AND EXPENSES
[Insert graphic of percentage sign]
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) as a percentage of offering price 5.75% 4.00% 1.99%
Load imposed on purchases 5.75% None 1.00%
Maximum deferred sales charge (load) None(1) 4.00%(2) 0.99%(3)
</TABLE>
Please see "Choosing a Share Class" on page 56 for an explanation of how and
when these sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.54% 0.54% 0.54%
Distribution and service
(12b-1) fees 0.25% 1.00% 1.00%
Other expenses 0.22% 0.22% 0.22%
Total annual Fund operating expenses 1.01% 1.76% 1.76%
Management fee waiver(4) 0.02% 0.02% 0.02%
----------------------------------------------------
Net annual Fund operating expenses(4) 0.99% 1.74% 1.74%
====================================================
</TABLE>
1. Except for investments of $1 million or more (see page 56) and purchases by
certain retirement plans without an initial sales charge.
2. Declines to zero after six years.
3. This is equivalent to a charge of 1% based on net asset value.
4. For the fiscal year ended April 30, 2000, the manager had agreed in advance
to reduce its fees to reflect reduced services resulting from the Fund's
investment in a Franklin Templeton money fund. This reduction is required by the
Fund's Board of Trustees and an order by the Securities and Exchange Commission.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
If you sell your shares at the end of the period:
<S> <C> <C> <C> <C>
CLASS A $670(1) $872 $1,091 $1,718
CLASS B $577 $848 $1,144 $1,853(2)
CLASS C $374 $643 $1,034 $2,131
If you do not sell your shares:
CLASS B $177 $548 $ 944 $1,853(2)
CLASS C $275 $643 $1,034 $2,131
</TABLE>
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
2. Assumes conversion of Class B shares to Class A shares after eight years,
lowering your annual expenses from that time on.
MANAGEMENT
[Insert graphic of briefcase]
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94403, is the Fund's investment manager. Together, Advisers and its affiliates
manage over $229 billion in assets.
The team responsible for the Fund's management is:
ALEX PETERS, PORTFOLIO MANAGER OF ADVISERS
Mr. Peters has been a manager of the Fund since 1998. He joined Franklin
Templeton Investments in 1992.
ALAN MUSCHOTT, PORTFOLIO MANAGER OF ADVISERS
Mr. Muschott has been a manager of the Fund since March 2000. He joined Franklin
Templeton Investments in 1998.
The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year
ended April 30, 2000, management fees, before any advance waiver, were 0.54% of
the Fund's average daily net assets. Under an agreement by the manager to reduce
its fees to reflect reduced services resulting from the Fund's investment in a
Franklin Templeton money fund, the Fund paid 0.52% of its average daily net
assets to the manager for its services. This reduction is required by the Fund's
Board of Trustees and an order by the Securities and Exchange Commission.
FINANCIAL HIGHLIGHTS
[Insert graphic of dollar bill]
This table presents the Fund's financial performance for the past five years.
This information has been audited by PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
CLASS A YEAR ENDED APRIL 30,
-------------------------------------------------------------------------------------------------------------------------------
2000 1999(1) 1998 1997 1996
---------- ---------- ---------- ---------- ----------
PER SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 16.97 17.36 14.46 14.28 12.23
---------- ---------- ---------- ---------- ----------
Net investment income(2) .13 .27 .33 .42 .37
Net realized and unrealized
gains 6.20 .31 4.69 1.35 2.39
---------- ---------- ---------- ---------- ----------
Total from investment operations 6.33 .58 5.02 1.77 2.76
---------- ---------- ---------- ---------- ----------
Less dividends from net
investment income (.35) (.19) (.37) (.38) (.39)
Less distributions from net
realized gains (2.97) (.78) (1.75) (1.21) (.32)
---------- ---------- ---------- ---------- ----------
Total distributions (3.32) (.97) (2.12) (1.59) (.71)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year 19.98 16.97 17.36 14.46 14.28
========== ========== ========== ========== ==========
Total return (%)(3) 38.93 4.02 37.02 12.94 23.27
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 291,103 199,824 226,594 174,023 167,225
1,000) 3 4 4 3
Ratios to average net assets: (%)
Expenses .99 1.05 1.03 1.00 1.04
Net investment income .64 1.55 2.02 2.82 2.85
Portfolio turnover rate (%) 132.25 68.50 45.51 47.55 50.51
</TABLE>
<TABLE>
<CAPTION>
CLASS B 2000 1999
------------------------------------------------------------------
PER SHARE DATA ($)
<S> <C> <C>
Net asset value, beginning of year 16.92 15.84
-------- --------
Net investment income (loss)(2) (.08) .02
Net realized and unrealized gains 6.25 1.06
-------- --------
Total from investment operations 6.17 1.08
Less distributions from:
Net investment income (.32) --
Net realized gains (2.97) --
-------- --------
Total distributions (3.29) --
-------- --------
Net asset value, end of year 19.80 16.92
-------- --------
Total return (%)(3) 37.98 6.82
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 4,338 79
Ratios to average net assets: (%)
Expenses 1.74 1.80(4)
Net investment income (loss) (.38) .83(4)
Portfolio turnover rate (%) 132.25 68.50
</TABLE>
<TABLE>
<CAPTION>
CLASS C YEAR ENDED APRIL 30,
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
PER SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 16.85 17.25 14.37 14.24 12.23
--------- --------- --------- --------- ---------
Net investment income (loss)(2) (.03) .14 .24 .32 .37
Net realized and unrealized gains 6.16 .32 4.66 1.33 2.32
--------- --------- --------- --------- ---------
Total from investment operations 6.13 .46 4.90 1.65 2.69
--------- --------- --------- --------- ---------
Less dividends from net
investment income (.22) (.08) (.27) (.31) (.36)
Less distributions from net
realized gains (2.97) (.78) (1.75) (1.21) (.32)
--------- --------- --------- --------- ---------
Total distributions (3.19) (.86) (2.02) (1.52) (.68)
--------- --------- --------- --------- ---------
Net asset value, end of year 19.79 16.85 17.25 14.37 14.24
========= ========= ========= ========= =========
Total return (%)(3) 37.93 3.19 36.21 12.04 22.63
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 33,216 16,807 16,324 8,467 2,727
Ratios to average net assets: (%)
Expenses 1.74 1.80 1.78 1.77 1.81
Net investment income (loss) (.14) .81 1.29 1.98 2.10
Portfolio turnover rate (%) 132.25 68.50 45.51 47.55 50.51
</TABLE>
1. For the period January 1, 1999 (effective date) to April 30, 1999.
2. Based on average shares outstanding effective year ended April 30, 2000.
3. Total return does not include sales charges, and is not annualized.
4. Annualized.
FRANKLIN NATURAL
RESOURCES FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
GOAL The Fund's investment goal is to seek to provide high total return. Total
return consists of both capital appreciation and current dividend and interest
income.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its assets in the equity and debt securities of U.S. and foreign
companies in the natural resources sector. The Fund invests a substantial
portion of its assets in smaller capitalization companies, which are generally
companies with a market capitalization of less than $1.5 billion at the time of
the Fund's investment.
[Begin callout]
The Fund normally invests at least 65% of its assets in the equity and debt
securities of U.S. and foreign companies in the natural resources sector.
[End callout]
For the Fund's investment purposes, the natural resources sector includes
companies that own, produce, refine, process, and market natural resources and
companies that provide related services. The sector includes, for example, the
following industries: integrated oil, oil and gas exploration and production,
gold and other precious metals, steel and iron ore production, aluminum
production, forest products, farming products, paper products, chemicals,
building materials, energy services and technology, and environmental services.
In addition to its investments in companies in the natural resources sector, the
Fund may also invest up to 35% of its assets in equity or debt securities of any
type of foreign or U.S. issuer.
The Fund invests most of its assets in equity securities and in debt securities
convertible into equity securities. An equity security, or stock, represents a
proportionate share of the ownership of a company; its value is based on the
success of the company's business, any income paid to stockholders, the value of
its assets, and general market conditions. Common stocks and preferred stocks
are examples of equity securities. Debt securities represent the obligation of
the issuer to repay a loan of money to it, and generally pay interest to the
holder. Bonds, notes, and debentures are examples of debt securities.
Convertible securities have characteristics of both debt securities (which is
frequently the form in which they are first issued) and equity securities (which
is what they can be converted into).
The Fund expects to invest more of its assets in U.S. securities than in
securities of any other single country, but the Fund may invest more than 50% of
its total assets in foreign securities, including emerging market securities.
The Fund may also buy American Depositary Receipts. Depositary receipts are
certificates typically issued by a bank or trust company that give their holders
the right to receive securities issued by a foreign or domestic company.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments and short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
NATURAL RESOURCES SECTOR By focusing on the natural resources sector, the Fund
carries much greater risks of adverse developments than a fund that invests in a
wider variety of industries. The securities of companies in the natural
resources sector may experience more price volatility than securities of
companies in other industries. Some of the commodities which these industries
use or provide are subject to limited pricing flexibility because of supply and
demand factors. Others are subject to broad price fluctuations as a result of
the volatility of the prices for certain raw materials and the instability of
supplies of other materials. These factors can affect the profitability of
companies in the natural resources sector and, as a result, the value of their
securities.
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
The Fund's concentration in the securities of companies with substantial natural
resource assets will expose the Fund to the price movements of natural resources
to a greater extent than a more broadly diversified mutual fund. Because the
Fund invests primarily in this economic sector, there is the risk that the Fund
will perform poorly during an economic downturn or a slump in demand for natural
resources.
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short term.
These price movements may result from factors affecting individual companies,
industries or the securities market as a whole.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities and the greater
sensitivity of smaller companies to changing economic conditions.
In addition, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans
which are floating rate.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price. In the natural resources sector,
many companies whose securities trade in the U.S. are nevertheless impacted by
many of these risks because they have operations in foreign countries, or may be
dependent upon commodities supplied by foreign countries.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
CONVERTIBLE SECURITIES The value of convertible securities may rise and fall
with the market value of the underlying stock or, like a debt security, vary
with changes in interest rates and the credit quality of the issuer. A
convertible security tends to perform more like a stock when the underlying
stock price is high (because it is assumed it will be converted) and more like a
debt security when the underlying stock price is low (because it is assumed it
will not be converted). Because its value can be influenced by many different
factors, a convertible security is not as sensitive to interest rate changes as
a similar non-convertible debt security, and generally has less potential for
gain or loss than the underlying stock.
INCOME Since the Fund can only distribute what it earns, the Fund's
distributions to shareholders may decline when interest rates fall.
CREDIT An issuer of securities may be unable to make interest payments and repay
principal. Changes in an issuer's financial strength or in a security's credit
rating may affect a security's value and, thus, impact Fund performance.
INTEREST RATE When interest rates rise, debt security prices fall. The opposite
is also true: debt security prices rise when interest rates fall. In general,
securities with longer maturities are more sensitive to these price changes.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
PERFORMANCE
[Insert graphic of bull and bear]
This bar chart and table show the volatility of the Fund's returns, which is one
indicator of the risks of investing in the Fund. The bar chart shows changes in
the Fund's returns from year to year over the past 4 calendar years. The table
shows how the Fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
CLASS A ANNUAL TOTAL RETURNS(1)
[Begin callout]
BEST
QUARTER:
Q2 '99
21.12%
WORST QUARTER:
Q3 '98
-19.58%
[End callout]
[Insert bar graph]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
39.65% 3.67% -26.03% 33.52%
96 97 98 99
</TABLE>
YEAR
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
1 YEAR SINCE INCEPTION
(6/5/95)
--------------------------------------------------------------------------------
Franklin Natural Resources Fund - 25.85% 9.15%
Class A(2)
S&P 500(R)Index(3) 21.04% 26.95%
</TABLE>
1. Figures do not reflect sales charges. If they did, returns would be lower. As
of June 30, 2000, the Fund's year-to-date return was 19.87%.
2. Figures reflect sales charges.
All Fund performance assumes reinvestment of dividends and capital gains.
3. Source: Standard & Poor's Micropal. The S&P 500(R) Index is an unmanaged
group of widely held common stocks covering a variety of industries. It includes
reinvested dividends. One cannot invest directly in an index, nor is an index
representative of the Fund's portfolio.
FEES AND EXPENSES
[Insert graphic of percentage sign]
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------
<S> <C>
Maximum sales charge (load) as a
percentage of offering price 5.75%
Load imposed on purchases 5.75%
Maximum deferred sales charge (load) None(1)
</TABLE>
Please see "Choosing a Share Class" on page 56 for an explanation of how and
when these sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------
<S> <C>
Management fees(2) 0.62%
Distribution and service 0.33%
(12b-1) fees
Other expenses 0.49%
Total annual Fund operating expenses(2) 1.44%
Management fee waiver(2) 0.01%
-------------------
Net annual Fund operating expenses(2) 1.43%
===================
</TABLE>
1. Except for investments of $1 million or more (see page 56) and purchases by
certain retirement plans without an initial sales charge.
2. For the fiscal year ended April 30, 2000, the manager had agreed in advance
to limit its management fees. The manager also had agreed in advance to reduce
its fees to reflect reduced services resulting from the Fund's investment in a
Franklin Templeton money fund. With these reductions, management fees were 0.16%
and total annual fund operating expenses were 0.98%. The manager may end this
arrangement at any time upon notice to the Fund's Board of Trustees. The
manager, however, is required by the Fund's Board of Trustees and an order by
the Securities and Exchange Commission to reduce its fees if the Fund invests in
a Franklin Templeton money fund.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
If you sell your shares at the end of the period:
CLASS A $712(1) $1,001 $1,312 $2,190
</TABLE>
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
MANAGEMENT
[Insert graphic of briefcase]
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94403, is the Fund's investment manager. Together, Advisers and its affiliates
manage over $229 billion in assets.
The team responsible for the Fund's management is:
MICHAEL R. WARD, PORTFOLIO MANAGER OF ADVISERS
Mr. Ward has been a manager of the Fund since 1999. He joined Franklin Templeton
Investments in 1992.
STEVE LAND, PORTFOLIO MANAGER OF ADVISERS
Mr. Land has been a manager of the Fund since 1999. He joined Franklin Templeton
Investments in 1997.
The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year
ended April 30, 2000, management fees, before any advance waiver, were 0.62% of
the Fund's average daily net assets. Under an agreement by the manager to limit
its fees and to reduce its fees to reflect reduced services resulting from the
Fund's investment in a Franklin Templeton money fund, the Fund paid 0.16% of its
average daily net assets to the manager for its services. The manager may end
this arrangement at any time upon notice to the Fund's Board of Trustees.
FINANCIAL HIGHLIGHTS
[Insert graphic of dollar bill]
This table presents the Fund's financial performance since its inception. This
information has been audited by PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
CLASS A YEAR ENDED APRIL 30,
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2000 1999 1998 1997 1996(1)
---------------------------------------------------------------------
PER SHARE DATA ($)
Net asset value, beginning of year 13.25 15.46 14.07 13.14 10.00
---------------------------------------------------------------------
Net investment income(2) .05 .12 .10 .09 .08
Net realized and unrealized gains (losses)
2.52 (2.21) 2.26 1.25 3.22
---------------------------------------------------------------------
Total from investment operations 2.57 (2.09) 2.36 1.34 3.30
---------------------------------------------------------------------
Dividends from net investment income (.08) (.12) (.09) (.09) (.06)
Distributions from net realized gains -- -- (.88) (.32) (.10)
---------------------------------------------------------------------
Total distributions (.08) (.12) (.97) (.41) (.16)
Net asset value, end of year 15.74 13.25 15.46 14.07 13.14
======================================================================
Total return (%)(3) 19.47 (13.42) 17.57 10.23 33.36
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 41,106 44,014 62,274 45,386 9,909
Ratios to average net assets: (%)
Expenses .98 .97 .96 .98 .99(4)
Expenses excluding waiver and payments
by affiliate 1.43 1.47 1.31 1.31 1.77(4)
Net investment income .39 .97 .67 .72 1.16(4)
Portfolio turnover rate (%) 81.52 74.03 72.93 46.31 59.0(4)
</TABLE>
For the period June 5, 1995 (effective date) to April 30, 1996.
Based on average shares outstanding effective year ended April 30, 2000.
3. Total return does not include sales charges, and is not annualized.
4. Annualized.
[Insert graphic of dollar
signs and stacks of coins] DISTRIBUTIONS AND TAXES
INCOME AND CAPITAL GAINS DISTRIBUTIONS Each Fund intends to pay a dividend at
least annually representing substantially all of its net investment income and
any net realized capital gains. The amount of these distributions will vary and
there is no guarantee the Funds will pay dividends.
To receive a distribution, you must be a shareholder on the record date. The
record dates for the Funds' distributions will vary. Please keep in mind that if
you invest in a Fund shortly before the record date of a distribution, any
distribution will lower the value of the Fund's shares by the amount of the
distribution and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the Funds' distributions, please call 1-800/DIAL BEN(R).
TAX CONSIDERATIONS In general, Fund distributions are taxable to you as either
ordinary income or capital gains. This is true whether you reinvest your
distributions in additional Fund shares or receive them in cash. Any capital
gains a Fund distributes are taxable to you as long-term capital gains no matter
how long you have owned your shares.
[Begin callout]
Backup Withholding
By law, a Fund must withhold 31% of your taxable distributions and redemption
proceeds if you do not provide your correct social security or taxpayer
identification number and certify that you are not subject to backup
withholding, or if the IRS instructs a Fund to do so.
[End callout]
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.
When you sell your shares of a Fund, you may have a capital gain or loss. For
tax purposes, an exchange of your Fund shares for shares of a different Franklin
Templeton fund is the same as a sale.
Fund distributions and gains from the sale or exchange of your shares generally
will be subject to state and local taxes. Non-U.S. investors may be subject to
U.S. withholding and estate tax. You should consult your tax advisor about the
federal, state, local or foreign tax consequences of your investment in a Fund.
YOUR ACCOUNT
[Insert graphic of pencil marking an "X"] CHOOSING A SHARE CLASS
Each class has its own sales charge and expense structure, allowing you to
choose the class that best meets your situation. Your investment representative
can help you decide.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
- Initial sales charge of - No initial sales charge - Initial sales charge of
5.75% or less 1%
- Deferred sales charge of - Deferred sales charge of - Deferred sales charge of
1% on purchases of $1 million 4% on shares you sell within 1% on shares you sell within
or more sold within 12 months the first year, declining to 18 months
1% within six years and
eliminated after that
- Lower annual expenses than - Higher annual expenses - Higher annual expenses
Class B or C due to lower than Class A (same as Class than Class A (same as Class
distribution fees C) due to higher B) due to higher
distribution fees. Automatic distribution fees. No
conversion to Class A shares conversion to Class A
after eight years, reducing shares, so annual expenses
future annual expenses. do not decrease.
</TABLE>
SALES CHARGES - CLASS A
<TABLE>
<CAPTION>
THE SALES CHARGE MAKES UP THIS % WHICH EQUALS THIS % OF
WHEN YOU INVEST THIS AMOUNT OF THE OFFERING PRICE YOUR NET INVESTMENT
--------------------------- -------------------------------- ---------------------
<S> <C> <C>
Under $50,000 5.75 6.10
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 2.50 2.56
$500,000 but under $1 million 2.00 2.04
</TABLE>
INVESTMENTS OF $1 MILLION OR MORE If you invest $1 million or more, either as a
lump sum or through our cumulative quantity discount or letter of intent
programs (see page 59), you can buy Class A shares without an initial sales
charge. However, there is a 1% contingent deferred sales charge (CDSC) on any
shares you sell within 12 months of purchase. The way we calculate the CDSC is
the same for each class (please see page 58).
DISTRIBUTION AND SERVICE (12B-1) FEES Class A has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows Biotechnology Discovery Fund, Natural
Resources Fund, and Technology Fund to pay distribution fees of up to 0.35% per
year and Communications Fund and Health Care Fund to pay distribution fees of up
to 0.25% per year to those who sell and distribute Class A shares and
provide other services to shareholders. Because these fees are paid out of Class
A's assets on an on-going basis, over time these fees will increase the cost of
your investment and may cost you more than paying other types of sales charges.
SALES CHARGES - CLASS B -
COMMUNICATIONS FUND, HEALTH CARE FUND AND TECHNOLOGY FUND
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES
WITHIN THIS MANY YEARS AFTER THIS % IS DEDUCTED FROM
BUYING THEM YOUR PROCEEDS AS A CDSC
---------------------------- -----------------------
<S> <C>
1 Year 4
2 Years 4
3 Years 3
4 Years 3
5 Years 2
6 Years 1
7 Years 0
</TABLE>
With Class B shares, there is no initial sales charge. However, there is a CDSC
if you sell your shares within six years, as described in the table above. The
way we calculate the CDSC is the same for each class (please see page 58). After
8 years, your Class B shares automatically convert to Class A shares, lowering
your annual expenses from that time on.
MAXIMUM PURCHASE AMOUNT The maximum amount you may invest in Class B shares at
one time is $249,999. We place any investment of $250,000 or more in Class A
shares, since a reduced initial sales charge is available and Class A's annual
expenses are lower.
RETIREMENT PLANS Class B shares are available to certain retirement plans,
including IRAs (of any type), Franklin Templeton Bank & Trust 403(b) plans, and
Franklin Templeton Bank & Trust qualified plans with participant or earmarked
accounts.
DISTRIBUTION AND SERVICE (12B-1) FEES Class B has a distribution plan, sometimes
known as a Rule 12b-1 plan that allows each Fund to pay distribution and other
fees of up to 1% per year for the sale of Class B shares and for services
provided to shareholders. Because these fees are paid out of Class B's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
SALES CHARGES - CLASS C -
COMMUNICATIONS FUND, HEALTH CARE FUND AND TECHNOLOGY FUND
<TABLE>
<CAPTION>
WHICH EQUALS THIS
THE SALES CHARGE MAKES UP % OF YOUR NET
WHEN YOU INVEST THIS AMOUNT THIS % OF THE OFFERING PRICE INVESTMENT
--------------------------- ------------------------- -------------------------------
<S> <C> <C>
Under $1 million 1.00 1.01
</TABLE>
We place any investment of $1 million or more in Class A shares, since there is
no initial sales charge and Class A's annual expenses are lower.
CDSC There is a 1% contingent deferred sales charge (CDSC) on any Class C shares
you sell within 18 months of purchase. The way we calculate the CDSC is the same
for each class (please see below).
DISTRIBUTION AND SERVICE (12B-1) FEES Class C has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows each Fund to pay distribution and other
fees of up to 1% per year for the sale of Class C shares and for services
provided to shareholders. Because these fees are paid out of Class C's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - CLASS A, B & C
The CDSC for each class is based on the current value of the shares being sold
or their net asset value when purchased, whichever is less. There is no CDSC on
shares you acquire by reinvesting your dividends or capital gains distributions.
[Begin callout]
The HOLDING PERIOD FOR THE CDSC begins on the day you buy your shares. Your
shares will age one month on that same date the next month and each following
month.
For example, if you buy shares on the 18th of the month, they will age one month
on the 18th day of the next month and each following month.
[End callout]
To keep your CDSC as low as possible, each time you place a request to sell
shares we will first sell any shares in your account that are not subject to a
CDSC. If there are not enough of these to meet your request, we will sell the
shares in the order they were purchased. We will use this same method if you
exchange your shares into another Franklin Templeton fund (please see page 65
for exchange information).
SALES CHARGE REDUCTIONS AND WAIVERS
If you qualify for any of the sales charge reductions or waivers below, please
let us know at the time you make your investment to help ensure you receive the
lower sales charge.
QUANTITY DISCOUNTS We offer several ways for you to combine your purchases in
Franklin Templeton funds to take advantage of the lower sales charges for large
purchases of Class A shares.
[Begin callout]
FRANKLIN TEMPLETON FUNDS include all of the U.S. registered mutual funds of
Franklin Templeton Investments, except Franklin Templeton Variable Insurance
Products Trust and Templeton Capital Accumulator Fund, Inc.
[End callout]
- CUMULATIVE QUANTITY DISCOUNT - lets you combine all of your shares in
Franklin Templeton funds for purposes of calculating the sales charge. You
also may combine the shares of your spouse, and your children or
grandchildren, if they are under the age of 21. Certain company and
retirement plan accounts also may be included.
- LETTER OF INTENT (LOI) - expresses your intent to buy a stated dollar
amount of shares over a 13-month period and lets you receive the same sales
charge as if all shares had been purchased at one time. We will reserve a
portion of your shares to cover any additional sales charge that may apply
if you do not buy the amount stated in your LOI.
To sign up for these programs, complete the appropriate section of your account
application.
REINSTATEMENT PRIVILEGE If you sell shares of a Franklin Templeton fund, you may
reinvest some or all of the proceeds within 365 days without an initial sales
charge. The proceeds must be reinvested within the same share class, except
proceeds from the sale of Class B shares will be reinvested in Class A shares.
If you paid a CDSC when you sold your Class A or C shares, we will credit your
account with the amount of the CDSC paid but a new CDSC will apply. For Class B
shares reinvested in Class A, a new CDSC will not apply, although your account
will not be credited with the amount of any CDSC paid when you sold your Class B
shares.
Proceeds immediately placed in a Franklin Bank Certificate of Deposit (CD) also
may be reinvested without an initial sales charge if you reinvest them within
365 days from the date the CD matures, including any rollover.
This privilege does not apply to shares you buy and sell under our exchange
program. Shares purchased with the proceeds from a money fund may be subject to
a sales charge.
SALES CHARGE WAIVERS Class A shares may be purchased without an initial sales
charge or CDSC by various individuals , institutions and retirement plans or by
investors who reinvest certain distributions and proceeds within 365 days.
Certain investors also may buy Class C shares without an initial sales charge.
The CDSC for each class may be waived for certain redemptions and distributions.
If you would like information about available sales charge waivers, call your
investment representative or call Shareholder Services at 1-800/632-2301. For
information about retirement plans, you may call Retirement Services at
1-800/527-2020. A list of available sales charge waivers also may be found in
the Statement of Additional Information (SAI).
GROUP INVESTMENT PROGRAM Allows established groups of 11 or more investors to
invest as a group. For sales charge purposes, the group's investments are added
together. There are certain other requirements and the group must have a purpose
other than buying Fund shares at a discount.
[Insert graphic of a paper with lines and someone writing]
BUYING SHARES
<TABLE>
<CAPTION>
MINIMUM INVESTMENTS
--------------------------------------------------------------------------------
<S> <C> <C>
INITIAL ADDITIONAL
--------------------------------------------------------------------------------
Regular accounts $1,000 $50
--------------------------------------------------------------------------------
Automatic investment plans $50 ($25 for an $50 ($25 for an
Education IRA) Education IRA)
--------------------------------------------------------------------------------
UGMA/UTMA accounts $100 $50
--------------------------------------------------------------------------------
Retirement accounts no minimum no minimum
(other than IRAs, IRA rollovers,
Education IRAs or Roth IRAs)
--------------------------------------------------------------------------------
IRAs, IRA rollovers, Education
IRAs or Roth IRAs $250 $50
--------------------------------------------------------------------------------
Broker-dealer sponsored
wrap account programs $250 $50
--------------------------------------------------------------------------------
Full-time employees, officers,
trustees and directors of Franklin Templeton
entities, and their immediate family members $100 $50
--------------------------------------------------------------------------------
</TABLE>
Please note that you may only buy shares of a fund eligible for sale in
your state or jurisdiction.
ACCOUNT APPLICATION The Biotechnology Discovery Fund is closed to new investors,
except retirement plan accounts and broker-dealer sponsored wrap programs. If
you were a shareholder of record as of August 31, 2000, you may continue to add
to your account, subject to your applicable minimum additional investment
amount, or buy additional shares through the reinvestment of dividend or capital
gain distributions. The Fund reserves the right to modify this policy at any
time.
For the remaining Funds, if you are opening a new account, please complete and
sign the enclosed account application. Make sure you indicate the share class
you have chosen. If you do not indicate a class, we will place your purchase in
Class A shares. To save time, you can sign up now for services you may want on
your account by completing the appropriate sections of the application (see
"Investor Services" on page 64). For example, if you would like to link one of
your bank accounts to your Fund account so that you may use electronic fund
transfers to and from your bank account to buy and sell shares, please complete
the bank information section of the application. We will keep your bank
information on file for future purchases and redemptions.
<TABLE>
<CAPTION>
BUYING SHARES
--------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT
--------------------------------------------------------------------------------
<S> <C> <C>
[Insert graphic of hands Contact your investment Contact your investment
shaking] representative representative
THROUGH YOUR INVESTMENT
REPRESENTATIVE
-------------------------------------------------------------------------------------------------------------------------------
[Insert graphic of phone] If you have another Franklin Templeton Before requesting a telephone purchase, please make
fund account with your bank account sure we have your bank account information on file. If
BY PHONE information on file, you may open a new we do not have this information, you will need to send
account by phone. written instructions with your bank's name and address,
(Up to $100,000 per day) a voided check or savings account deposit slip, and a
To make a same day investment, please signature guarantee if the bank and Fund accounts do
1-800/632-2301 call us by 1:00 p.m. Pacific time or the not have at least one common owner.
close of the New York Stock Exchange,
whichever is earlier.
To make a same day investment, please call us by 1:00
p.m. Pacific time or the close of the New York Stock
Exchange, whichever is earlier.
-------------------------------------------------------------------------------------------------------------------------------
Make your check payable to the Fund. Make your check payable to the Fund. Include your
account number on the check.
[Insert graphic of Mail the check and your signed
envelope] application to Investor Services. Fill out the deposit slip from your account statement.
If you do not have a slip, include a note with your
BY MAIL name, the Fund name, and your account number.
Mail the check and deposit slip or note to Investor
Services.
------------------------------------------------------------------------------------------------------------------------------------
[Insert graphic of three Call to receive a wire control number Call to receive a wire control number and wire
lightning bolts] and wire instructions. instructions.
Wire the funds and mail your signed To make a same day wire investment, please call us by
BY WIRE application to Investor Services. Please 1:00 p.m. Pacific time and make sure your wire arrives
include the wire control number or your by 3:00 p.m.
1-800/632-2301 new account number on the application.
(or 1-650/312-2000 To make a same day wire investment,
collect) please call us by 1:00 p.m. Pacific time
and make sure your wire arrives by 3:00
p.m.
------------------------------------------------------------------------------------------------------------------------------------
[Insert graphic of two Call Shareholder Services at the number Call Shareholder Services at the number below or our
arrows pointing in below, or send signed written automated TeleFACTS system, or send signed written
opposite directions] instructions. The TeleFACTS system instructions.
cannot be used to open a new account.
BY EXCHANGE
(Please see page 65 for information on (Please see page 65 for information on exchanges.)
exchanges.)
TeleFACTS(R)
1-800/247-1753
(around-the-clock access)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Franklin Templeton Investor Services P.O. Box 997151,
Sacramento, CA 95899-9983
Call toll-free: 1-800/632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time
Saturday 6:30 a.m. to 2:30 p.m., Pacific time)
[Insert graphic of person with a headset] INVESTOR SERVICES
AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
a Fund by automatically transferring money from your checking or savings account
each month to buy shares. To sign up, complete the appropriate section of your
account application and mail it to Investor Services. If you are opening a new
account, please include the minimum initial investment of $50 ($25 for an
Education IRA) with your application.
AUTOMATIC PAYROLL DEDUCTION You may invest in a Fund automatically by
transferring money from your paycheck to the Fund by electronic funds transfer.
If you are interested, indicate on your application that you would like to
receive an Automatic Payroll Deduction Program kit.
DISTRIBUTION OPTIONS You may reinvest distributions you receive from a Fund in
an existing account in the same share class* of the Fund or another Franklin
Templeton fund. Initial sales charges and CDSCs will not apply if you reinvest
your distributions within 365 days. You can also have your distributions
deposited in a bank account, or mailed by check. Deposits to a bank account may
be made by electronic funds transfer.
[Begin callout]
For Franklin Templeton Bank & Trust retirement plans, special forms may be
needed to receive distributions in cash. Please call 1-800/527-2020 for
information.
[End callout]
Please indicate on your application the distribution option you have chosen,
otherwise we will reinvest your distributions in the same share class of the
Fund.
*Class B and C shareholders may reinvest their distributions in Class A shares
of any Franklin Templeton money fund.
RETIREMENT PLANS Franklin Templeton Investments offers a variety of retirement
plans for individuals and businesses. These plans require separate applications
and their policies and procedures may be different than those described in this
prospectus. For more information, including a free retirement plan brochure or
application, please call Retirement Services at 1-800/527-2020.
TELEFACTS(R) Our TeleFACTS system offers around-the-clock access to information
about your account or any Franklin Templeton fund. This service is available
from touch-tone phones at 1-800/247-1753. For a free TeleFACTS brochure, call
1-800/DIAL BEN.
TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to buy,
sell or exchange your shares and make certain other changes to your account by
phone.
For accounts with more than one registered owner, telephone privileges also
allow the Funds to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For all
other transactions and changes, all registered owners must sign the
instructions. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more signatures
into an identically registered money fund account requiring only one signature
for all transactions. This type of telephone exchange is available as long as
you have telephone exchange privileges on your account.
As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone purchase, exchange or redemption privileges on your
account application.
EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton funds
within the same class*, generally without paying any additional sales charges.
If you exchange shares held for less than six months, however, you may be
charged the difference between the initial sales charge of the two funds if the
difference is more than 0.25%. If you exchange shares from a money fund, a sales
charge may apply no matter how long you have held the shares.
*Class Z shareholders of Franklin Mutual Series Fund Inc. may exchange into
Class A without any sales charge. Advisor Class shareholders of another Franklin
Templeton fund also may exchange into Class A without any sales charge. Advisor
Class shareholders who exchange their shares for Class A shares and later decide
they would like to exchange into another fund that offers Advisor Class may do
so.
[Begin callout]
An EXCHANGE is really two transactions: a sale of one fund and the purchase of
another. In general, the same policies that apply to purchases and sales apply
to exchanges, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]
Exchanges into Biotechnology Discovery Fund from other Franklin Templeton funds
will be accepted only to add to an existing account and not to establish a new
account, other than a retirement plan account or investors in wrap programs.
Generally exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee. Any CDSC will
continue to be calculated from the date of your initial investment and will not
be charged at the time of the exchange. The purchase price for determining a
CDSC on exchanged shares will be the price you paid for the original shares. If
you exchange shares subject to a CDSC into a Class A money fund, the time your
shares are held in the money fund will not count towards the CDSC holding
period.
If you exchange your Class B shares for the same class of shares of another
Franklin Templeton fund, the time your shares are held in that fund will count
towards the eight year period for automatic conversion to Class A shares.
Because excessive trading can hurt Fund performance, operations and
shareholders, each Fund, effective November 1, 2000, reserves the right to
revise or terminate the exchange privilege, limit the amount or number of
exchanges, reject any exchange, or restrict or refuse purchases if (i) the Fund
or its manager believes 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 (please see "Market Timers" on page 70).
*Class Z shareholders of Franklin Mutual Series Fund Inc. may exchange into
Class A without any sales charge. Advisor Class shareholders of another Franklin
Templeton fund also may exchange into Class A of Biotechnology Discovery Fund,
Communications Fund and Health Care Fund without any sales charge. Advisor Class
shareholders who exchange their shares for Class A shares and later decide they
would like to exchange into another fund that offers Advisor Class may do so.
SYSTEMATIC WITHDRAWAL PLAN This plan allows you to automatically sell your
shares and receive regular payments from your account. A CDSC may apply to
withdrawals that exceed certain amounts. Certain terms and minimums apply.
To sign up, complete the appropriate section of your application.
[Insert graphic of a certificate] SELLING SHARES
You can sell your shares at any time. Please keep in mind that a contingent
deferred sales charge (CDSC) may apply if you are a shareholder of the
Biotechnology Discovery Fund. Please also keep in mind that if you sell all the
shares in your account, your account will be closed and you will not be able to
buy additional Fund shares or to reopen your account.
SELLING SHARES IN WRITING Generally, requests to sell $100,000 or less can be
made over the phone or with a simple letter. Sometimes, however, to protect you
and the Fund we will need written instructions signed by all registered owners,
with a signature guarantee for each owner, if:
[Begin callout]
A SIGNATURE GUARANTEE helps protect your account against fraud.
You can obtain a signature guarantee at most banks and securities dealers.
A notary public CANNOT provide a signature guarantee.
[End callout]
- you are selling more than $100,000 worth of shares
- you want your proceeds paid to someone who is not a registered owner
- you want to send your proceeds somewhere other than the address of
record, or preauthorized bank or brokerage firm account
We also may require a signature guarantee on instructions we receive from an
agent, not the registered owners, or when we believe it would protect the Fund
against potential claims based on the instructions received.
SELLING RECENTLY PURCHASED SHARES If you sell shares recently purchased with a
check or draft, we may delay sending you the proceeds until your check or draft
has cleared, which may take seven business days or more. A certified or
cashier's check may clear in less time.
REDEMPTION PROCEEDS Your redemption check will be sent within seven days after
we receive your request in proper form. We are not able to receive or pay out
cash in the form of currency.
Redemption proceeds may be delayed if we have not yet received your signed
account application.
RETIREMENT PLANS You may need to complete additional forms to sell shares in a
Franklin Templeton Bank & Trust retirement plan. For participants under age
59 1/2, tax penalties may apply. Call Retirement Services at 1-800/527-2020 for
details.
SELLING SHARES
--------------------------------------------------------------------------------
TO SELL SOME OR ALL OF YOUR SHARES
--------------------------------------------------------------------------------
[Insert graphic of hands shaking]
Contact your investment representative
<TABLE>
<CAPTION>
THROUGH YOUR INVESTMENT
REPRESENTATIVE
----------------------------------------------------------------------------------------------------------
<S> <C>
[Insert graphic of envelope] Send written instructions and endorsed share certificates (if you
hold share certificates) to Investor Services. Corporate,
BY MAIL partnership or trust accounts may need to send additional documents.
Specify the Fund, the account number and the dollar value or number
of shares you wish to sell. If you own both Class A and B shares,
also specify the class of shares, otherwise we will sell your Class
A shares first. Be sure to include all necessary signatures and any
additional documents, as well as signature guarantees if required.
A check will be mailed to the name(s) and address on the account,
or otherwise according to your written instructions.
----------------------------------------------------------------------------------------------------------
[Insert graphic of phone] As long as your transaction is for $100,000 or less, you do not
hold share certificates and you have not changed your address by
BY PHONE phone within the last 15 days, you can sell your shares by phone.
1-800/632-2301
A check will be mailed to the name(s) and address on the account.
Written instructions, with a signature guarantee, are required to
send the check to another address or to make it payable to another
person.
----------------------------------------------------------------------------------------------------------
[Insert graphic of three lightning You can call or write to have redemption proceeds sent to a bank
bolts] account. See the policies above for selling shares by mail or
phone.
Before requesting to have redemption proceeds sent to a bank
BY ELECTRONIC FUNDS TRANSFER (ACH) account, please make sure we have your bank account information on
file. If we do not have this information, you will need to send
written instructions with your bank's name and address, a voided
check or savings account deposit slip, and a signature guarantee if
the bank and Fund accounts do not have at least one common owner.
If we receive your request in proper form by 1:00 p.m. Pacific
time, proceeds sent by ACH generally will be available within two
to three business days.
----------------------------------------------------------------------------------------------------------
[Insert graphic of two arrows Obtain a current prospectus for the fund you are considering.
pointing in opposite directions]
Call Shareholder Services at the number below or our automated
BY EXCHANGE TeleFACTS system, or send signed written instructions. See the
policies above for selling shares by mail or phone.
TeleFACTS(R) 1-800/247-1753
If you hold share certificates, you will need to return them to the
(around-the-clock access) Fund before your exchange can be processed.
----------------------------------------------------------------------------------------------------------
</TABLE>
Franklin Templeton Investor Services P.O. Box 997151,
Sacramento, CA 95899-9983
Call toll-free: 1-800/632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time
Saturday 6:30 a.m. to 2:30 p.m., Pacific time)
[Insert graphic of paper and pen] ACCOUNT POLICIES
CALCULATING SHARE PRICE Each Fund calculates the net asset value per share (NAV)
each business day at the close of trading on the New York Stock Exchange
(normally 1:00 p.m. Pacific time). Each class's NAV is calculated by dividing
its net assets by the number of its shares outstanding.
[Begin callout]
When you buy shares, you pay the offering price. The offering price is the NAV
plus any applicable sales charge.
When you sell shares, you receive the NAV minus any applicable contingent
deferred sales charge (CDSC).
[End callout]
Each Fund's assets are generally valued at their market value. If market prices
are unavailable, or if an event occurs after the close of the trading market
that materially affects the values, assets may be valued at their fair value. If
the Fund holds securities listed primarily on a foreign exchange that trades on
days when the Fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.
Requests to buy and sell shares are processed at the NAV next calculated after
we receive your request in proper form.
ACCOUNTS WITH LOW BALANCES If the value of your account falls below $250 ($50
for employee and UGMA/UTMA accounts) because you sell some of your shares, we
may mail you a notice asking you to bring the account back up to its applicable
minimum investment amount. If you choose not to do so within 30 days, we may
close your account and mail the proceeds to the address of record. You will not
be charged a CDSC if your account is closed for this reason.
STATEMENTS AND REPORTS You will receive quarterly account statements that show
all your account transactions during the quarter. You also will receive written
notification after each transaction affecting your account (except for
distributions and transactions made through automatic investment or withdrawal
programs, which will be reported on your quarterly statement). You also will
receive the Fund's financial reports every six months. To reduce Fund expenses,
we try to identify related shareholders in a household and send only one copy of
the financial reports. If you need additional copies, please call 1-800/DIAL
BEN.
If there is a dealer or other investment representative of record on your
account, he or she also will receive copies of all notifications and statements
and other information about your account directly from the Fund.
STREET OR NOMINEE ACCOUNTS You may transfer your shares from the street or
nominee name account of one dealer to another, as long as both dealers have an
agreement with Franklin Templeton Distributors, Inc. We will process the
transfer after we receive authorization in proper form from your delivering
securities dealer.
JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.
MARKET TIMERS The Natural Resources Fund and Technology Fund may restrict or
refuse purchases or exchanges by Market Timers. The Biotechnology Discovery
Fund, Communications Fund and Health Care Fund do not allow investments by
Market Timers.
You may be considered a Market Timer if you have (i) requested an exchange out
of any of the Franklin Templeton funds within two weeks of an earlier exchange
request out of any fund, or (ii) exchanged shares out of any of the Franklin
Templeton funds more than twice within a rolling 90 day period, or (iii)
otherwise seem to follow a market timing pattern that may adversely affect the
fund. Accounts under common ownership or control with an account that is covered
by (i), (ii), or (iii) are also subject to these limits.
Anyone, including the shareholder or the shareholder's agent, who is considered
to be a Market Timer by a Fund, its manager or shareholder services agent, will
be issued a written notice of their status and the Fund's policies. Identified
Market Timers will be required to register with the market timing desk of
Franklin Templeton Investor Services, Inc., and to place all purchase and
exchange trade requests through the desk.
ADDITIONAL POLICIES Please note that each Fund maintains additional policies and
reserves certain rights, including:
- The Funds may restrict or refuse any order to buy shares, including any
purchase under the exchange privilege.
- At any time, the Funds may change their investment minimums or waive or
lower their minimums for certain purchases.
- The Funds may modify or discontinue the exchange privilege on 60 days'
notice.
- In unusual circumstances, we may temporarily suspend redemptions, or
postpone the payment of proceeds, as allowed by federal securities
laws.
- For redemptions over a certain amount, each Fund reserves the right, in
the case of an emergency, to make payments in securities or other
assets of the Fund or if the payment of cash proceeds by check, wire or
electronic funds transfer would be harmful to existing shareholders.
- To permit investors to obtain the current price, dealers are
responsible for transmitting all orders to the Funds promptly.
DEALER COMPENSATION Qualifying dealers who sell Fund shares may receive sales
commissions and other payments. These are paid by Franklin Templeton
Distributors, Inc. (Distributors) from sales charges, distribution and service
(12b-1) fees and its other resources.
BIOTECHNOLOGY DISCOVERY FUND AND NATURAL RESOURCES FUND
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------
<S> <C>
COMMISSION (%) ---
Investment under $50,000 5.00
$50,000 but under $100,000 3.75
$100,000 but under $250,000 2.80
$250,000 but under $500,000 2.00
$500,000 but under $1 million 1.60
$1 million or more up to 1.00(1)
12b-1 FEE TO DEALER 0.25(2)
</TABLE>
TECHNOLOGY FUND, HEALTH CARE FUND and COMMUNICATIONS FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMISSION (%) --- 4.00 2.00
Investment under $50,000 5.00 --- ---
$50,000 but under $100,000 3.75 --- ---
$100,000 but under $250,000 2.80 --- ---
$250,000 but under $500,000 2.00 --- ---
$500,000 but under $1 million 1.60 --- ---
$1 million or more up to 1.00(1) --- ---
12b-1 FEE TO DEALER 0.25(2) 0.25(3) 1.00(4)
</TABLE>
A dealer commission of up to 1% may be paid on Class A NAV purchases by certain
retirement plans(1) and on Class C NAV purchases. A dealer commission of up to
0.25% may be paid on Class A NAV purchases by certain trust companies and bank
trust departments, eligible governmental authorities, and broker-dealers or
others on behalf of clients participating in comprehensive fee programs.
MARKET TIMERS. Please note that for Class A NAV purchases by market timers,
including purchases of $1 million or more, dealers are not eligible to receive
the dealer commission. Dealers, however, may be eligible to receive the 12b-1
fee from the date of purchase.
1. During the first year after purchase, dealers may not be eligible to receive
the 12b-1 fee.
2. Biotechnology Discovery Fund, Natural Resources Fund and Technology Fund may
each pay up to 0.35% to Distributors or others, out of which 0.10% generally
will be retained by Distributors for its distribution expenses. Biotechnology
Discovery Fund will not reimburse Distributors the additional 0.10% during
periods when the Fund is closed to new investors.
3. Dealers may be eligible to receive up to 0.25% from the date of purchase.
After 8 years, Class B shares convert to Class A shares and dealers may then
receive the 12b-1 fee applicable to Class A.
4. Dealers may be eligible to receive up to 0.25% during the first year after
purchase and may be eligible to receive the full 12b-1 fee starting in the 13th
month.
[Insert graphic of question mark]QUESTIONS
If you have any questions about the Funds or your account, you can write to us
at P.O. Box 997151, Sacramento, CA 95899-9983. You also can call us at one of
the following numbers. For your protection and to help ensure we provide you
with quality service, all calls may be monitored or recorded.
<TABLE>
<CAPTION>
HOURS (PACIFIC TIME,
DEPARTMENT NAME TELEPHONE NUMBER MONDAY THROUGH FRIDAY)
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
6:30 a.m. to 2:30 p.m.
(Saturday)
Fund Information 1-800/DIAL BEN 5:30 a.m. to 5:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m.
(Saturday)
Retirement Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Advisor Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
</TABLE>
FOR MORE INFORMATION
You can learn more about each Fund in the following documents:
ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS
Includes a discussion of recent market conditions and Fund strategies, financial
statements, detailed performance information, portfolio holdings and the
auditor's report.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Contains more information about each Fund, its investments and policies. It is
incorporated by reference (is legally a part of this prospectus).
For a free copy of the current annual/semiannual report or the SAI, please
contact your investment representative or call us at the number below.
FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R) (1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
franklintempleton.com
You also can obtain information about each Fund by visiting the SEC's Public
Reference Room in Washington, D.C. (phone 1-202/942-8090) or the EDGAR Database
on the SEC's Internet site at http://www.sec.gov. You can obtain copies of this
information, after paying a duplicating fee, by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102 or by electronic request at the
following E-mail address: publicinfo(R)sec.gov.
Investment Company Act file #811-6423 FSS2 P 09/00
Prospectus
FRANKLIN
STRATEGIC
SERIES
ADVISOR CLASS
INVESTMENT STRATEGY
GROWTH FRANKLIN TECHNOLOGY FUND
GROWTH & INCOME FRANKLIN NATURAL RESOURCES FUND
SEPTEMBER 1, 2000
[Insert Franklin Templeton Ben Head]
FRANKLIN TEMPLETON INVESTMENTS
The SEC has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
CONTENTS
THE FUNDS
[Begin callout]
Information about each Fund you should know before investing
[End callout]
2 Franklin Technology Fund
10 Franklin Natural Resources Fund
19 Distributions and Taxes
YOUR ACCOUNT
[Begin callout]
Information about qualified investors, account transactions and services
[End callout]
21 Qualified Investors
23 Buying Shares
25 Investor Services
28 Selling Shares
30 Account Policies
32 Questions
FOR MORE INFORMATION
[Begin callout]
Where to learn more about each Fund
[End callout]
Back Cover
THE FUNDS
FRANKLIN TECHNOLOGY FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
GOAL The Fund's investment goal is capital appreciation.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its total assets in equity securities of companies expected to
benefit from the development, advancement, and use of technology.
These may include, for example, companies in the following areas:
- Information technology services, including Internet services,
data processing, technology consulting and implementation, and
electronics distributors;
- Computer software;
- Computing hardware, peripherals, and electronic components;
- Semiconductors, semiconductor fabrication equipment, and
precision instruments;
- Telecommunications, including communications equipment and
services;
- Media and information services, including cable television,
broadcasting, satellite and media content;
- Health-care technology and biotechnology; and
- Aerospace and defense technologies.
The Fund may invest in companies of any size, and may, from time to time, invest
a significant portion of its assets in smaller companies. The Fund may invest up
to 35% of its total assets in foreign securities.
[Begin callout]
The Fund concentrates in equity securities of technology companies.
[End callout]
An equity security, or stock, represents a proportionate share of the ownership
of a company; its value is based on the success of the company's business, any
income paid to stockholders, the value of its assets, and general market
conditions. Common stocks and preferred stocks are examples of equity
securities.
PORTFOLIO SELECTION The manager is a research driven, fundamental investor,
pursuing a growth strategy. As a "bottom-up" investor focusing primarily on
individual securities, the manager chooses companies that it believes are
positioned for rapid growth in revenues, earnings or assets. The manager relies
on a team of analysts to provide in-depth industry expertise and uses both
qualitative and quantitative analysis to evaluate companies for distinct and
sustainable competitive advantages. Such advantages as a particular marketing
niche, proven technology, strong management and industry leadership are all
factors the manager believes point to strong growth potential.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments or short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
TECHNOLOGY COMPANIES By focusing on technology industries, the Fund carries much
greater risks of adverse developments among such industries than a fund that
invests in a wider variety of industries. Prices often change collectively
without regard to the merits of individual companies. Technology company stocks
can be subject to abrupt or erratic price movements and have been volatile,
especially over the short term, due to the rapid pace of product change and
development affecting such companies. Technology companies are subject to
significant competitive pressures, such as new market entrants, aggressive
pricing, and competition for market share, and the potential for falling profit
margins. These companies also face the risks that new services, equipment or
technologies will not be accepted by consumers and businesses or will become
rapidly obsolete. These factors can affect the profitability of technology
companies and, as a result, the value of their securities. In addition,
many internet-related companies are in the emerging stage of development and are
particularly vulnerable to the risks of rapidly changing technologies. Prices of
these companies' securities historically have been more volatile than other
securities, especially over the short term.
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short-term.
These price movements may result from factors affecting individual companies,
industries or securities markets as a whole.
GROWTH STYLE STOCK INVESTING Growth stock prices reflect projections of future
earnings or revenues, and can, therefore, fall dramatically if the company fails
to meet those projections. Growth stocks may also be more expensive relative to
their earnings or assets compared to value or other stocks. Because the Fund's
manager uses an aggressive growth strategy, an investment in the Fund involves
greater risk and more volatility than an investment in a growth Fund investing
entirely in proven growth stocks.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of smaller companies to changing economic conditions.
For example, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to
borrow money to continue or expand operations, or may have difficulty in
repaying any loans which are floating rate.
Initial public offerings (IPOs) of securities issued by unseasoned companies
with little or no operating history are risky and their prices are highly
volatile, but they can result in very large gains in their initial trading.
Attractive IPOs are often oversubscribed and may not be available to the Fund,
or only in very limited quantities. Thus, when the Fund's size is smaller, any
gains from IPOs will have an exaggerated impact on the Fund's reported
performance than when the Fund is larger. Although IPO investments have had a
positive impact on the Fund's performance in the past, there can be no assurance
that the Fund will have favorable IPO investment opportunities in the future.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies,
exercise shareholder rights, and pursue legal remedies with respect to its
foreign investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
LIQUIDITY The Fund may invest up to 15% of its net assets in securities with a
limited trading market. Reduced liquidity may have an adverse impact on market
price and the Fund's ability to sell particular securities when necessary to
meet the Fund's liquidity needs or in response to a specific economic event.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
PORTFOLIO TURNOVER Because of the Fund's emphasis on technology stocks, the
Fund's portfolio turnover rate may exceed 100% annually, which may involve
additional expenses to the Fund, including portfolio transaction costs.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
[Insert graphic of a bull and a bear] PERFORMANCE
Because the Fund is new, it does not have a full calendar year of performance.
[Insert graphic of percentage sign] FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
ADVISOR CLASS
---------------------------------------------------------------------------------------- ----------------------
<S> <C>
Maximum sales charge (load) imposed on purchases None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)(1)
<TABLE>
<CAPTION>
ADVISOR CLASS
---------------------------------------------------------------------------------------- ----------------------
<S> <C>
Management fees(2) 0.55%
Distribution and service (12b-1) fees None
Other expenses 0.57%
----------------------
Total annual fund operating expenses(2) 1.12%
======================
</TABLE>
1. The management fees shown are based on the Fund's maximum contractual amount.
Other expenses are estimated.
2. The manager and administrator have agreed in advance to limit their
respective fees and assume as their own expense certain expenses otherwise
payable by the Fund so that total annual Fund operating expenses do not exceed
1.05% for the current fiscal year. After April 30, 2001 the administrator and
manager may end this arrangement at any time.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year;
- The Fund's operating expenses remain the same; and
- You sell your shares at the end of the periods shown.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------------------------------------------------- ------------- --------------
<S> <C> <C>
If you sell your shares at the end of the period:
ADVISOR CLASS $114 $356
</TABLE>
[Insert graphic of briefcase] MANAGEMENT
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., P.O. Box 7777,
San Mateo, California 94403-7777, is the Fund's investment manager. Together,
Advisers and its affiliates manage over $229 billion in assets.
The team responsible for the Fund's management is:
CANYON CHAN CFA, VICE PRESIDENT OF ADVISERS
Mr. Chan has been a manager of the Fund since its inception. He joined Franklin
Templeton Investments in 1991.
CONRAD HERRMANN CFA, Senior Vice President of Advisers
Mr. Herrmann has been a manager of the Fund since its inception. He joined
Franklin Templeton Investments in 1989.
IAN LINK CFA, Vice President of Advisers
Mr. Link has been a manager of the Fund since its inception. He joined Franklin
Templeton Investments in 1989.
The Fund pays Advisers a fee for managing the Fund's assets. The fee is equal to
an annual rate of:
- 0.550% of the value of net assets up to and including $500 million;
- 0.450% of the value of net assets over $500 million, up to and
including $1 billion;
- 0.400% of the value of net assets over $1 billion, up to and including
$1.5 billion;
- 0.350% of the value of net assets over $1.5 billion, up to and
including $6.5 billion;
- 0.325% of the value of net assets over $6.5 billion, up to and
including $11.5 billion;
- 0.300% of the value of net assets over $11.5 billion, up to and
including $16.5 billion;
- 0.290% of the value of net assets over $16.5 billion, up to and
including $19 billion;
- 0.280% of the value of net assets over $19 billion, up to and including
$21.5 billion; and 0.270% of the value of net assets over $21.5
billion.
FRANKLIN NATURAL
RESOURCES FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
GOAL The Fund's investment goal is to seek to provide high total return. Total
return consists of both capital appreciation and current dividend and interest
income.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund invests at
least 65% of its assets in the equity and debt securities of U.S. and foreign
companies in the natural resources sector. The Fund invests a substantial
portion of its assets in smaller capitalization companies, which are generally
companies with a market capitalization of less than $1.5 billion at the time of
the Fund's investment.
[Begin callout]
The Fund normally invests at least 65% of its assets in the equity and debt
securities of U.S. and foreign companies in the natural resources sector.
[End callout]
For the Fund's investment purposes, the natural resources sector includes
companies that own, produce, refine, process, and market natural resources and
companies that provide related services. The sector includes, for example, the
following industries: integrated oil, oil and gas exploration and production,
gold and other precious metals, steel and iron ore production, aluminum
production, forest products, farming products, paper products, chemicals,
building materials, energy services and technology, and environmental services.
In addition to its investments in companies in the natural resources sector, the
Fund may also invest up to 35% of its assets in equity or debt securities of any
type of foreign or U.S. issuer. The Fund invests most of its assets in equity
securities and in debt securities convertible into equity securities. An equity
security, or stock, represents a proportionate share of the ownership of a
company; its value is based on the success of the company's business, any income
paid to stockholders, the value of its assets, and general market conditions.
Common stocks and preferred stocks are examples of equity securities. Debt
securities represent the obligation of the issuer to repay a loan of money to
it, and generally pay interest to the holder. Bonds, notes, and debentures are
examples of debt securities. Convertible securities have characteristics of both
debt securities (which is frequently the form in which they are first issued)
and equity securities (which is what they can be converted into).
The Fund expects to invest more of its assets in U.S. securities than in
securities of any other single country, but the Fund may invest more than 50% of
its total assets in foreign securities, including emerging market securities.
The Fund may also buy American Depositary Receipts. Depositary receipts are
certificates typically issued by a bank or trust company that give their holders
the right to receive securities issued by a foreign or domestic company.
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include money market fund shares,
money market instruments and short-term debt securities. The manager also may
invest in these types of securities or hold cash while looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, the
Fund may be unable to achieve its investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
NATURAL RESOURCES SECTOR By focusing on the natural resources sector, the Fund
carries much greater risks of adverse developments than a fund that invests in a
wider variety of industries. The securities of companies in the natural
resources sector may experience more price volatility than securities of
companies in other industries. Some of the commodities which these industries
use or provide are subject to limited pricing flexibility because of supply and
demand factors. Others are subject to broad price fluctuations as a result of
the volatility of the prices for certain raw materials and the instability of
supplies of other materials. These factors can affect the profitability of
companies in the natural resources sector and, as a result, the value of their
securities.
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
The Fund's concentration in the securities of companies with substantial natural
resource assets will expose the Fund to the price movements of natural resources
to a greater extent than a more broadly diversified mutual fund. Because the
Fund invests primarily in this economic sector, there is the risk that the Fund
will perform poorly during an economic downturn or a slump in demand for natural
resources.
STOCKS While stocks historically have outperformed other asset classes over the
long term, they tend to go up and down more dramatically over the short term.
These price movements may result from factors affecting individual companies,
industries or the securities market as a whole.
SMALLER COMPANIES Smaller companies involve greater risks than larger, more
established companies and should be considered speculative. Historically,
smaller company securities have been more volatile in price than larger company
securities, especially over the short term. Among the reasons for the greater
price volatility are the less certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities and the greater
sensitivity of smaller companies to changing economic conditions.
In addition, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans
which are floating rate.
FOREIGN SECURITIES Investing in foreign securities, including depositary
receipts, typically involves more risks than investing in U.S. securities.
Certain of these risks also may apply to securities of U.S. companies with
significant foreign operations. These risks can increase the potential for
losses in the Fund and affect its share price. In the natural resources sector,
many companies whose securities trade in the U.S. are nevertheless impacted by
many of these risks because they have operations in foreign countries, or may be
dependent upon commodities supplied by foreign countries.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and practices
as U.S. companies. Thus, there may be less information publicly available about
foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
CONVERTIBLE SECURITIES The value of convertible securities may rise and fall
with the market value of the underlying stock or, like a debt security, vary
with changes in interest rates and the credit quality of the issuer. A
convertible security tends to perform more like a stock when the underlying
stock price is high (because it is assumed it will be converted) and more like a
debt security when the underlying stock price is low (because it is assumed it
will not be converted). Because its value can be influenced by many different
factors, a convertible security is not as sensitive to interest rate changes as
a similar non-convertible debt security, and generally has less potential for
gain or loss than the underlying stock.
INCOME Since the Fund can only distribute what it earns, the Fund's
distributions to shareholders may decline when interest rates fall.
CREDIT An issuer of securities may be unable to make interest payments and repay
principal. Changes in an issuer's financial strength or in a security's credit
rating may affect a security's value and, thus, impact Fund performance.
INTEREST RATE When interest rates rise, debt security prices fall. The opposite
is also true: debt security prices rise when interest rates fall. In general,
securities with longer maturities are more sensitive to these price changes.
DIVERSIFICATION The Fund is a non-diversified fund. It may invest a greater
portion of its assets in the securities of one issuer than a diversified fund.
The Fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the Fund's shares. The Fund, however, intends to meet certain
tax diversification requirements.
More detailed information about the Fund, its policies and risks can be found in
the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
PERFORMANCE
[Insert graphic of bull and bear]
This bar chart and table show the volatility of the Fund's returns, which is one
indicator of the risks of investing in the Fund. The bar chart shows changes in
the Fund's returns from year to year over the past 4 calendar years. The table
shows how the Fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.
ADVISOR CLASS ANNUAL TOTAL RETURNS(1,2)
[Insert bar graph]
<TABLE>
<S> <C> <C> <C>
39.65% 3.87% -25.59% 38.00%
96 97 98 99
</TABLE>
YEAR
[Begin callout]
Best
Quarter:
Q2 '99
24.72%
Worst
Quarter:
Q3 '98
-19.53%
[End callout]
AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1999
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (6/5/95)
------ ---------
<S> <C> <C>
Franklin Natural Resources
Fund - Advisor Class(2) 38.00% 11.79%
S&P 500(R) Index(3) 21.04% 26.95%
</TABLE>
1. As of June 30, 2000, the Fund's year-to-date return was 20.04%.
2. Performance figures reflect a "blended" figure combining the following
methods of calculation: (a) For periods before January 1, 1997, a restated
figure is used based on the Fund's Class A performance, excluding the effect of
Class A's maximum initial sales charge and including the effect of the Class A
distribution and service (12b-1) fees; and (b) for periods after January 1,
1997, an actual Advisor Class figure is used reflecting a deduction of all
applicable charges and fees for that class. This blended figure assumes
reinvestment of dividends and capital gains.
3. Source: Standard & Poor's Micropal. The S&P 500(R) Index is an unmanaged
group of widely held common stocks covering a variety of industries. It includes
reinvested dividends. One cannot invest directly in an index, nor is an index
representative of the Fund's portfolio.
FEES AND EXPENSES
[Insert graphic of percentage sign]
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
ADVISOR CLASS
-------------
<S> <C>
Maximum sales charge (load) imposed on purchases None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
ADVISOR CLASS
---------------------------------------------------------------------------------- -------------
<S> <C>
Management fees(1) 0.62%
Distribution and service None
(12b-1) fees
Other expenses 0.49%
Total annual Fund operating expenses(1) 1.11%
-------------
Management fee waiver(1) 0.01%
-------------
Net annual Fund operating expenses(1) 1.10%
-------------
</TABLE>
1. For the fiscal year ended April 30, 2000, the manager had agreed in advance
to limit its management fees. The manager also had agreed in advance to reduce
its fees to reflect reduced services resulting from the Fund's investment in a
Franklin Templeton money fund. With these reductions, management fees were 0.16%
and total annual fund operating expenses were 0.65%. The manager may end this
arrangement at any time upon notice to the Fund's Board of Trustees. The
manager, however, is required by the Fund's Board of Trustees and an order by
the Securities and Exchange Commission to reduce its fees if the Fund invests in
a Franklin Templeton money fund.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
- You invest $10,000 for the periods shown;
- Your investment has a 5% return each year; and
- The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you sell your shares at the end of the period:
ADVISOR CLASS $112 $350 $606 $1,340
</TABLE>
MANAGEMENT
[Insert graphic of briefcase]
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94403, is the Fund's investment manager. Together, Advisers and its affiliates
manage over $229 billion in assets.
The team responsible for the Fund's management is:
MICHAEL R. WARD, PORTFOLIO MANAGER OF ADVISERS
Mr. Ward has been a manager of the Fund since 1999. He joined Franklin Templeton
Investments in 1992.
STEVE LAND, PORTFOLIO MANAGER OF ADVISERS
Mr. Land has been a manager of the Fund since 1999. He joined Franklin Templeton
Investments in 1997.
The Fund pays Advisers a fee for managing the Fund's assets. For the fiscal year
ended April 30, 2000, management fees, before any advance waiver, were 0.62% of
the Fund's average daily net assets. Under an agreement by the manager to limit
its fees and to reduce its fees to reflect reduced services resulting from the
Fund's investment in a Franklin Templeton money fund, the Fund paid 0.16% of its
average daily net assets to the manager for its services. The manager may end
this arrangement at any time upon notice to the Fund's Board of Trustees.
[Insert graphic of dollar
signs and stacks of coins] DISTRIBUTIONS AND TAXES
INCOME AND CAPITAL GAINS DISTRIBUTIONS Each Fund intends to pay a dividend at
least annually representing substantially all of its net investment income and
any net realized capital gains. The amount of these distributions will vary and
there is no guarantee the Funds will pay dividends.
To receive a distribution, you must be a shareholder on the record date. The
record dates for the Funds' distributions will vary. Please keep in mind that if
you invest in a Fund shortly before the record date of a distribution, any
distribution will lower the value of the Fund's shares by the amount of the
distribution and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the Funds' distributions, please call 1-800/DIAL BEN(R).
TAX CONSIDERATIONS In general, Fund distributions are taxable to you as either
ordinary income or capital gains. This is true whether you reinvest your
distributions in additional Fund shares or receive them in cash. Any capital
gains a Fund distributes are taxable to you as long-term capital gains no matter
how long you have owned your shares.
[Begin callout]
Backup Withholding
By law, a Fund must withhold 31% of your taxable distributions and redemption
proceeds if you do not provide your correct social security or taxpayer
identification number and certify that you are not subject to backup
withholding, or if the IRS instructs a Fund to do so.
[End callout]
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.
When you sell your shares of a Fund, you may have a capital gain or loss. For
tax purposes, an exchange of your Fund shares for shares of a different Franklin
Templeton fund is the same as a sale.
Fund distributions and gains from the sale or exchange of your shares generally
will be subject to state and local taxes. Non-U.S. investors may be subject to
U.S. withholding and estate tax. You should consult your tax advisor about the
federal, state, local or foreign tax consequences of your investment in a Fund.
[Insert graphic of a dollar bill] FINANCIAL HIGHLIGHTS
This table presents the financial performance for the Natural Resources Fund
Advisor Class since its inception. This information has been audited by
PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
ADVISOR CLASS YEAR ENDED APRIL 30,
--------------------------------------------------------------------
2000 1999 1998 1997(1)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PER SHARE DATA ($)
Net asset value, beginning of year 13.63 15.48 14.07 14.66
--------- --------- --------- ---------
Net investment income(2) .07 .19 .23 --
Net realized and unrealized
gains (losses) 2.63 (1.85) 2.20 (.59)
--------- --------- --------- ---------
Total from investment operations 2.70 (1.66) 2.43 (.59)
--------- --------- --------- ---------
Less distributions from net
investment income (.09) (.19) (.14) --
Less distributions from net
realized gains -- -- (.88) --
--------- --------- --------- ---------
Total distributions (.09) (.19) (1.02) --
Net asset value, end of year 16.24 13.63 15.48 14.07
========= ========= ========= =========
Total return (%)(3) 19.91 (10.48) 18.11 (4.02)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000) 8,791 319 892 1,123
Ratios to average net assets: (%)
Expenses .65 .65 .64 .64(4)
Expenses excluding waiver and
payments by affiliate 1.10 1.15 1.03 .86(4)
Net investment income (loss) .49 1.29 1.02 1.03(4)
Portfolio turnover rate (%) 81.52 74.03 72.93 46.31
</TABLE>
1. For the period January 2, 1997 (effective date) to April 30, 1997.
2. Based on average shares outstanding effective year ended April 30, 2000.
3. Total return does not include sales charges, and is not annualized.
4. Annualized.
YOUR ACCOUNT
[Insert graphic of pencil marking an "X"]QUALIFIED INVESTORS
The following investors may qualify to buy Advisor Class shares of the Funds.
- Qualified registered investment advisors with clients invested in any
series of Franklin Mutual Series Fund Inc. on October 31, 1996, or who buy
through a broker-dealer or service agent who has an agreement with Franklin
Templeton Distributors, Inc. (Distributors). Minimum investments: $1,000
initial and $50 additional.
- Broker-dealers, registered investment advisors or certified financial
planners who have an agreement with Distributors for clients participating
in comprehensive fee programs. Minimum investments: $250,000 initial
($100,000 initial for an individual client) and $50 additional.
- Officers, trustees, directors and full-time employees of Franklin Templeton
Investments and their immediate family members. Minimum investments: $100
initial ($50 for accounts with an automatic investment plan) and $50
additional.
- Each series of the Franklin Templeton Fund Allocator Series. Minimum
investments: $1,000 initial and $1,000 additional.
[Begin callout]
The FRANKLIN TEMPLETON FUNDS include all of the U.S. registered mutual funds of
Franklin Templeton Investments, except Franklin Templeton Variable Insurance
Products Trust and Templeton Capital Accumulator Fund, Inc.
[End callout]
- Governments, municipalities, and tax-exempt entities that meet the
requirements for qualification under section 501 of the Internal Revenue
Code. Minimum investments: $1 million initial investment in Advisor Class
or Class Z shares of any Franklin Templeton fund and $50 additional.
- Accounts managed by Franklin Templeton Investments. Minimum investments: No
initial minimum and $50 additional.
- The Franklin Templeton Profit Sharing 401(k) Plan. Minimum investments: No
initial or additional minimums.
- Defined contribution plans such as employer stock, bonus, pension or profit
sharing plans that meet the requirements for qualification under section
401 of the Internal Revenue Code, including salary reduction plans
qualified under section 401(k) of the Internal Revenue Code, and that are
sponsored by an employer (i) with at least 10,000 employees, or (ii) with
retirement plan assets of $100 million or more. Minimum investments: No
initial or additional minimums.
- Trust companies and bank trust departments initially investing in Franklin
Templeton funds 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. Minimum investments: No initial or additional minimums.
- Individual investors. Minimum investments: $5 million initial and $50
additional. You may combine all of your shares in the Franklin Templeton
funds for purposes of determining whether you meet the $5 million minimum,
as long as $1 million is in Advisor Class or Class Z shares of any Franklin
Templeton fund.
- Any other investor, including a private investment vehicle such as a family
trust or foundation, who is a member of an established group of 11 or more
investors. Minimum investments: $5 million initial and $50 additional. For
minimum investment purposes, the group's investments are added together.
The group may combine all of its shares in Franklin Templeton funds for
purposes of determining whether it meets the $5 million minimum, as long as
$1 million is in Advisor Class or Class Z shares of any Franklin Templeton
fund. There are certain other requirements and the group must have a
purpose other than buying Fund shares without a sales charge.
Please note that Advisor Class shares of the Funds generally are not available
to retirement plans through Franklin Templeton's ValuSelect(R) program.
Retirement plans in the ValuSelect program before January 1, 1998, however, may
invest in a Fund's Advisor Class shares.
[Insert graphic of a paper with lines
and someone writing] BUYING SHARES
ACCOUNT APPLICATION If you are opening a new account, please complete and sign
the enclosed account application. To save time, you can sign up now for services
you may want on your account by completing the appropriate sections of the
application (see "Investor Services" on page 25). For example, if you would like
to link one of your bank accounts to your Fund account so that you may use
electronic fund transfers to and from your bank account to buy and sell shares,
please complete the bank information section of the application. We will keep
your bank information on file for future purchases and redemptions.
BUYING SHARES
<TABLE>
<CAPTION>
OPENING AN ACCOUNT ADDING TO AN ACCOUNT
----------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
[Insert graphic of hands
shaking]
Contact your investment representative Contact your investment representative
THROUGH YOUR INVESTMENT
REPRESENTATIVE
----------------------------- ------------------------------------------- -------------------------------------------
[Insert graphic of phone] If you have another Franklin Templeton Before requesting a telephone purchase,
fund account with your bank account please make sure we have your bank
BY PHONE information on file, you may open a new account information on file. If we do not
account by phone. have this information, you will need to
(Up to $100,000 per day) send written instructions with your
To make a same day investment, please bank's name and address, a voided check
1-800/632-2301 call us by 1:00 p.m. Pacific time or the or savings account deposit slip, and a
close of the New York Stock Exchange, signature guarantee if the bank and Fund
whichever is earlier. accounts do not have at least one common
owner.
To make a same day investment, please
call us by 1:00 p.m. Pacific time or the
close of the New York Stock Exchange,
whichever is earlier.
----------------------------- ------------------------------------------- -------------------------------------------
Make your check payable to the Fund. Make your check payable to the Fund.
[Insert graphic Include your
</TABLE>
25
<PAGE>
<TABLE>
<S> <C> <C>
of envelope] account number on the check.
Mail the check and your signed
BY MAIL application to Investor Services. Fill out the deposit slip from your
account statement. If you do not have a
slip, include a note with your name, the
Fund name, and your account number.
Mail the check and deposit slip or note
to Investor Services.
----------------------------- ------------------------------------------- -------------------------------------------
[Insert graphic of three Call to receive a wire control number Call to receive a wire control number and
lightning bolts] and wire instructions. wire instructions.
Wire the funds and mail your signed To make a same day wire investment,
application to Investor Services. Please please call us by 1:00 p.m. Pacific time
BY WIRE include the wire control number or your and make sure your wire arrives by 3:00
new account number on the application. p.m.
1-800/632-2301
(or 1-650/312-2000 collect) To make a same day wire investment,
please call us by 1:00 p.m. Pacific time
and make sure your wire arrives by 3:00
p.m.
----------------------------- ------------------------------------------- -------------------------------------------
[Insert graphic of two Call Shareholder Services at the number Call Shareholder Services at the number
arrows pointing in opposite below, or send signed written below, or send signed written
directions] instructions. (Please see page 26 for instructions. (Please see page 26 for
information on exchanges.) information on exchanges.)
BY EXCHANGE
----------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
Franklin Templeton Investor Services P.O. Box 997151,
Sacramento, CA 95899-9983
Call toll-free: 1-800/632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time
Saturday 6:30 a.m. to 2:30 p.m., Pacific time)
[Insert graphic of person with a headset] INVESTOR SERVICES
AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
a Fund by automatically transferring money from your checking or savings account
each month to buy shares. To sign up, complete the appropriate section of your
account application and mail it to Investor Services. If you are opening
a new account, please include your minimum initial investment with your
application.
AUTOMATIC PAYROLL DEDUCTION You may invest in a Fund automatically by
transferring money from your paycheck to the Fund by electronic funds transfer.
If you are interested, indicate on your application that you would like to
receive an Automatic Payroll Deduction Program kit.
DISTRIBUTION OPTIONS You may reinvest distributions you receive from a Fund in
an existing account in the same share class of the Fund or in Advisor Class or
Class A shares of another Franklin Templeton fund. To reinvest your
distributions in Advisor Class shares of another Franklin Templeton fund, you
must qualify to buy that fund's Advisor Class shares. For distributions
reinvested in Class A shares of another Franklin Templeton fund, initial sales
charges and contingent deferred sales charges (CDSCs) will not apply if you
reinvest your distributions within 365 days. You can also have your
distributions deposited in a bank account, or mailed by check. Deposits to a
bank account may be made by electronic funds transfer.
[Begin callout]
For Franklin Templeton Bank & Trust retirement plans, special forms may be
needed to receive distributions in cash. Please call 1-800/527-2020 for
information.
[End callout]
Please indicate on your application the distribution option you have chosen,
otherwise we will reinvest your distributions in the same share class of the
Fund.
RETIREMENT PLANS Franklin Templeton Investments offers a variety of retirement
plans for individuals and businesses. These plans require separate applications
and their policies and procedures may be different than those described in this
prospectus. For more information, including a free retirement plan brochure or
application, please call Retirement Services at 1-800/527-2020.
TELEFACTS(R) Our TeleFACTS system offers around-the-clock access to information
about your account or any Franklin Templeton fund. This service is available
from touch-tone phones at 1-800/247-1753. For a free TeleFACTS brochure, call
1-800/DIAL BEN.
TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to buy,
sell or exchange your shares and make certain other changes to your account by
phone.
For accounts with more than one registered owner, telephone privileges also
allow the Funds to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For all
other transactions and changes, all registered owners must sign the
instructions. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more signatures
into an identically registered money fund account requiring only one signature
for all transactions. This type of telephone exchange is available as long as
you have telephone exchange privileges on your account.
As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone purchase, exchange or redemption privileges on your
account application.
EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton funds
within the same class. You also may exchange your Advisor Class shares for Class
A shares of a fund that does not currently offer an Advisor Class (without any
sales charge)* or for Class Z shares of Franklin Mutual Series Fund Inc.
[Begin callout]
An EXCHANGE is really two transactions: a sale of one fund and the purchase of
another. In general, the same policies that apply to purchases and sales apply
to exchanges, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]
If you do not qualify to buy Advisor Class shares of Templeton Developing
Markets Trust or Templeton Foreign Fund, you also may exchange your shares for
Class A shares of those funds (without any sales charge)* or for shares of
Templeton Institutional Funds, Inc.
Generally exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee.
Because excessive trading can hurt Fund performance, operations and
shareholders, each Fund, effective November 1, 2000, reserves the right to
revise or terminate the exchange privilege, limit the amount or number of
exchanges, reject any exchange, or restrict or refuse purchases if (i) the Fund
or its manager believes 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 (please see "Market Timers" on page 31).
*If you exchange into Class A shares and you later decide you would like to
exchange into a fund that offers an Advisor Class, you may exchange your Class A
shares for Advisor Class shares if you otherwise qualify to buy the fund's
Advisor Class shares.
SYSTEMATIC WITHDRAWAL PLAN This plan allows you to automatically sell your
shares and receive regular payments from your account. Certain terms and
minimums apply. To sign up, complete the appropriate section of your
application.
[Insert graphic of a certificate] SELLING SHARES
You can sell your shares at any time.
SELLING SHARES IN WRITING Generally, requests to sell $100,000 or less can be
made over the phone or with a simple letter. Sometimes, however, to protect you
and the Fund we will need written instructions signed by all registered owners,
with a signature guarantee for each owner, if:
[Begin callout]
A SIGNATURE GUARANTEE helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.
A notary public CANNOT provide a signature guarantee.
[End callout]
- you are selling more than $100,000 worth of shares
- you want your proceeds paid to someone who is not a registered owner
- you want to send your proceeds somewhere other than the address of record,
or preauthorized bank or brokerage firm account
We also may require a signature guarantee on instructions we receive from an
agent, not the registered owners, or when we believe it would protect the Fund
against potential claims based on the instructions received.
SELLING RECENTLY PURCHASED SHARES If you sell shares recently purchased with a
check or draft, we may delay sending you the proceeds until your check or draft
has cleared, which may take seven business days or more. A certified or
cashier's check may clear in less time.
REDEMPTION PROCEEDS Your redemption check will be sent within seven days after
we receive your request in proper form. We are not able to receive or pay out
cash in the form of currency. Redemption proceeds may be delayed if we have not
yet received your signed account application.
RETIREMENT PLANS You may need to complete additional forms to sell shares in a
Franklin Templeton Bank & Trust retirement plan. For participants under age
59 1/2, tax penalties may apply. Call Retirement Services at 1-800/527-2020 for
details.
<TABLE>
<CAPTION>
SELLING SHARES
---------------------------- ---------------------------------------------------------------------
TO SELL SOME OR ALL OF YOUR SHARES
---------------------------- ---------------------------------------------------------------------
<S> <C>
[Insert graphic of hands
shaking] Contact your investment representative
THROUGH YOUR INVESTMENT
REPRESENTATIVE
---------------------------- ---------------------------------------------------------------------
[Insert graphic of Send written instructions and endorsed share certificates (if you
envelope] hold share certificates) to Investor Services. Corporate,
partnership or trust accounts may need to send additional documents.
BY MAIL
Specify the Fund, the account number and the dollar value or number
of shares you wish to sell. Be sure to include all necessary
signatures and any additional documents, as well as signature
guarantees if required.
A check will be mailed to the name(s) and address on the account,
or otherwise according to your written instructions.
---------------------------- ---------------------------------------------------------------------
[Insert graphic of phone] As long as your transaction is for $100,000 or less, you do not
hold share certificates and you have not changed your address by
BY PHONE phone within the last 15 days, you can sell your shares by phone.
1-800/632-2301 A check will be mailed to the name(s) and address on the account.
Written instructions, with a signature guarantee, are required to
send the check to another address or to make it payable to another
person.
---------------------------- ---------------------------------------------------------------------
[Insert graphic of three You can call or write to have redemption proceeds sent to a bank
lightning bolts] account. See the policies above for selling shares by mail or
phone.
Before requesting to have redemption proceeds sent to a bank
account, please make sure we have your bank account information on
By Electronic Funds file. If we do not have this information, you will need to send
Transfer (ACH) written instructions with your bank's name and address, a voided
check or savings account deposit slip, and a signature guarantee if
the bank and Fund accounts do not have at least one common owner.
If we receive your request in proper form by 1:00 p.m. Pacific
time, proceeds sent by ACH generally will be available within two
to three business days.
---------------------------- ---------------------------------------------------------------------
[Insert graphic of two Obtain a current prospectus for the fund you are considering.
arrows pointing in
opposite directions] Call Shareholder Services at the number below, or send signed
written instructions. See the policies above for selling shares by
BY EXCHANGE mail or phone.
If you hold share certificates, you will need to return them to the
Fund before your exchange can be processed.
---------------------------- ---------------------------------------------------------------------
</TABLE>
Franklin Templeton Investor Services P.O. Box 997151,
Sacramento, CA 95899-9983
Call toll-free: 1-800/632-2301
(Monday through Friday 5:30 a.m. to 5:00 p.m., Pacific time
Saturday 6:30 a.m. to 2:30 p.m., Pacific time)
[Insert graphic of paper and pen] ACCOUNT POLICIES
CALCULATING SHARE PRICE Each Fund calculates the net asset value per share (NAV)
each business day at the close of trading on the New York Stock Exchange
(normally 1:00 p.m. Pacific time). The NAV for Advisor Class is calculated by
dividing its net assets by the number of its shares outstanding.
Each Fund's assets are generally valued at their market value. If market prices
are unavailable, or if an event occurs after the close of the trading market
that materially affects the values, assets may be valued at their fair value. If
the Fund holds securities listed primarily on a foreign exchange that trades on
days when the Fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.
Requests to buy and sell shares are processed at the NAV next calculated after
we receive your request in proper form.
ACCOUNTS WITH LOW BALANCES If the value of your account falls below $250 ($50
for employee accounts) because you sell some of your shares, we may mail you a
notice asking you to bring the account back up to its applicable minimum
investment amount. If you choose not to do so within 30 days, we may close your
account and mail the proceeds to the address of record.
STATEMENTS AND REPORTS You will receive quarterly account statements that show
all your account transactions during the quarter. You also will receive written
notification after each transaction affecting your account (except for
distributions and transactions made through automatic investment or withdrawal
programs, which will be reported on your quarterly statement). You also will
receive the Fund's financial reports every six months. To reduce Fund expenses,
we try to identify related shareholders in a household and send only one copy of
the financial reports. If you need additional copies, please call 1-800/DIAL
BEN.
If there is a dealer or other investment representative of record on your
account, he or she also will receive copies of all notifications and statements
and other information about your account directly from the Fund.
STREET OR NOMINEE ACCOUNTS You may transfer your shares from the street or
nominee name account of one dealer to another, as long as both dealers have an
agreement with Franklin Templeton Distributors, Inc. We will process the
transfer after we receive authorization in proper form from your delivering
securities dealer.
JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.
MARKET TIMERS The Funds may restrict or refuse purchases or exchanges by Market
Timers. You may be considered a Market Timer if you have (i) requested an
exchange out of any of the Franklin Templeton funds within two weeks of an
earlier exchange request out of any fund, or (ii) exchanged shares out of any of
the Franklin Templeton funds more than twice within a rolling 90 day period, or
(iii) otherwise seem to follow a market timing pattern that may adversely affect
the fund. Accounts under common ownership or control with an account that is
covered by (i), (ii), or (iii) are also subject to these limits.
Anyone, including the shareholder or the shareholder's agent, who is considered
to be a Market Timer by a Fund, its manager or shareholder services agent, will
be issued a written notice of their status and the Fund's policies. Identified
Market Timers will be required to register with the market timing desk of
Franklin Templeton Investor Services, Inc., and to place all purchase and
exchange trade requests through the desk. Some funds do not allow investments by
Market Timers.
ADDITIONAL POLICIES Please note that each Fund maintains additional policies and
reserves certain rights, including:
- The Funds may restrict or refuse any order to buy shares, including any
purchase under the exchange privilege.
- At any time, the Funds may change their investment minimums or waive or
lower their minimums for certain purchases.
- The Funds may modify or discontinue the exchange privilege on 60 days'
notice.
- You may only buy shares of a fund eligible for sale in your state or
jurisdiction.
- In unusual circumstances, we may temporarily suspend redemptions, or
postpone the payment of proceeds, as allowed by federal securities laws.
- For redemptions over a certain amount, each Fund reserves the right, in the
case of an emergency, to make payments in securities or other assets of the
Fund, or if the payment of cash proceeds by check, wire or electronic funds
transfer would be harmful to existing shareholders.
- To permit investors to obtain the current price, dealers are responsible
for transmitting all orders to the Funds promptly.
DEALER COMPENSATION Qualifying dealers who sell Advisor Class shares may receive
up to 0.25% of the amount invested. This amount is paid by Franklin Templeton
Distributors, Inc. from its own resources.
[Insert graphic of question mark] QUESTIONS
If you have any questions about the Funds or your account, you can write to us
at P.O. Box 997151, Sacramento, CA 95899-9983. You also can call us at one of
the following numbers. For your protection and to help ensure we provide you
with quality service, all calls may be monitored or recorded.
<TABLE>
<CAPTION>
DEPARTMENT NAME TELEPHONE NUMBER HOURS (PACIFIC TIME, MONDAY THROUGH FRIDAY)
------------------------------------- ---------------------------- ----------------------------------------------------
<S> <C> <C>
Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
6:30 a.m. to 2:30 p.m. (Saturday)
Fund Information 1-800/DIAL BEN 5:30 a.m. to 5:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Advisor Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
</TABLE>
FOR MORE INFORMATION
You can learn more about each Fund in the following documents:
ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS
Includes a discussion of recent market conditions and Fund strategies, financial
statements, detailed performance information, portfolio holdings and the
auditor's report.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Contains more information about each Fund, its investments and policies. It is
incorporated by reference (is legally a part of this prospectus).
For a free copy of the current annual/semiannual report or the SAI, please
contact your investment representative or call us at the number below.
FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R) (1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
franklintempleton.com
You also can obtain information about each Fund by visiting the SEC's Public
Reference Room in Washington, D.C. (phone 1-202/942-8090) or the EDGAR Database
on the SEC's Internet site at http://www.sec.gov. You can obtain copies of this
information, after paying a duplicating fee, by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102 or by electronic request at the
following E-mail address: [email protected].
Investment Company Act file #811-6243 FSS2 PA 09/00
Prospectus
Franklin U.S. Long-Short Fund
Franklin Strategic Series
INVESTMENT STRATEGY
GROWTH
SEPTEMBER 1, 2000
[Insert Franklin Templeton Ben Head]
The SEC has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
CONTENTS
THE FUND
[Begin callout]
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING
[End callout]
2 Goal and Strategies
4 Main Risks
8 Performance
8 Fees and Expenses
10 Management
11 Distributions and Taxes
13 Financial Highlights
YOUR ACCOUNT
[Begin callout]
INFORMATION ABOUT SALES CHARGES, ACCOUNT TRANSACTIONS AND SERVICES
[End callout]
14 Sales Charges
17 Buying Shares
20 Investor Services
23 Selling Shares
25 Account Policies
28 Questions
FOR MORE INFORMATION
[Begin callout]
WHERE TO LEARN MORE ABOUT THE FUND
[End callout]
Back Cover
THE FUND
[Insert graphic of bullseye and arrows] GOAL AND STRATEGIES
-------------------
GOAL The Fund's principal investment goal is to provide long-term capital
appreciation in both up and down (bull and bear) markets with less volatility
than the overall stock market.
MAIN INVESTMENT STRATEGIES Under normal market conditions, the Fund will have
both long and short positions in equity securities, primarily common stocks of
U.S. companies. The Fund may invest up to 35% of its assets in foreign equity
securities, including depositary receipts of foreign issuers. An equity
security, or stock, represents a proportionate share of ownership of a company;
its value is based on the success of the company's business, any income paid to
stockholders, the value of its assets, and general market conditions.
[Begin Callout]
The Fund's investment philosophy is that a combination of long and short equity
positions can provide positive returns in either up or down markets as well as
reduce volatility risk.
[End Callout]
When the Fund takes a long position, it purchases a stock outright. When the
Fund takes a short position, it sells a stock it does not own at the current
market price and delivers to the buyer stock that it has borrowed. To complete,
or close out, the short sale transaction, the Fund buys the same stock in the
market and returns it to the lender. The Fund makes money when the market price
of the stock goes down after the short sale. Conversely, if the price of the
stock goes up after the sale, the Fund will lose money because it will have to
pay more to replace the borrowed stock than it received when it sold the stock
short.
The Fund manager constructs the Fund's portfolio on a stock-by-stock basis.
Every purchase is evaluated by weighing the potential gains against associated
risks. The Fund buys stocks "long" that it believes will go up in price and
sells stocks "short" that it believes will go down in price. The Fund manager
does not attempt to time the direction of the entire market, but keeps the
flexibility to shift its net exposure (the value of securities held long less
the value of securities held short) depending on which market opportunities -
long or short - look more attractive. As a result, there may be times when the
Fund holds a significant portion of its assets in cash or cash equivalents,
although the Fund generally intends to have all of its assets invested (either
long or short) in equities at all times. There also may be times when the Fund
is fully invested. In order to take advantage of opportunities to buy more
stock, the Fund may borrow money from banks (be leveraged) in an amount up to
one-third of the value of its total assets. Because of the way that the Fund
constructs its portfolio, there may be times when the Fund's investments are
focused in one or more industry sectors.
The Fund may invest in stock of companies of any size. A substantial amount of
the Fund's assets may be invested in smaller companies (those with a market
capitalization of less than $1.5 billion) and mid-cap companies (those with a
market capitalization of between $1.5 and $8 billion).
TEMPORARY INVESTMENTS When the manager believes market or economic conditions
are unfavorable for investors, the manager may invest up to 100% of the Fund's
assets in a temporary defensive manner or hold a substantial portion of its
assets in cash, cash equivalents or other high quality short-term investments.
Temporary defensive investments generally may include short term debt
instruments. The manager also may invest in these types of securities or hold
cash while looking for suitable investment opportunities or to maintain
liquidity. In these circumstances, the Fund may be unable to achieve its
investment goal.
[Insert graphic of chart with line going up and down] MAIN RISKS
----------
[Begin callout]
Because the securities the Fund holds fluctuate in price, the value of your
investment in the Fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]
STOCKS Although this may not be the case in foreign markets, in the U.S.,
stocks, as a class, have historically outperformed other types of investments
over the long term. Individual stock prices, however, tend to go up and down
more dramatically over the short term. These price movements may result from
factors affecting individual companies or industries, or the securities market
as a whole.
The Fund seeks to minimize its exposure to the risk of general equity market
volatility by selling stocks short to offset the stocks it holds long, but
cannot eliminate all risk. Due to the composition of the portfolio, however, you
should expect the Fund's performance to fluctuate independently of the overall
stock market as represented by indices such as the S&P 500 and the Nasdaq.
SHORT SALES Despite the intent to reduce risk by having both long and short
positions, it is possible that the Fund's long positions will decline in value
at the same time that the value of the stocks sold short increases, thereby
increasing the potential for loss. The Fund may not always be able to close out
a short position at a particular time or at an acceptable price. A lender may
request the borrowed securities be returned to it on short notice, and the Fund
may have to buy the borrowed securities at an unfavorable price. If this occurs
at a time when other short sellers of the same security also want to close out
their positions, a "short squeeze" can occur. A short squeeze occurs when demand
is greater than supply for the stock sold short. A short squeeze makes it more
likely that the Fund will have to cover its short sale at an unfavorable price.
If that happens, the Fund will lose some or all of the potential profit from, or
even incur a loss as a result of, the short sale.
Until the Fund replaces a borrowed security, it will set aside assets as
collateral for the borrowed security, as required by law. The Fund is also
required to repay the lender any dividends or interest that accrue on the stock
during the period of the loan. Depending on the arrangements made with the
broker or custodian, the Fund may or may not receive any payments (including
interest) on collateral deposited with the broker or custodian.
In addition, short selling may produce higher than normal portfolio turnover and
result in increased transaction costs to the Fund.
BORROWING/LEVERAGE Borrowing money to increase the Fund's combined long and
short exposure and enhance returns creates special risks. The use of leverage
may make any change in the Fund's net asset value even greater and thus result
in increased volatility of returns. The Fund's assets that are used as
collateral to secure the borrowing may decrease in value while the borrowing is
outstanding, which may force the Fund to use its other assets to increase the
collateral. Leverage also creates interest expense that may lower overall Fund
returns.
SMALLER COMPANIES Smaller companies may offer substantial opportunities for
capital growth, but they also involve substantial risks and should be considered
speculative. Historically, small and mid-size company securities have been more
volatile in price than larger-company securities, especially over the
short-term. Among the reasons for the greater price volatility are the less
certain growth prospects of smaller companies, the lower degree of liquidity in
the markets for such securities, and the greater sensitivity of smaller
companies to changing economic conditions.
Small companies may also lack depth of management, be unable to generate funds
necessary for growth or development, or be developing or marketing new products
or services for which markets are not yet established and may never become
established.
PORTFOLIO TURNOVER The Fund manager will sell a stock or close a short position
when it believes it is appropriate to do so, regardless of how long the Fund has
held or been short the securities. It is expected that the Fund's turnover rate
will exceed 100% per year. The rate of portfolio turnover will not be a limiting
factor for the Fund manager in making decisions on when to buy or sell stocks.
High turnover will increase the Fund's transaction costs and may increase your
tax liability if the transactions result in capital gains.
FOREIGN SECURITIES Investing in foreign securities, including securities of
depositary receipts, typically involves more risks than investing in U.S.
securities. Certain of these risks also may apply to securities of U.S.
companies with significant foreign operations. These risks can increase the
potential for losses in the Fund and affect its share price.
CURRENCY EXCHANGE RATES. Foreign securities may be issued and traded in foreign
currencies. As a result, their values may be affected by changes in exchange
rates between foreign currencies and the U.S. dollar, as well as between
currencies of countries other than the U.S. For example, if the value of the
U.S. dollar goes up compared to a foreign currency, an investment traded in that
foreign currency will go down in value because it will be worth less U.S.
dollars. The impact of the euro, a relatively new currency adopted by certain
European countries to replace their national currencies, is unclear at this
time.
POLITICAL AND ECONOMIC DEVELOPMENTS. The political, economic and social
structures of some foreign countries may be less stable and more volatile than
those in the U.S. Investments in these countries may be subject to the risks of
internal and external conflicts, currency devaluations, foreign ownership
limitations and tax increases. It is possible that a government may take over
the assets or operations of a company or impose restrictions on the exchange or
export of currency or other assets. Some countries also may have different legal
systems that may make it difficult for the Fund to vote proxies, exercise
shareholder rights, and pursue legal remedies with respect to its foreign
investments.
TRADING PRACTICES. Brokerage commissions and other fees generally are higher for
foreign securities. Government supervision and regulation of foreign stock
exchanges, currency markets, trading systems and brokers may be less than in the
U.S. The procedures and rules governing foreign transactions and custody
(holding of the Fund's assets) also may involve delays in payment, delivery or
recovery of money or investments.
AVAILABILITY OF INFORMATION. Foreign companies may not be subject to the same
disclosure, accounting, auditing and financial reporting standards and
practices as U.S. companies. Thus, there may be less information publicly
available about foreign companies than about most U.S. companies.
LIMITED MARKETS. Certain foreign securities may be less liquid (harder to sell)
and more volatile than many U.S. securities. This means the Fund may at times be
unable to sell foreign securities at favorable prices.
EMERGING MARKETS. The risks of foreign investments typically are greater in less
developed countries, sometimes referred to as emerging markets. For example,
political and economic structures in these countries may be less established and
may change rapidly. These countries also are more likely to experience high
levels of inflation, deflation or currency devaluation, which can harm their
economies and securities markets and increase volatility. In fact, short-term
volatility in these markets, and declines of 50% or more, are not uncommon.
INTEREST RATE Increases in interest rates may make it harder for smaller and
emerging market companies to obtain credit to expand or to make interest
payments, as well as increase the cost of borrowing for the Fund.
More detailed information about the Fund, its policies, and risks can be found
in the Fund's Statement of Additional Information (SAI).
[Begin callout]
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency of the U.S. government. Mutual
fund shares involve investment risks, including the possible loss of principal.
[End callout]
[Insert graphic of a bull and a bear] PERFORMANCE
-----------
Because the Fund is new, it does not have a full calendar year of performance.
[Insert graphic of percentage sign] FEES AND EXPENSES
-----------------
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) as a percentage of offering
price 5.75%
Load imposed on purchases 5.75%
Maximum deferred sales charge (load) None/1
Please see "Sales Charges" on page 14 for an explanation of how and when these
sales charges apply.
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)/2
Management fees/3 1.00%
Distribution and service (12b-1) fees 0.35%
Other expenses 3.70%
-----------
Total annual Fund operating expenses/3 5.05%
===========
Management fee waiver/3 -0.07%
-----------
Net annual Fund operating expenses/3 4.98%
===========
1. Except for investments of $1 million or more (see page 14) and purchases by
certain retirement plans without an initial sales charge.
2. The management fees and distribution and service (12b-1) fees shown are
based on the Fund's maximum contractual amount. The Fund did not, however,
incur any 12b-1 fees during the last fiscal year because the Fund's shares were
not being offered to the public during that time. Therefore, the actual amount
of 12b-1 fees was 0.0%.
3. For the period May 28, 1999 (effective date) to April 30, 2000, the manager
and administrator had agreed in advance to waive their respective fees and to
assume as their own expense certain expenses otherwise payable by the Fund. The
manager also had agreed in advance to reduce its fee to reflect reduced services
resulting from the Fund's investment in a Franklin Templeton money fund. With
these reductions, management fees were 0.0% and total annual Fund operating
expenses were 0.0% for the current fiscal year. The manager and administrator
have also agreed in advance to limit their respective fees and to assume as
their own expense certain expenses otherwise payable by the Fund, so that total
annual Fund operating expenses do not exceed 1.850% for the current fiscal year.
After April 30, 2001, the manager and administrator may end this arrangement at
any time upon notice to the Fund's Board of Trustees. The manager, however, is
required by the Fund's Board of Trustees and an order by the Securities and
Exchange Commission to reduce its fee if the Fund invests in a Franklin
Templeton money fund.
EXAMPLE
This example can help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. It assumes:
o You invest $10,000 for the periods shown;
o Your investment has a 5% return each year;
o The Fund's operating expenses remain the same; and
o You sell your shares at the end of the periods shown.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 YEAR 3 YEARS
----------------------------------------
$ 1,044/1 $ 1,984
1. Assumes a contingent deferred sales charge (CDSC) will not apply.
[Insert graphic of briefcase] MANAGEMENT
Franklin Advisers, Inc. (Advisers), 777 Mariners Island Blvd., San Mateo, CA
94404, is the Fund's investment manager. Together, Advisers and its
affiliates manage over $229 billion in assets.
The team responsible for the Fund's management is:
CHARLES E. JOHNSON, VICE PRESIDENT OF ADVISERS
Mr. Johnson has been a manager of the Fund since January 2000. He joined
Franklin Templeton Investments in 1981.
MICHAEL R. WARD, PORTFOLIO MANAGER of Advisers
Mr. Ward has been a manager of the Fund since 1999. He joined Franklin
Templeton Investments in 1992.
The Fund pays Advisers a fee for managing the Fund's assets. The fee is equal to
an annual rate of 1% of the average daily net assets of the Fund.
[Insert graphic of dollar signs and stacks of coins] DISTRIBUTIONS AND TAXES
-----------------------
INCOME AND CAPITAL GAIN DISTRIBUTIONS The Fund intends to pay a dividend at
least annually representing substantially all of its net investment income and
any net realized capital gains. The amount of this distribution will vary and
there is no guarantee the Fund will pay dividends.
To receive a distribution, you must be a shareholder on the record date. The
record date for the Fund's distributions will vary. Please keep in mind that if
you invest in the Fund shortly before the record date of a distribution, any
distribution will lower the value of the Fund's shares by the amount of the
distribution and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the Fund's distributions, please call 1-800/DIAL BEN(R).
TAX CONSIDERATIONS In general, Fund distributions are taxable to you as either
ordinary income or capital gain. This is true whether you reinvest your
distributions in additional Fund shares or receive them in cash. Capital gain
dividends paid by the Fund are taxable to you as long-term capital gain no
matter how long you have owned your shares. Short sales may accelerate
recognition of income to the Fund and/or cause a greater portion of Fund
distributions to be taxable as ordinary income and not as capital gain.
[Begin callout]
BACKUP WITHHOLDING
By law, the Fund must withhold 31% of your taxable distributions and redemption
proceeds if you do not provide your correct social security or taxpayer
identification number and certify that you are not subject to backup
withholding, or if the IRS instructs the Fund to do so.
[End callout]
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.
When you sell your shares of the Fund, you may have a capital gain or loss. For
tax purposes, an exchange of your Fund shares for shares of a different Franklin
Templeton fund is the same as a sale.
Fund distributions and gain from the sale or exchange of your shares generally
will be subject to state and local taxes. Non-U.S. investors may be subject to
U.S. withholding and estate tax. You should consult your tax advisor about the
federal, state, local or foreign tax consequences of your investment in the
Fund.
[Insert graphic of a dollar bill] FINANCIAL HIGHLIGHTS
--------------------
This table presents the Fund's financial performance since its inception. This
information has been audited by PricewaterhouseCoopers LLP.
PERIOD
ENDED
APRIL 30,
2000/1
------------------------------------------------------------------
PER SHARE DATA ($)
Net asset value,
beginning of period 10.40
------------
Net investment income/2 .34
Net realized and unrealized gains 6.76
------------
Total from investment operations 7.10
------------
Less distributions from:
Net investment income (.25)
Net realized gains (.13)
------------
Total distributions (.38)
------------
Net asset value, end of period 17.12
------------
Total return (%)/3 68.55
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
($ x 1,000) 1,712
Ratios to average net
assets: (%)
Expenses --
Expenses excluding waiver and payments by
affiliate 4.63/4
Net investment income 2.86/4
Portfolio turnover rate (%) 223.51
1. For the period May 28, 1999 (effective date) to April 30, 2000.
2. Based on average shares outstanding.
3. Total return does not include sales charges, and is not annualized.
4. Annualized.
YOUR ACCOUNT
[Insert graphic of percentage sign] SALES CHARGES
-------------
THE SALES CHARGE
MAKES UP THIS % OF WHICH EQUALS THIS % OF
WHEN YOU INVEST THIS AMOUNT THE OFFERING PRICE YOUR NET INVESTMENT
-------------------------------------------------------------------------------
Under $50,000 5.75 6.10
$50,000 but under $100,000 4.50 4.71
$100,000 but under $250,000 3.50 3.63
$250,000 but under $500,000 2.50 2.56
$500,000 but under $1 million 2.00 2.04
INVESTMENTS OF $1 MILLION OR MORE If you invest $1 million or more, either as a
lump sum or through our cumulative quantity discount or letter of intent
programs (see page 15), you can buy shares without an initial sales charge.
However, there is a 1% contingent deferred sales charge (CDSC) on any shares you
sell within 12 months of purchase.
The CDSC is based on the current value of the shares being sold or their net
asset value when purchased, whichever is less. There is no CDSC on shares you
acquire by reinvesting your dividends or capital gains distributions.
[Begin callout]
The HOLDING PERIOD FOR THE CDSC begins on the day you buy your shares. Your
shares will age one month on that same date the next month and each following
month.
For example, if you buy shares on the 18th of the month, they will age one month
on the 18th day of the next month and each following month.
[End callout]
To keep your CDSC as low as possible, each time you place a request to sell
shares we will first sell any shares in your account that are not subject to a
CDSC. If there are not enough of these to meet your request, we will sell the
shares in the order they were purchased. We will use this same method if you
exchange your shares into another Franklin Templeton fund (please see page 21
for exchange information).
DISTRIBUTION AND SERVICE (12B-1) FEES The Fund has a distribution plan,
sometimes known as a Rule 12b-1 plan, that allows the Fund to pay distribution
fees of up to 0.35% per year to those who sell and distribute the Fund's shares
and provide other services to shareholders. Because these fees are paid out of
the Fund's assets on an on-going basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges.
SALES CHARGE REDUCTIONS AND WAIVERS
If you qualify for any of the sales charge reductions or waivers below, please
let us know at the time you make your investment to help ensure you receive the
lower sales charge.
QUANTITY DISCOUNTS We offer several ways for you to combine your purchases in
Franklin Templeton funds to take advantage of the lower sales charges for large
purchases of Fund shares.
[Begin callout]
FRANKLIN TEMPLETON FUNDS include all of the U.S. registered mutual funds of
Franklin Templeton Investments, except Franklin Templeton Variable Insurance
Products Trust and Templeton Capital Accumulator Fund, Inc.
[End callout]
o CUMULATIVE QUANTITY DISCOUNT - lets you combine all of your shares in
Franklin Templeton funds for purposes of calculating the sales charge. You
also may combine the shares of your spouse, and your children or
grandchildren, if they are under the age of 21. Certain company and
retirement plan accounts also may be included.
o LETTER OF INTENT (LOI) - expresses your intent to buy a stated dollar amount
of shares over a 13-month period and lets you receive the same sales charge
as if all shares had been purchased at one time. We will reserve a portion of
your shares to cover any additional sales charge that may apply if you do not
buy the amount stated in your LOI.
TO SIGN UP FOR THESE PROGRAMS, COMPLETE THE
APPROPRIATE SECTION OF YOUR ACCOUNT APPLICATION.
REINSTATEMENT PRIVILEGE If you sell shares of a Franklin Templeton fund, you may
reinvest some or all of the proceeds within 365 days without an initial sales
charge. The proceeds must be reinvested within the same share class, except
proceeds from the sale of Class B shares will be reinvested in Class A shares.
Certain Franklin Templeton funds offer multiple share classes not offered by
this Fund. For purposes of this privilege, the Fund's shares are considered
Class A shares.
If you paid a CDSC when you sold your Class A shares, we will credit your
account with the amount of the CDSC paid but a new CDSC will apply. For Class B
shares reinvested in Class A, a new CDSC will not apply, although your account
will not be credited with the amount of any CDSC paid when you sold your Class B
shares.
Proceeds immediately placed in a Franklin Bank Certificate of Deposit (CD) also
may be reinvested without an initial sales charge if you reinvest them within
365 days from the date the CD matures, including any rollover.
This privilege does not apply to shares you buy and sell under our exchange
program. Shares purchased with the proceeds from a money fund may be subject to
a sales charge.
SALES CHARGE WAIVERS Fund shares may be purchased without an initial sales
charge or CDSC by various individuals, institutions and retirement plans or by
investors who reinvest certain distributions and proceeds within 365 days. The
CDSC also may be waived for certain redemptions and distributions. If you would
like information about available sales charge waivers, call your investment
representative or call Shareholder Services at 1-800/632-2301. For information
about retirement plans, you may call Retirement Services at 1-800/527-2020. A
list of available sales charge waivers also may be found in the Statement of
Additional Information (SAI).
GROUP INVESTMENT PROGRAM Allows established groups of 11 or more investors to
invest as a group. For sales charge purposes, the group's investments are added
together. There are certain other requirements and the group must have a purpose
other than buying Fund shares at a discount.
[Insert graphic of a paper with lines
and someone writing] BUYING SHARES
-------------
MINIMUM INVESTMENTS
----------------------------------------------------------------------------
INITIAL ADDITIONAL
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Regular accounts $1,000 $50
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Automatic investment plans $50 ($25 for $50 ($25
an Education for an
IRA) Education
IRA)
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UGMA/UTMA accounts $100 $50
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Retirement accounts no minimum no minimum
(other than IRAs, IRA rollovers, Education
IRAs or Roth IRAs)
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IRAs, IRA rollovers, Education IRAs or Roth
IRAs $250 $50
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Broker-dealer sponsored wrap account programs
$250 $50
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Full-time employees, officers, trustees and
directors of Franklin Templeton entities, and
their immediate family members $100 $50
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PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND ELIGIBLE
FOR SALE IN YOUR STATE OR JURISDICTION.
Certain Franklin Templeton funds offer multiple share classes not offered by
this Fund. Please note that for selling or exchanging your shares, or for other
purposes, the Fund's shares are considered Class A shares.
ACCOUNT APPLICATION If you are opening a new account, please complete and sign
the enclosed account application. To save time, you can sign up now for services
you may want on your account by completing the appropriate sections of the
application (see "Investor Services" on page 20). For example, if you would like
to link one of your bank accounts to your Fund account so that you may use
electronic fund transfers to and from your bank account to buy and sell shares,
please complete the bank information section of the application. We will keep
your bank information on file for future purchases and redemptions.
BUYING SHARES
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OPENING AN ACCOUNT ADDING TO AN ACCOUNT
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[Insert graphic of
hands shaking]
Contact your investment Contact your investment
THROUGH YOUR representative representative
INVESTMENT
REPRESENTATIVE
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If you have another Franklin Before requesting a
[Insert graphic of Templeton fund account with telephone purchase, please
phone] your bank account make sure we have your bank
information on file, you may account information on file.
BY PHONE open a new account by phone. If we do not have this
information, you will need
(Up to $100,000 per To make a same day to send written instructions
day) investment, please call us with your bank's name and
by 1:00 p.m. Pacific time or address, a voided check or
1-800/632-2301 the close of the New York savings account deposit
Stock Exchange, whichever is slip, and a signature
earlier. guarantee if the bank and
Fund accounts do not have at
least one common owner.
To make a same day
investment, please call us
by 1:00 p.m. Pacific time or
the close of the New York
Stock Exchange, whichever is
earlier.
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Make your check payable to Make your check payable to
[Insert graphic of Franklin U.S. Long-Short Franklin U.S. Long-Short
envelope] Fund. Fund. Include your account
number on the check.
BY MAIL Mail the check and your
signed application to Fill out the deposit slip
Investor Services. from your account
statement. If you do not
have a slip, include a note
with your name, the Fund
name, and your account
number.
Mail the check and deposit
slip or note to Investor
Services.
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[Insert graphic of Call to receive a wire Call to receive a wire
three lightning control number and wire control number and wire
bolts] instructions. instructions.
Wire the funds and mail your To make a same day wire
signed application to investment, please call us
BY WIRE Investor Services. Please by 1:00 p.m. Pacific time
include the wire control and make sure your wire
1-800/632-2301 number or your new account arrives by 3:00 p.m.
(or 1-650/312-2000 number on the application.
collect)
To make a same day wire
investment, please call us
by 1:00 p.m. Pacific time
and make sure your wire
arrives by 3:00 p.m.
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[Insert graphic of Call Shareholder Services at Call Shareholder Services at
two arrows pointing the number below, or send the number below or our
in opposite signed written automated TeleFACTS system,
directions] instructions. The TeleFACTS or send signed written
system cannot be used to instructions.
BY EXCHANGE open a new account.
(Please see page 21 for (Please see page 21 for
TeleFACTS(R) information on exchanges.) information on exchanges.)
1-800/247-1753
(around-the-clock
access)
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FRANKLIN TEMPLETON INVESTOR SERVICES P.O. BOX 997151,
SACRAMENTO, CA 95899-9983
CALL TOLL-FREE: 1-800/632-2301
(MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME
SATURDAY 6:30 A.M. TO 2:30 P.M., PACIFIC TIME)
[Insert graphic of person with a headset] INVESTOR SERVICES
-----------------
AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
the Fund by automatically transferring money from your checking or savings
account each month to buy shares. To sign up, complete the appropriate section
of your account application and mail it to Investor Services. If you are opening
a new account, please include the minimum initial investment of $50 ($25 for an
Education IRA) with your application.
AUTOMATIC PAYROLL DEDUCTION You may invest in the Fund automatically by
transferring money from your paycheck to the Fund by electronic funds transfer.
If you are interested, indicate on your application that you would like to
receive an Automatic Payroll Deduction Program kit.
DISTRIBUTION OPTIONS You may reinvest distributions you receive from the Fund in
an existing account in the same share class of the Fund or another Franklin
Templeton fund. Initial sales charges and CDSCs will not apply if you reinvest
your distributions within 365 days. You can also have your distributions
deposited in a bank account, or mailed by check. Deposits to a bank account may
be made by electronic funds transfer.
[Begin callout]
For Franklin Templeton Bank & Trust retirement plans, special forms may be
needed to receive distributions in cash. Please call 1-800/527-2020 for
information.
[End callout]
Please indicate on your application the distribution option you have chosen,
otherwise we will reinvest your distributions in the Fund.
RETIREMENT PLANS Franklin Templeton Investments offers a variety of retirement
plans for individuals and businesses. These plans require separate applications
and their policies and procedures may be different than those described in this
prospectus. For more information, including a free retirement plan brochure or
application, please call Retirement Services at 1-800/527-2020.
TELEFACTS(R) Our TeleFACTS system offers around-the-clock access to information
about your account or any Franklin Templeton fund. This service is available
from touch-tone phones at 1-800/247-1753. For a free TeleFACTS brochure, call
1-800/DIAL BEN.
TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to buy,
sell or exchange your shares and make certain other changes to your account by
phone.
For accounts with more than one registered owner, telephone privileges also
allow the Fund to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For all
other transactions and changes, all registered owners must sign the
instructions. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more signatures
into an identically registered money fund account requiring only one signature
for all transactions. This type of telephone exchange is available as long as
you have telephone exchange privileges on your account.
As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone purchase, exchange or redemption privileges on your
account application.
EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton funds
within the same class*, generally without paying any additional sales charges.
If you exchange shares held for less than six months, however, you may be
charged the difference between the initial sales charge of the two funds if the
difference is more than 0.25%. If you exchange shares from a money fund, a sales
charge may apply no matter how long you have held the shares.
[Begin callout]
An EXCHANGE is really two transactions: a sale of one fund and the purchase of
another. In general, the same policies that apply to purchases and sales apply
to exchanges, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]
Generally exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee. Any CDSC will
continue to be calculated from the date of your initial investment and will not
be charged at the time of the exchange. The purchase price for determining a
CDSC on exchanged shares will be the price you paid for the original shares. If
you exchange shares subject to a CDSC into a Class A money fund, the time your
shares are held in the money fund will not count towards the CDSC holding
period.
Because excessive trading can hurt Fund performance, operations and
shareholders, the Fund, effective November 1, 2000, reserves the right to revise
or terminate the exchange privilege, limit the amount or number of exchanges,
reject any exchange, or restrict or refuse purchases if (i) the Fund or its
manager believes 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 (please see "Market Timers" on page 26).
*Class Z shareholders of Franklin Mutual Series Fund Inc. may exchange into the
Fund without any sales charge. Advisor Class shareholders of another Franklin
Templeton fund also may exchange into the Fund without any sales charge.Advisor
Class shareholders who exchange their shares for shares of the Fund and later
decide they would like to exchange into another fund that offers Advisor Class
may do so.
SYSTEMATIC WITHDRAWAL PLAN This plan allows you to automatically sell your
shares and receive regular payments from your account. A CDSC may apply to
withdrawals that exceed certain amounts. Certain terms and minimums apply. To
sign up, complete the appropriate section of your application.
[Insert graphic of a certificate] SELLING SHARES
--------------
You can sell your shares at any time.
SELLING SHARES IN WRITING Generally, requests to sell $100,000 or less can be
made over the phone or with a simple letter. Sometimes, however, to protect you
and the Fund we will need written instructions signed by all registered owners,
with a signature guarantee for each owner, if:
[Begin callout]
A SIGNATURE GUARANTEE helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.
A notary public CANNOT provide a signature guarantee.
[End callout]
o you are selling more than $100,000 worth of shares
o you want your proceeds paid to someone who is not a registered owner
o you want to send your proceeds somewhere other than the address of
record, or preauthorized bank or brokerage firm account
We also may require a signature guarantee on instructions we receive from an
agent, not the registered owners, or when we believe it would protect the Fund
against potential claims based on the instructions received.
SELLING RECENTLY PURCHASED SHARES If you sell shares recently purchased with a
check or draft, we may delay sending you the proceeds until your check or draft
has cleared, which may take seven business days or more. A certified or
cashier's check may clear in less time.
REDEMPTION PROCEEDS Your redemption check will be sent within seven days after
we receive your request in proper form. We are not able to receive or pay out
cash in the form of currency. Redemption proceeds may be delayed if we have not
yet received your signed account application.
RETIREMENT PLANS You may need to complete additional forms to sell shares in a
Franklin Templeton Bank & Trust retirement plan. For participants under age
591/2, tax penalties may apply. Call Retirement Services at 1-800/527-2020 for
details.
SELLING SHARES
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TO SELL SOME OR ALL OF YOUR SHARES
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[Insert graphic of
hands shaking]
Contact your investment representative
THROUGH YOUR INVESTMENT
REPRESENTATIVE
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[Insert graphic of Send written instructions and endorsed share
envelope] certificates (if you hold share certificates)
to Investor Services. Corporate, partnership
BY MAIL or trust accounts may need to send additional
documents.
Specify the Fund, the account number and the dollar
value or number of shares you wish to sell. Be sure to
include all necessary signatures and any additional
documents, as well as signature guarantees if required.
A check will be mailed to the name(s) and address on
the account, or otherwise according to your written
instructions.
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[Insert graphic of As long as your transaction is for $100,000 or
phone] less, you do not hold share certificates and
you have not changed your address by phone
BY PHONE within the last 15 days, you can sell your shares
by phone.
1-800/632-2301
A check will be mailed to the name(s) and address on
the account. Written instructions, with a signature
guarantee, are required to send the check to another
address or to make it payable to another person.
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[Insert graphic of You can call or write to have redemption
three lightning bolts] proceeds sent to a bank account. See the
policies above for selling shares by mail or
phone.
Before requesting to have redemption proceeds
BY ELECTRONIC FUNDS sent to a bank account, please make sure we
TRANSFER (ACH) have your bank account information on file. If
we do not have this information, you will need to send
written instructions with your bank's name and address,
a voided check or savings account deposit slip, and a
signature guarantee if the bank and Fund accounts do
not have at least one common owner.
If we receive your request in proper form by 1:00 p.m.
Pacific time, proceeds sent by ACH generally will be
available within two to three business days.
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[Insert graphic of two Obtain a current prospectus for the fund you
arrows pointing in are considering.
opposite directions]
Call Shareholder Services at the number below
BY EXCHANGE or our automated TeleFACTS system, or send
signed written instructions. See the policies
TeleFACTS(R) above for selling shares by mail or phone.
1-800/247-1753
(around-the-clock If you hold share certificates, you will need
access) to return them to the Fund before your
exchange can be processed.
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FRANKLIN TEMPLETON INVESTOR SERVICES P.O. BOX 997151,
SACRAMENTO, CA 95899-9983
CALL TOLL-FREE: 1-800/632-2301
(MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME
SATURDAY 6:30 A.M. TO 2:30 P.M., PACIFIC TIME)
[Insert graphic of paper and pen] ACCOUNT POLICIES
----------------
CALCULATING SHARE PRICE The Fund calculates the net asset value per share (NAV)
each business day at the close of trading on the New York Stock Exchange
(normally 1:00 p.m. Pacific time). The Fund's NAV is calculated by dividing its
net assets by the number of its shares outstanding.
[Begin callout]
When you buy shares, you pay the offering price. The offering price is the NAV
plus any applicable sales charge.
When you sell shares, you receive the NAV minus any applicable contingent
deferred sales charge (CDSC).
[End callout]
The Fund's assets are generally valued at their market value. If market prices
are unavailable, or if an event occurs after the close of the trading market
that materially affects the values, assets may be valued at their fair value. If
the Fund holds securities listed primarily on a foreign exchange that trades on
days when the Fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.
Requests to buy and sell shares are processed at the NAV next calculated after
we receive your request in proper form.
ACCOUNTS WITH LOW BALANCES If the value of your account falls below $250 ($50
for employee and UGMA/UTMA accounts) because you sell some of your shares, we
may mail you a notice asking you to bring the account back up to its applicable
minimum investment amount. If you choose not to do so within 30 days, we may
close your account and mail the proceeds to the address of record. You will not
be charged a CDSC if your account is closed for this reason.
STATEMENTS AND REPORTS You will receive quarterly account statements that show
all your account transactions during the quarter. You also will receive written
notification after each transaction affecting your account (except for
distributions and transactions made through automatic investment or withdrawal
programs, which will be reported on your quarterly statement). You also will
receive the Fund's financial reports every six months. To reduce Fund expenses,
we try to identify related shareholders in a household and send only one copy of
the financial reports. If you need additional copies, please call 1-800/DIAL
BEN.
If there is a dealer or other investment representative of record on your
account, he or she also will receive copies of all notifications and statements
and other information about your account directly from the Fund.
STREET OR NOMINEE ACCOUNTS You may transfer your shares from the street or
nominee name account of one dealer to another, as long as both dealers have an
agreement with Franklin Templeton Distributors, Inc. We will process the
transfer after we receive authorization in proper form from your delivering
securities dealer.
JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.
MARKET TIMERS The Fund may restrict or refuse purchases or exchanges by Market
Timers. You may be considered a Market Timer if you have (i) requested an
exchange out of any of the Franklin Templeton funds within two weeks of an
earlier exchange request out of any fund, or (ii) exchanged shares out of any of
the Franklin Templeton funds more than twice within a rolling 90 day period, or
(iii) otherwise seem to follow a market timing pattern that may adversely affect
the Fund. Accounts under common ownership or control with an account that is
covered by (i), (ii), or (iii) are also subject to these limits.
Anyone, including the shareholder or the shareholder's agent, who is considered
to be a Market Timer by the Fund, its manager or shareholder services agent,
will be issued a written notice of their status and the Fund's policies.
Identified Market Timers will be required to register with the market timing
desk of Franklin Templeton Investor Services, Inc., and to place all purchase
and exchange trade requests through the desk. Some funds do not allow
investments by Market Timers.
ADDITIONAL POLICIES Please note that the Fund maintains additional policies and
reserves certain rights, including:
o The Fund may restrict or refuse any order to buy shares, including any
purchase under the exchange privilege.
o At any time, the Fund may change its investment minimums or waive or lower
its minimums for certain purchases.
o The Fund may modify or discontinue the exchange privilege on 60 days' notice.
o In unusual circumstances, we may temporarily suspend redemptions, or postpone
the payment of proceeds, as allowed by federal securities laws.
o For redemptions over a certain amount, the Fund reserves the right, in the
case of an emergency, to make payments in securities or other assets of the
Fund, if the payment of cash proceeds by check, wire or electronic funds
transfer would be harmful to existing shareholders.
o To permit investors to obtain the current price, dealers are responsible for
transmitting all orders to the Fund promptly.
DEALER COMPENSATION Qualifying dealers who sell Fund shares may receive sales
commissions and other payments. These are paid by Franklin Templeton
Distributors, Inc. (Distributors) from sales charges, distribution and service
(12b-1) fees and its other resources.
COMMISSION (%) ---
Investment under $50,000 5.00
$50,000 but under $100,000 3.75
$100,000 but under $250,000 2.80
$250,000 but under $500,000 2.00
$500,000 but under $1 million 1.60
$1 million or more up to 1.00/1
12B-1 FEE TO DEALER 0.25/2
A dealer commission of up to 1% may be paid on NAV purchases by certain
retirement plans/1 and up to 0.25% on NAV purchases by certain trust companies
and bank trust departments, eligible governmental authorities, and
broker-dealers or others on behalf of clients participating in comprehensive fee
programs.
MARKET TIMERS. Please note that for NAV purchases by market timers, including
purchases of $1 million or more, dealers are not eligible to receive the dealer
commission. Dealers, however, may be eligible to receive the 12b-1 fee from the
date of purchase.
1. During the first year after purchase, dealers may not be eligible to
receive the 12b-1 fee.
2. The Fund may pay up to 0.35% to Distributors or others, out of which 0.10%
generally will be retained by Distributors for its distribution expenses.
[Insert graphic of question mark] QUESTIONS
---------
If you have any questions about the Fund or your account, you can write to us at
P.O. Box 997151, Sacramento, CA 95899-9983. You also can call us at one of the
following numbers. For your protection and to help ensure we provide you with
quality service, all calls may be monitored or recorded.
HOURS (PACIFIC TIME,
DEPARTMENT NAME TELEPHONE NUMBER MONDAY THROUGH FRIDAY)
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Shareholder Services 1-800/632-2301 5:30 a.m. to 5:00 p.m.
6:30 a.m. to 2:30 p.m.
(Saturday)
Fund Information 1-800/DIAL BEN 5:30 a.m. to 5:00 p.m.
(1-800/342-5236) 6:30 a.m. to 2:30 p.m.
(Saturday)
Retirement Services 1-800/527-2020 5:30 a.m. to 5:00 p.m.
Advisor Services 1-800/524-4040 5:30 a.m. to 5:00 p.m.
Institutional Services 1-800/321-8563 6:00 a.m. to 5:00 p.m.
TDD (hearing impaired) 1-800/851-0637 5:30 a.m. to 5:00 p.m.
FOR MORE INFORMATION
You can learn more about the Fund in the following document:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Contains more information about the Fund, its investments and policies. It is
incorporated by reference (is legally a part of this prospectus).
For a free copy of the SAI, please contact your investment representative or
call us at the number below.
FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R) (1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
franklintempleton.com
You also can obtain information about the Fund by visiting the SEC's Public
Reference Room in Washington, D.C. (phone 1-202/942-8090) or the EDGAR Database
on the SEC's Internet site at http://www.sec.gov. You can obtain copies of this
information, after paying a duplicating fee, by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102 or by electronic request at the
following E-mail address: [email protected].
Investment Company Act file #811-6243 404p 09/00
FRANKLIN
STRATEGIC SERIES
FRANKLIN BIOTECHNOLOGY DISCOVERY FUND - CLASS A
FRANKLIN TECHNOLOGY FUND - CLASS A, B & C
FRANKLIN GLOBAL HEALTH CARE FUND - CLASS A, B & C
FRANKLIN GLOBAL COMMUNICATIONS FUND - CLASS A, B & C
FRANKLIN NATURAL RESOURCES FUND - CLASS A
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 1, 2000
[INSERT FRANKLIN TEMPLETON BEN HEAD]
P.O. BOX 997151, SACRAMENTO, CA 95899-9983
1-800/DIAL BEN(R)
This Statement of Additional Information (SAI) is not a prospectus. It
contains information in addition to the information in the Funds' prospectus.
The Funds' prospectus, dated September 1, 2000, which we may amend from time
to time, contains the basic information you should know before investing in
the Funds. You should read this SAI together with the Funds' prospectus.
The audited financial statements and auditor's report in the Trust's Annual
Report to Shareholders, for the fiscal year ended April 30, 2000, are
incorporated by reference (are legally a part of this SAI).
For a free copy of the current prospectus or annual report, contact your
investment representative or call 1-800/DIAL BEN (1-800/342-5236).
CONTENTS
Goals, Strategies and Risks ................... 2
Officers and Trustees ......................... 24
Management and Other Services ................. 27
Portfolio Transactions ........................ 29
Distributions and Taxes ....................... 30
Organization, Voting Rights and
Principal Holders ............................ 32
Buying and Selling Shares ..................... 33
Pricing Shares ................................ 39
The Underwriter ............................... 40
Performance ................................... 42
Miscellaneous Information ..................... 44
Description of Ratings ........................ 45
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MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
o ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
o ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK;
o ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
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FSS2 SAI 09/00
GOALS, STRATEGIES AND RISKS
Generally, the policies and restrictions discussed in this SAI and in the
prospectus apply when a Fund makes an investment. In most cases, the Fund is
not required to sell a security because circumstances change and the security
no longer meets one or more of the Fund's policies or restrictions. If a
percentage restriction or limitation is met at the time of investment, a
later increase or decrease in the percentage due to a change in the value or
liquidity of portfolio securities will not be considered a violation of the
restriction or limitation.
If a bankruptcy or other extraordinary event occurs concerning a particular
security a Fund owns, the Fund may receive stock, real estate, or other
investments that the Fund would not, or could not, buy. If this happens, the
Fund intends to sell such investments as soon as practicable while trying to
maximize the return to shareholders.
Each Fund has adopted certain investment restrictions as fundamental and
non-fundamental policies. A fundamental policy may only be changed if the
change is approved by (i) more than 50% of a Fund's outstanding shares or
(ii) 67% or more of a Fund's shares present at a shareholder meeting if more
than 50% of a Fund's outstanding shares are represented at the meeting in
person or by proxy, whichever is less. A non-fundamental policy may be
changed by the Board of Trustees without the approval of shareholders.
FRANKLIN BIOTECHNOLOGY DISCOVERY FUND
(BIOTECHNOLOGY FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's investment goal is to seek capital appreciation.
The Fund may not:
1. Make loans to other persons, except by the purchase of bonds, debentures
or similar obligations which are publicly distributed or of a character
usually acquired by institutional investors or through loans of the Fund's
portfolio securities, or to the extent the entry into a repurchase agreement
may be deemed a loan.
2. Borrow money, except in the form of reverse repurchase agreements or from
banks in order to meet redemption requests that might otherwise require the
untimely disposition of portfolio securities or for other temporary or
emergency (but not investment) purposes, in an amount up to 10% of the value
of the Fund's total assets (including the amount borrowed) based on the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made, and except to facilitate
portfolio transactions in which the Fund is permitted to engage to the extent
such transactions may be deemed to constitute borrowing under this
restriction. While borrowings exceed 5% of the Fund's total assets, the Fund
will not make any additional investments.
3. Underwrite securities of other issuers or invest more than 15% of its
assets in illiquid securities.
4. Invest in securities for the purpose of exercising management or control
of the issuer.
5. Invest in the securities of other investment companies, except in
accordance with the federal securities laws. To the extent permitted by
exemptions granted under the Investment Company Act of 1940, as amended (1940
Act), the Fund may invest in shares of one or more money market funds managed
by Franklin Advisers, Inc. (Advisers) or its affiliates.
6. Concentrate its investments in any industry except that the Fund will
invest at least 25% of its total assets in equity securities of biotechnology
companies.
NON-FUNDAMENTAL INVESTMENT POLICIES
The Fund may not:
1. Pledge, mortgage or hypothecate the Fund's assets as security for loans,
nor to engage in joint or joint and several trading accounts in securities,
except that it may: (i) participate in joint repurchase arrangements; (ii)
invest in shares of one or more money market funds managed by Advisers or its
affiliates, to the extent permitted by exemptions granted under the 1940 Act;
or (iii) combine orders to buy or sell with orders from other persons to
obtain lower brokerage commissions.
FRANKLIN TECHNOLOGY FUND (TECHNOLOGY FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's principal investment goal is capital appreciation.
The Fund may not:
1. Borrow money, except that the Fund may borrow money from banks or
affiliated investment companies to the extent permitted (a) by the 1940 Act,
or (b) any exemptions therefrom which may be granted by the SEC, or (c) for
temporary or emergency purposes and then in an amount not exceeding 331/3% of
the value of the Fund's total assets (including the amount borrowed).
2. Act as an underwriter except to the extent the Fund may be deemed to be an
underwriter when disposing of securities it owns or when selling its own
shares.
3. Make loans to other persons except (a) through the lending of its
portfolio securities, (b) through the purchase of debt securities, loan
participations and/or engaging in direct corporate loans in accordance with
its investment goal and policies, and (c) to the extent the entry into a
repurchase agreement is deemed to be a loan. The Fund may also make loans to
affiliated investment companies to the extent permitted by the 1940 Act or
any exemptions therefrom which may be granted by the SEC.
4. Purchase or sell real estate and commodities, except that the Fund may
purchase or sell securities of real estate investment trusts, may purchase or
sell currencies, may enter into forward contracts and futures contracts on
securities, currencies, and other indices or any other financial instruments,
and may purchase and sell options on such futures contracts.
5. Issue securities senior to the Fund's presently authorized shares of
beneficial interest, except that this restriction shall not be deemed to
prohibit the Fund from (a) making any permitted borrowings, loans, mortgages
or pledges, (b) entering into options, futures contracts, forward contracts,
repurchase transactions or reverse repurchase transactions, or (c) making
short sales of securities to the extent permitted by the 1940 Act and any
rule or order thereunder, or SEC staff interpretations thereof.
FRANKLIN GLOBAL HEALTH CARE FUND (HEALTH CARE FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's investment goal is to seek capital appreciation.
The Fund may not:
1. Make loans to other persons, except by the purchase of bonds, debentures
or similar obligations which are publicly distributed or of a character
usually acquired by institutional investors or through loans of the Fund's
portfolio securities, or to the extent the entry into a repurchase agreement
may be deemed a loan.
2. Borrow money (does not preclude the Fund from obtaining such short-term
credit as may be necessary for the clearance of purchases and sales of its
portfolio securities), except in the form of reverse repurchase agreements or
from banks in order to meet redemption requests that might otherwise require
the untimely disposition of portfolio securities or for other temporary or
emergency (but not investment) purposes, in an amount up to 10% of the value
of the Fund's total assets (including the amount borrowed) based on the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the Fund's total assets, the Fund will not make any additional investments.
3. Underwrite securities of other issuers or invest more than 10% of its
assets in securities with legal or contractual restrictions on resale
(although the Fund may invest in such securities to the extent permitted
under the federal securities laws, for example, transactions between the Fund
and Qualified Institutional Buyers subject to Rule 144A under the Securities
Act of 1933) or which are not readily marketable, or which have a record of
less than three years continuous operation, including the operations of any
predecessor companies, if more than 10% of the Fund's total assets would be
invested in such companies.
4. Invest in securities for the purpose of exercising management or control
of the issuer.
5. Maintain a margin account with a securities dealer or invest in
commodities and commodity contracts (except that the Fund may engage in
financial futures, including stock index futures, and options on stock index
futures) or lease or acquire any interests, including interests issued by
limited partnerships (other than publicly traded equity securities) in oil,
gas, or other mineral exploration or development programs, or invest in
excess of 5% of its total assets in options unrelated to the Fund's
transactions in futures, including puts, calls, straddles, spreads, or any
combination thereof.
6. Effect short sales, unless at the time the Fund owns securities equivalent
in kind and amount to those sold (which will normally be for deferring
recognition of gains or losses for tax purposes). The Fund does not currently
intend to employ this investment technique.
7. Invest directly in real estate, real estate limited partnerships or
illiquid securities issued by real estate investment trusts (the Fund may,
however, invest in marketable securities issued by real estate investment
trusts).
8. Invest in the securities of other investment companies, except where there
is no commission other than the customary brokerage commission or sales
charge, or except that securities of another investment company may be
acquired pursuant to a plan of reorganization, merger, consolidation or
acquisition, and except where the Fund would not own, immediately after the
acquisition, securities of the investment companies which exceed in the
aggregate i) more than 3% of the issuer's outstanding voting stock, ii) more
than 5% of the Fund's total assets and iii) together with the securities of
all other investment companies held by the Fund, exceed, in the aggregate,
more than 10% of the Fund's total assets. The Fund may invest in shares of
one or more money market funds managed by Advisers or its affiliates
consistent with the terms of the exemptive order issued by the SEC.
9. Purchase from or sell to its officers and trustees, or any firm of which
any officer or trustee is a member, as principal, any securities, but may
deal with such persons or firms as brokers and pay a customary brokerage
commission; or purchase or retain securities of any issuer, if to the
knowledge of the trust, one or more of the officers or trustees of the trust,
or its investment adviser, own beneficially more than one-half of 1% of the
securities of such issuer and all such officers and trustees together own
beneficially more than 5% of such securities.
10. Concentrate in any industry except that the Fund will invest at least 25%
of total assets in the group of health care industries consisting of
pharmaceuticals, biotechnology, health care services, medical supplies and
medical technology.
NON-FUNDAMENTAL INVESTMENT POLICIES
The Fund may not:
1. Pledge, mortgage or hypothecate the Fund's assets as security for loans,
nor to engage in joint or joint and several trading accounts in securities,
except that it may: (i) participate in joint repurchase arrangements; (ii)
invest in shares of one or more money market funds managed by Advisers or its
affiliates, to the extent permitted by exemptions granted under the 1940 Act;
or (iii) combine orders to buy or sell with orders from other persons to
obtain lower brokerage commissions.
2. Invest in excess of 5% of its net assets, valued at the lower of cost or
market, in warrants, nor more than 2% of its net assets in warrants not
listed on either the New York Stock Exchange or the American Stock Exchange.
3. Buy the securities of any issuer if, as to 75% of the assets of the Fund
at the time of the purchase, more than 10% of the voting securities of any
issuer would be held by the Fund, except that this restriction does not apply
to cash, cash items (including receivables), government securities, and the
securities of other investment companies.
It is also the policy of Health Care Fund that it may, consistent with its
objective, invest a portion of its assets, as permitted by the 1940 Act and
the rules adopted thereunder, in securities or other obligations issued by
companies engaged in securities related businesses, including companies that
are securities brokers, dealers, underwriters or investment advisers.
FRANKLIN GLOBAL COMMUNICATIONS FUND
(COMMUNICATIONS FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's investment goal is to seek to provide total return, without
incurring undue risk. Total return consists of both capital appreciation and
current dividend and interest income.
The Fund may not:
1. Make loans to other persons, except by the purchase of bonds, debentures
or similar obligations which are publicly distributed or of a character
usually acquired by institutional investors, or through loans of the Fund's
portfolio securities, or to the extent the entry into a repurchase agreement
may be deemed a loan;
2. Borrow money or mortgage or pledge any of its assets, except in the form
of reverse repurchase agreements or from banks for temporary or emergency
purposes in an amount up to 33% of the value of the Fund's total assets
(including the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Fund's total assets, the Fund will
not make any additional investments;
3. Underwrite securities of other issuers (does not preclude the Fund from
obtaining such short-term credit as may be necessary for the clearance of
purchases and sales of its portfolio securities) or invest more than 5% of
its assets in securities with legal or contractual restrictions on resale
(although the Fund may invest in such securities to the extent permitted
under the federal securities laws) or which are not readily marketable, if
more than 15% of the Fund's total assets would be invested in such companies;
4. Invest in securities for the purpose of exercising management or control
of the issuer;
5. Maintain a margin account with a securities dealer or invest in
commodities and commodity contracts (except that the Fund may engage in
financial futures, including stock index futures, and options on stock index
futures) or lease or acquire any interests, including interests issued by
limited partnerships (other than publicly traded equity securities), in oil,
gas, or other mineral exploration or development programs, or invest in
excess of 5% of its total assets in options unrelated to the Fund's
transactions in futures, including puts, calls, straddles, spreads, or any
combination thereof;
6. Effect short sales, unless at the time the Fund owns securities equivalent
in kind and amount to those sold (which will normally be for deferring
recognition of gains or losses for tax purposes). The Fund does not currently
intend to employ this investment technique;
7. Invest directly in real estate, real estate limited partnerships or
illiquid securities issued by real estate investment trusts (the Fund may,
however, invest in marketable securities issued by real estate investment
trusts);
8. Invest in the securities of other investment companies, except where there
is no commission other than the customary brokerage commission or sales
charge, or except that securities of another investment company may be
acquired pursuant to a plan of reorganization, merger, consolidation or
acquisition, and except where the Fund would not own, immediately after the
acquisition, securities of the investment companies which exceed in the
aggregate i) more than 3% of the issuer's outstanding voting stock, ii) more
than 5% of the Fund's total assets and iii) together with the securities of
all other investment companies held by the Fund, exceed, in the aggregate,
more than 10% of the Fund's total assets. Pursuant to available exemptions
from the 1940 Act, the Fund may invest in shares of one or more money market
funds managed by Advisers or its affiliates;
9. Purchase from or sell to its officers and trustees, or any firm of which
any officer or trustee is a member, as principal, any securities, but may
deal with such persons or firms as brokers and pay a customary brokerage
commission; or purchase or retain securities of any issuer if, to the
knowledge of the trust, one or more of the officers or trustees of the trust,
or its investment adviser, own beneficially more than one-half of 1% of the
securities of such issuer and all such officers and trustees together own
beneficially more than 5% of such securities;
10. Concentrate in any industry, except that the Fund will invest at least
25% of total assets in the equity and debt securities issued by domestic and
foreign companies in the utilities industries; and
11. Invest more than 10% of its assets in securities of companies which have
a record of less than three years continuous operation, including the
operations of any predecessor companies.
NON-FUNDAMENTAL INVESTMENT POLICIES
The Fund may not:
1. Engage in joint or joint and several trading accounts in securities,
except that it may: (i) participate in joint repurchase arrangements; (ii)
invest in shares of one or more money market funds managed by Advisers or its
affiliates, to the extent permitted by exemptions granted under the 1940 Act;
or (iii) combine orders to buy or sell with orders from other persons to
obtain lower brokerage commissions.
2. Invest in excess of 5% of its net assets, valued at the lower of cost or
market, in warrants, nor more than 2% of its net assets in warrants not
listed on either the New York Stock Exchange or the American Stock Exchange.
It is also the policy of the Fund that it may, consistent with its objective,
invest a portion of its assets, as permitted by the 1940 Act and the rules
adopted thereunder, in securities or other obligations issued by companies
engaged in securities related businesses, including such companies that are
securities brokers, dealers, underwriters or investment advisers.
FRANKLIN NATURAL RESOURCES FUND
(NATURAL RESOURCES FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's investment goal is to seek to provide high total return. Total
return consists of both capital appreciation and current dividend and
interest income.
The Fund may not:
1. Make loans to other persons, except by the purchase of bonds, debentures
or similar obligations which are publicly distributed or of a character
usually acquired by institutional investors, or through loans of the Fund's
portfolio securities, or to the extent the entry into a repurchase agreement
or similar transaction may be deemed a loan;
2. Borrow money or mortgage or pledge any of its assets, except in the form
of reverse repurchase agreements or from banks for temporary or emergency
purposes in an amount up to 33% of the value of the Fund's total assets
(including the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Fund's total assets, the Fund will
not make any additional investments;
3. Underwrite securities of other issuers (does not preclude the Fund from
obtaining such short-term credit as may be necessary for the clearance of
purchases and sales of its portfolio securities) or invest more than 5% of
its assets in illiquid securities with legal or contractual restrictions on
resale (although the Fund may invest in Rule 144A restricted securities to
the full extent permitted under the federal securities laws); except that all
or substantially all of the assets of the Fund may be invested in another
registered investment company having the same investment objective and
policies as the Fund;
4. Invest in securities for the purpose of exercising management or control
of the issuer; except that all or substantially all of the assets of the Fund
may be invested in another registered investment company having the same
investment objective and policies as the Fund;
5. Effect short sales, unless at the time the Fund owns securities equivalent
in kind and amount to those sold (which will normally be for deferring
recognition of gains or losses for tax purposes);
6. Invest directly in real estate, real estate limited partnerships or
illiquid securities issued by real estate investment trusts (the Fund may,
however, invest up to 10% of its assets in marketable securities issued by
real estate investment trusts);
7. Invest directly in interests in oil, gas or other mineral leases,
exploration or development programs;
8. Invest in the securities of other investment companies, except where there
is no commission other than the customary brokerage commission or sales
charge, or except that securities of another investment company may be
acquired pursuant to a plan of reorganization, merger, consolidation or
acquisition, and except where the Fund would not own, immediately after the
acquisition, securities of the investment companies which exceed in the
aggregate i) more than 3% of the issuer's outstanding voting stock, ii) more
than 5% of the Fund's total assets and iii) together with the securities of
all other investment companies held by the Fund, exceed, in the aggregate,
more than 10% of the Fund's total assets; except that all or substantially
all of the assets of the Fund may be invested in another registered
investment company having the same investment objective and policies as the
Fund. Pursuant to available exemptions from the 1940 Act, the Fund may invest
in shares of one or more money market funds managed by Advisers, or its
affiliates;
9. Purchase from or sell to its officers and trustees, or any firm of which
any officer or trustee is a member, as principal, any securities, but may
deal with such persons or firms as brokers and pay a customary brokerage
commission; or purchase or retain securities of any issuer if one or more of
the officers or trustees of the trust, or its investment adviser, own
beneficially more than one-half of 1% of the securities of such issuer and
all such officers and trustees together own beneficially more than 5% of such
securities;
10. Concentrate in any industry, except that under normal circumstances the
Fund will invest at least 25% of total assets in the securities issued by
domestic and foreign companies operating within the natural resources sector;
except that all or substantially all of the assets of the Fund may be
invested in another registered investment company having the same investment
objective and policies as the Fund; and
11. Invest more than 10% of its assets in securities of companies which have
a record of less than three years continuous operation, including the
operations of any predecessor companies; except that all or substantially all
of the assets of the Fund may be invested in another registered investment
company having the same investment objective and policies as the Fund.
NON-FUNDAMENTAL INVESTMENT POLICIES
The Fund may not:
1. Engage in joint or joint and several trading accounts in securities,
except that it may: (i) participate in joint repurchase arrangements; (ii)
invest in shares of one or more money market funds managed by Advisers or its
affiliates, to the extent permitted by exemptions granted under the 1940 Act;
or (iii) combine orders to buy or sell with orders from other persons to
obtain lower brokerage commissions.
2. Invest in excess of 5% of its net assets, valued at the lower of cost or
market, in warrants, nor more than 2% of its net assets in warrants not
listed on either the New York Stock Exchange or the American Stock Exchange.
INVESTMENTS, TECHNIQUES, STRATEGIES AND THEIR RISKS
In trying to achieve its investment goals, each Fund
may invest (unless otherwise indicated) in the following types of securities
or engage in the following types of transactions:
BORROWING The Funds do not borrow money or mortgage or pledge any of their
assets, except that the Technology Fund may borrow up to 5% of its total
assets for any purpose other than direct investments in securities and, in
addition, each Fund may enter into reverse repurchase agreements or borrow
for temporary or emergency purposes up to a specified limit. This limit is
331/3% of total assets for the Biotechnology Fund and the Technology Fund,
10% of total assets for the Health Care Fund, and 33% of total assets for the
Natural Resources Fund and the Communications Fund. A Fund will not make any
additional investments while its borrowings exceed 5% of its total assets.
CONVERTIBLE SECURITIES Each Fund may invest in convertible securities. A
convertible security is generally a debt obligation or preferred stock that
may be converted within a specified period of time into a certain amount of
common stock of the same or a different issuer. A convertible security
provides a fixed-income stream and the opportunity, through its conversion
feature, to participate in the capital appreciation resulting from a market
price advance in its underlying common stock. As with a straight fixed-income
security, a convertible security tends to increase in market value when
interest rates decline and decrease in value when interest rates rise. Like a
common stock, the value of a convertible security also tends to increase as
the market value of the underlying stock rises, and it tends to decrease as
the market value of the underlying stock declines. Because both interest rate
and market movements can influence its value, a convertible security is not
as sensitive to interest rates as a similar fixed-income security, nor is it
as sensitive to changes in share price as its underlying stock.
A convertible security is usually issued either by an operating company or by
an investment bank. When issued by an operating company, a convertible
security tends to be senior to common stock, but subordinate to other types
of fixed-income securities issued by that company. When a convertible
security issued by an operating company is "converted," the operating company
often issues new stock to the holder of the convertible security but, if the
parity price of the convertible security is less than the call price, the
operating company may pay out cash instead of common stock. If the
convertible security is issued by an investment bank, the security is an
obligation of and is convertible through the issuing investment bank.
The issuer of a convertible security may be important in determining the
security's true value. This is because the holder of a convertible security
will have recourse only to the issuer. In addition, a convertible security
may be subject to redemption by the issuer, but only after a specified date
and under circumstances established at the time the security is issued.
While each Fund uses the same criteria to rate a convertible debt security
that it uses to rate a more conventional debt security, a convertible
preferred stock is treated like a preferred stock for the Fund's financial
reporting, credit rating, and investment limitation purposes. A preferred
stock is subordinated to all debt obligations in the event of insolvency, and
an issuer's failure to make a dividend payment is generally not an event of
default entitling the preferred shareholder to take action. A preferred stock
generally has no maturity date, so that its market value is dependent on the
issuer's business prospects for an indefinite period of time. In addition,
distributions from preferred stock are dividends, rather than interest
payments, and are usually treated as such for corporate tax purposes.
ENHANCED CONVERTIBLE SECURITIES - Communications Fund and Technology Fund. In
addition to "plain vanilla" convertibles, a number of different structures
have been created to fit the characteristics of specific investors and
issuers. Examples of these enhanced characteristics for investors include
yield enhancement, increased equity exposure or enhanced downside protection.
From an issuer's perspective, enhanced structures are designed to meet
balance sheet criteria, interest/dividend payment deductibility and reduced
equity dilution. The following are descriptions of common structures of
enhanced convertible securities.
Mandatorily convertible securities (e.g., ACES, DECS, PRIDES, SAILS - each
issuer has a different acronym for their version of these securities) are
considered the most equity-like of convertible securities. At maturity these
securities are mandatorily convertible into common stock, offering investors
some form of yield enhancement in return for some of the upside potential in
the form of a conversion premium. Typical characteristics of mandatories
include: issued as preferred stock, convertible at premium, pay fixed
quarterly dividend (typically 500 to 600 basis points higher than common
stock dividend), and are non-callable for the life of the security (usually
three to five years). An important feature of mandatories is that the number
of shares received at maturity is determined by the difference between the
price of the common stock at maturity and the price of the common stock at
issuance.
Enhanced convertible preferred securities (e.g., QUIPS, TOPrS, and TECONS)
are, from an investor's viewpoint, essentially convertible preferred
securities, i.e. they are issued as preferred stock convertible into common
stock at a premium and pay quarterly dividends. Through this structure the
company establishes a wholly owned special purpose vehicle whose sole purpose
is to issue convertible preferred stock. The offering proceeds pass-through
to the company, which issues the special purpose vehicle a convertible
subordinated debenture with identical terms to the convertible preferred
issued to investors. Benefits to the issuer include increased equity credit
from rating agencies and the deduction of coupon payments for tax purposes.
A company divesting a holding in another company often uses exchangeable
securities. The primary difference between exchangeables and standard
convertible structures is that the issuing company is a different company to
that of the underlying shares.
Yield enhanced stock (YES, also known as PERCS) mandatorily converts into
common stock at maturity and offers investors a higher current dividend than
the underlying common stock. The difference between these structures and
other mandatories is that the participation in stock price appreciation is
capped.
Zero-coupon and deep-discount convertible bonds (OID and LYONs) include the
following characteristics: no or low coupon payments, imbedded put options
allowing the investor to put them on select dates prior to maturity, call
protection (usually three to five years), and lower than normal conversion
premiums at issuance. A benefit to the issuer is that while no cash interest
is actually paid, the accrued interest may be deducted for tax purposes.
Because of their put options, these bonds tend to be less sensitive to
changes in interest rates than either long maturity bonds or preferred
stocks. The put options also provide enhanced downside protection while
retaining the equity participation characteristics of traditional convertible
bonds.
An investment in an enhanced convertible security or any other security may
involve additional risks. A Fund may have difficulty disposing of such
securities because there may be a thin trading market for a particular
security at any given time. Reduced liquidity may have an adverse impact on
market price and the Fund's ability to dispose of particular securities, when
necessary, to meet the Fund's liquidity needs or in response to a specific
economic event, such as the deterioration in the creditworthiness of an
issuer. Reduced liquidity in the secondary market for certain securities also
may make it more difficult for the Fund to obtain market quotations based on
actual trades for purposes of valuing the Fund's portfolio.
Future developments. Each Fund may invest in other convertible securities or
enhanced convertible securities that are not presently contemplated for use
by the Fund or that are not currently available but that may be developed, so
long as the opportunities are consistent with the Fund's investment objective
and policies.
Certain issuers of convertible securities may be deemed to be "investment
companies" as defined in the Investment Company Act of 1940, as amended (1940
Act). As a result, the Funds' investment in these securities may be limited
by the restrictions contained in the 1940 Act.
DEBT SECURITIES A debt security typically has a fixed payment schedule that
obligates the issuer to pay interest to the lender and to return the lender's
money over a certain time period. A company typically meets its payment
obligations associated with its outstanding debt securities before it
declares and pays any dividend to holders of its equity securities. Bonds,
notes, and commercial paper differ in the length of the issuer's payment
schedule, with bonds carrying the longest repayment schedule and commercial
paper the shortest.
The market value of debt securities generally varies in response to changes
in interest rates and the financial condition of each issuer. During periods
of declining interest rates, the value of debt securities generally
increases. Conversely, during periods of rising interest rates, the value of
debt securities generally declines. These changes in market value will be
reflected in a Fund's net asset value.
RATINGS. Various investment services publish ratings of some of the debt
securities in which a Fund may invest. These ratings represent the opinions
of the rating services with respect to the issuer's ability to pay interest
and repay principal. They do not purport to reflect the risk of fluctuations
in market value and are not absolute standards of quality. Please see
"Description of Ratings" for a discussion of the ratings.
If the rating on an issue held in a Fund's portfolio is changed by the rating
service or the security goes into default, the manager will consider the
event in its evaluation of the overall investment merits of the security but
will not automatically sell the security.
LIMITS ON DEBT INVESTMENTS. The Funds have different limits on their ability
to invest in debt.
The BIOTECHNOLOGY FUND may invest up to 35% of its assets in debt securities
of any type of foreign or U.S. issuer. The Fund intends to invest less than
5% in debt securities rated below investment grade.
The COMMUNICATIONS FUND may buy debt securities that are rated at least Caa
by Moody's Investors Service, Inc. (Moody's) or CCC by Standard & Poor's
Corporation (S&P), or unrated securities that it determines to be of
comparable quality. The Fund will not invest more than 5% of its total assets
in debt securities rated below investment grade. Investment grade debt
securities are rated in the top four ratings categories by independent rating
organizations such as S&P or Moody's. The Fund will only buy commercial paper
rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or unrated
commercial paper that it determines to be of comparable quality.
The HEALTH CARE FUND may invest up to 30% of its assets in domestic and
foreign debt securities. At present, the Fund intends to invest less than 5%
in debt securities rated below investment grade.
The NATURAL RESOURCES FUND may invest up to 35% of its assets in U.S. and
foreign equity and debt securities. The Fund will only buy commercial paper
rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's, or unrated
commercial paper that it determines to be of comparable quality.
The TECHNOLOGY FUND will invest less than 5% of its net assets in debt
securities.
DERIVATIVE SECURITIES
Although the Funds have authority to invest in various types of derivative
securities and engage in hedging transactions, the Funds currently do not
intend to invest in derivative securities or engage in hedging transactions.
Hedging is a technique designed to reduce a potential loss to the Fund as a
result of certain economic or market risks, including risks related to
fluctuations in interest rates, currency exchange rates between U.S. and
foreign currencies or between different foreign currencies, and broad or
specific market movements.
The BIOTECHNOLOGY FUND may engage in the following types of transactions:
purchase and sell exchange-listed and over-the-counter put and call options
on securities, equity and fixed-income indices and other financial
instruments; purchase and sell financial futures contracts and options
thereon; and enter into various currency transactions such as currency
forward contracts, currency futures contracts, currency swaps or options on
currencies or currency futures. The Fund may also use these various
techniques for non-hedging purposes. For example, these techniques may be
used to produce income to the Fund where the Fund's participation in the
transaction involves the payment of a premium to the Fund. The Fund may also
use a hedging technique to bet on the fluctuation of certain indices,
currencies, or economic or market changes such as a reduction in interest
rates. No more than 5% of the Fund's assets will be exposed to risks of such
types of instruments when entered into for non-hedging purposes.
The HEALTH CARE FUND may write (sell) covered put and call options and buy
put and call options on securities that trade on securities exchanges and in
the over-the-counter market. The Fund may buy and sell futures and options on
futures with respect to securities and currencies. Additionally, the Fund may
buy and sell futures and options to "close out" futures and options it may
have sold or bought. The Fund may seek to protect capital through the use of
forward currency exchange contracts. The Fund will not engage in transactions
in futures contracts or related options for speculation but only as a hedge
against changes resulting from market conditions in the values of its
securities or securities that it intends to buy. The Fund will not enter into
any stock index or financial futures contract or related option if,
immediately thereafter, more than one-third of the Fund's net assets would be
represented by futures contracts or related options. In addition, the Fund
may not buy or sell futures contracts or buy or sell related options (except
for closing transactions) if, immediately thereafter, the sum of the amount
of margin deposits on its existing futures and related options positions and
premiums paid for related options would exceed 5% of the market value of the
Fund's total assets. The Fund will not engage in any stock options or stock
index options if the option premiums paid regarding its open option positions
exceed 5% of the value of the Fund's total assets. The Fund may buy foreign
currency futures contracts and options if not more than 5% of its assets are
then invested as initial or variation margin deposits on contracts or
options. In instances involving the purchase of futures contracts or related
call options, money market instruments equal to the market value of the
futures contract or related option will be deposited in a segregated account
with the Fund's custodian bank to collateralize such long positions.
In order to hedge against currency exchange rate risks, the NATURAL RESOURCES
FUND may enter into forward currency exchange contracts and currency futures
contracts and options on such futures contracts, as well as buy put or call
options and write covered put and call options on currencies traded in U.S.
or foreign markets. The Fund may also buy and sell forward contracts (to the
extent they are not deemed commodities) for non-hedging purposes when the
manager anticipates that the foreign currency will appreciate or depreciate
in value, but securities denominated in that currency do not present
attractive investment opportunities and are not held in the Fund's portfolio.
The Fund generally will not enter into a forward contract with a term of
greater than one year.
The COMMUNICATIONS FUND may engage in various portfolio strategies to seek to
hedge its portfolio against adverse movements in the equity, debt and
currency markets. The Fund may deal in forward foreign currency exchange
transactions and foreign currency options and futures and options on such
futures. The Fund will not buy foreign currency futures contracts if more
than 5% of its assets are then invested as initial or variation margin
deposits on such contracts or related options. The Fund may also write (i.e.,
sell) covered put and call options on its portfolio securities, buy put and
call options on securities and engage in transactions in stock index options
and financial futures, including stock and bond index futures and related
options on such futures. The Fund does not currently intend to write put
options. The Fund will not enter into any stock index or financial futures
contract or related option if, immediately thereafter, more than one-third of
the Fund's net assets would be represented by futures contracts or related
options. The Fund will not enter into any futures contract or related options
(except for closing transactions) if, immediately thereafter, the sum of the
amount of its initial deposits and premiums on open contracts and options
would exceed 5% of its total assets (taken at current value). The Fund will
not engage in any securities options or securities index options if the
option premiums paid regarding its open option positions exceed 5% of the
value of its total assets. Although certain risks are involved in options and
futures transactions, the manager believes that, because the Fund will write
only covered options on portfolio securities, and engage in other options and
futures transactions only for hedging purposes, the options and futures
portfolio strategies of the Fund will not subject the Fund to the risks
frequently associated with the speculative use of options and futures
transactions. While the Fund's use of hedging strategies is intended to
reduce the volatility of the net asset value of Fund shares, the Fund's net
asset value will fluctuate. There can be no assurance that the Fund's hedging
transactions will be effective. Furthermore, the Fund will only engage in
hedging activities from time to time and may not necessarily be engaging in
hedging activities when movement in the equity, debt and currency markets
occurs.
The TECHNOLOGY FUND may write (sell) covered put and call options and buy put
and call options on securities listed on a national securities exchange and
in the over-the-counter (OTC) market. Additionally, the Fund may "close out"
options it has entered into. The Fund may also buy and sell both call and put
options on stock indices in order to hedge against the risk of market or
industry-wide stock price fluctuations or to increase income to the Fund. The
Fund may invest in futures contracts only to hedge against changes in the
value of its securities or those it intends to buy. The Fund will not enter
into a futures contract if the amounts paid for open contracts, including
required initial deposits, would exceed 5% of net assets. The Fund may
purchase and write options on futures contracts for hedging purposes only.
Unless otherwise noted in the fund's policies, the value of the underlying
securities on which options may be written at any one time will not exceed
15% of the fund's assets. Nor will the fund purchase put or call options if
the aggregate premium paid for such options would exceed 5% of its assets at
the time of purchase. The fund will not enter into any stock index or
financial futures contract or related option if, immediately thereafter, more
than one third of total assets would be represented by futures contracts and
related options. The fund may purchase or sell futures contracts or options
on futures contracts if, immediately thereafter, the aggregate amount of
initial margin deposits on all the futures positions of the fund and the
premiums paid on options on futures contracts would exceed 5% of the market
value of the fund's total assets.
The Funds' transactions in options, futures contracts, and forward contracts
may be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company. These transactions are also
subject to special tax rules that may affect the amount, timing, and
character of certain distributions to shareholders. For more information,
please see "Distributions and Taxes."
A Fund's ability to hedge effectively all or a portion of its securities
through transactions in options on securities and stock indexes, stock index
futures, financial futures and related options depends on the degree to which
price movements in the underlying index or underlying debt securities
correlate with price movements in the relevant portion of the Fund's
portfolio. Inasmuch as such securities will not duplicate the components of
any index or underlying securities, the correlation will not be perfect.
Consequently, the Fund bears the risk that the prices of the securities being
hedged will not move in the same amount as the hedging instrument. It is also
possible that there may be a negative correlation between the index or other
securities underlying the hedging instrument and the hedged securities which
would result in a loss on both the securities and the hedging instrument.
Accordingly, successful use by the Funds of options on securities and stock
indexes, stock index futures, financial futures and related options will be
subject to the manager's ability to predict correctly movements in the
direction of the securities markets generally or of a particular segment.
This requires different skills and techniques than predicting changes in the
price of individual stocks.
In addition, adverse market movements could cause a Fund to lose up to its
full investment in a call option contract and/or to experience substantial
losses on an investment in a futures contract. There is also the risk of loss
by a Fund of margin deposits in the event of bankruptcy of a broker with whom
the Fund has an open position in a futures contract or option.
Positions in stock index and securities options, stock index futures, and
financial futures and related options may be closed out only on an exchange
that provides a secondary market. There can be no assurance that a liquid
secondary market will exist for any particular option or futures contract or
related option at any specific time. Thus, it may not be possible to close an
option or futures position. If a Fund were unable to close out a futures or
option position, and if prices moved adversely, the Fund would have to
continue to make daily cash payments to maintain its required margin, and, if
the Fund had insufficient cash, it might have to sell portfolio securities at
a disadvantageous time. In addition, a Fund might be required to deliver the
stocks underlying futures or options contracts it holds. The inability to
close options or futures positions could also have an adverse impact on a
Fund's ability to effectively hedge its securities. Each Fund will enter into
an option or futures position only if there appears to be a liquid secondary
market for such options or futures.
There can be no assurance that a continuous liquid secondary market will
exist for any particular OTC option at any specific time. Consequently, a
Fund may be able to realize the value of an OTC option it has purchased only
by exercising it or entering into a closing sale transaction with the dealer
that issued it. When a Fund writes an OTC option, it generally can close out
that option before its expiration only by entering into a closing purchase
transaction with the dealer to which the Fund originally wrote it. If a
covered call option writer cannot effect a closing transaction, it cannot
sell the underlying security until the option expires or the option is
exercised. Therefore, a covered call option writer of an OTC option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, a secured put writer of an OTC option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a buyer of a put
or call option might also find it difficult to terminate its position on a
timely basis in the absence of a liquid secondary market.
The CFTC and the various exchanges have established limits referred to as
"speculative position limits" on the maximum net long or net short position
that any person may hold or control in a particular futures contract. Trading
limits are also imposed on the maximum number of contracts that any person
may trade on a particular trading day. An exchange may order the liquidation
of positions found to be in violation of these limits and it may impose other
sanctions or restrictions. The Funds do not believe that these trading and
positions limits will have an adverse impact on the Funds' strategies for
hedging their securities.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the natures of those markets, are subject to distortions.
First, all participants in the futures market are subject to initial deposit
and variation margin requirements. Rather than meeting additional variation
margin requirements, investors may close futures contracts through offsetting
transactions that could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the margin deposit requirements
in the futures market are less onerous than margin requirements in the
securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility
of distortion, a correct forecast of general interest rate trends by the
manager may still not result in a successful transaction.
Although each Fund believes that the use of any futures contracts entered
into will benefit the Fund, if the manager's investment judgment about the
general direction of interest rates is incorrect, the Fund's overall
performance would be poorer than if it had not entered into any such
contract. For example, if a Fund has hedged against the possibility of an
increase in interest rates that would adversely affect the price of bonds
held in its portfolio and interest rates decrease instead, the Fund will lose
part or all of the benefit of the increased value of its bonds which it has
hedged because it will have offsetting losses in its futures positions. In
addition, in these situations, if a Fund has insufficient cash, it may have
to sell securities from its portfolio to meet daily variation margin
requirements. These sales may be, but will not necessarily be, at increased
prices, which reflect the rising market. A Fund may have to sell securities
at a time when it may be disadvantageous to do so.
Each Fund's sale of futures contracts and purchase of put options on futures
contracts will be solely to protect its investments against declines in
value. Each Fund expects that normally it will buy securities upon
termination of long futures contracts and long call options on future
contracts, but under unusual market conditions it may terminate any of these
positions without a corresponding purchase of securities.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS - all Funds. The Funds may enter
into forward foreign currency exchange contracts (Forward Contract(s)) to
attempt to minimize the risk to the Fund from adverse changes in the
relationship between currencies or to enhance income. A Forward Contract is
an obligation to buy or sell a specific currency for an agreed price at a
future date and is individually negotiated and privately traded by currency
traders and their customers.
A 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 that security.
Additionally, when a Fund believes that a foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a Forward
Contract to sell an amount of that foreign currency approximating the value
of some or all of the Fund's portfolio securities denominated in that foreign
currency. Similarly, when a Fund believes that the U.S. dollar may suffer a
substantial decline against a foreign currency, it may enter into a Forward
Contract to buy that foreign currency for a fixed dollar amount.
To limit potential risks in connection with the purchase of currency under
Forward Contracts, cash, cash equivalents or readily marketable high grade
debt securities equal to the amount of the purchase will be held aside or in
a segregated account with the Fund's custodian bank to be used to pay for the
commitment, or the Fund will cover any commitments under these contracts to
sell currency by owning the underlying currency (or an absolute right to
acquire the currency). The segregated account will be marked-to-market on a
daily basis.
Forward Contracts may limit the potential gain from a positive change in the
relationship between the U.S. dollar and foreign currencies or between
foreign currencies. Unanticipated changes in currency exchange rates also may
result in poorer overall performance for a Fund than if it had not entered
into Forward Contracts.
While these contracts are not presently regulated by the CFTC, the CFTC may
in the future assert authority to regulate forward contracts. In this event,
the Funds' ability to use forward contracts may be restricted. The use of
foreign currency forward contracts will not eliminate fluctuations in the
underlying U.S. dollar equivalent value of, or rates of return on, a Fund's
foreign currency denominated portfolio securities and the use of such
techniques will subject the Fund to certain risks.
The matching of the increase in value of a forward contract and the decline
in the U.S. dollar equivalent value of the foreign currency denominated asset
that is the subject of the hedge generally will not be precise. In addition,
a Fund may not always be able to enter into foreign currency forward
contracts at attractive prices and this will limit the Fund's ability to use
such contracts to hedge or cross-hedge its assets. Also, with regard to the
Funds' use of cross-hedges, there can be no assurance that historical
correlations between the movement of certain foreign currencies relative to
the U.S. dollar will continue. Thus, at any time, poor correlation may exist
between movements in the exchange rates of the foreign currencies in which a
Fund's assets that are the subject of such cross-hedges are denominated.
FOREIGN CURRENCY FUTURES - all Funds. The Funds may buy and sell foreign
currency futures contracts to hedge against changes in the level of future
currency rates. These contracts involve an agreement to buy or sell a
specific currency at a future date at a price set in the contract. Assets
will be held aside or in a segregated account with the Fund's custodian bank
as required to cover the Fund's obligations under its foreign currency
futures contracts.
By entering into these contracts, a Fund is able to protect against a loss
resulting from an adverse change in the relationship between the U.S. dollar
and a foreign currency occurring between the trade and settlement dates of
the Fund's securities transaction. These contracts also tend to limit the
potential gains that might result from a positive change in such currency
relationships.
OPTIONS ON FOREIGN CURRENCIES - all Funds. The Funds may buy and write put
and call options on foreign currencies traded on U.S. and foreign exchanges
or over-the-counter, for hedging purposes to protect against declines in the
U.S. dollar value of foreign portfolio securities or other assets to be
acquired. As with other kinds of options, the writing of an option on foreign
currency will only be a partial hedge, up to the amount of the premium
received, and a Fund could be required to buy or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on foreign currency may be an effective hedge against fluctuations in
exchange rates although, in the event of rate movements adverse to the Fund's
position, a Fund may forfeit the entire amount of the premium plus related
transaction costs.
A decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of the securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminutions in the value of portfolio securities, the
Funds may buy put options on the foreign currency. If the value of the
currency does decline, a Fund will have the right to sell the currency for a
fixed amount in dollars and will thereby offset, in whole or part, the
adverse effect on its portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, the Funds may buy call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of
options, however, the benefit to a Fund deriving from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, a Fund could sustain losses on
transactions in foreign currency options that would require it to forego a
portion or all of the benefits of advantageous changes in such rates.
The Funds may write options on foreign currencies for the same types of
hedging purposes. For example, where a Fund anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of buying a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the decline in value of
portfolio securities will be offset by the amount of the premium received.
Similarly, instead of buying a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, a Fund could write
a put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute
only a partial hedge up to the amount of the premium, and only if rates move
in the expected direction. If this does not occur, the option may be
exercised and the Fund would be required to buy or sell the underlying
currency at a loss, which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, a Fund also may be
required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements in exchange rates.
The Funds may write covered call options on foreign currencies. A call option
written on a foreign currency is "covered" if the Fund owns the underlying
foreign currency covered by the call or has an absolute and immediate right
to acquire that foreign currency without additional cash consideration (or
for additional cash consideration held in a segregated account by its
custodian bank) upon conversion or exchange of other foreign currency held in
its portfolio. A call option is also covered if the Fund has a call on the
same foreign currency and in the same principal amount as the call written
where the exercise price of the call held is (a) equal to or less than the
exercise price of the call written or (b) greater than the exercise price of
the call written if the difference is maintained by the Fund in cash, U.S.
government securities, or other high grade liquid debt securities in a
segregated account with its custodian bank.
The Funds may also write call options on foreign currencies that are not
covered for cross-hedging purposes. A call option on a foreign currency is
for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the Fund
owns or has the right to acquire and which is denominated in the currency
underlying the option due to an adverse change in the exchange rate. In such
circumstances, a Fund collateralizes the option by maintaining in a
segregated account with the Fund's custodian bank, cash or U.S. government
securities or other high grade liquid debt securities in an amount not less
than the value of the underlying foreign currency in U.S. dollars
marked-to-market daily.
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the SEC. To the contrary, such instruments are
traded through financial institutions acting as market makers, although
foreign currency options are also traded on certain national securities
exchanges, such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation. Similarly, options on currencies
may be traded over-the-counter. In an OTC trading environment, many of the
protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of
time. Although the purchaser of an option cannot lose more than the amount of
the premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose
amounts substantially in excess of their initial investments, due to the
margin and collateral requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on these
exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation (OCC), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a national securities
exchange may be more readily available than in the OTC market, potentially
permitting a Fund to liquidate open positions at a profit before exercise or
expiration, or to limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
are subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on
foreign currencies involve certain risks not presented by the OTC market. For
example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it
determines that foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would result in
undue burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or prohibitions
on exercise.
In addition, forward contracts and options on foreign currencies may be
traded on foreign exchanges. Such transactions are subject to the risk of
governmental actions affecting trading in, or the prices of, foreign
currencies. The value of these positions also could be adversely affected by
(i) other complex foreign political and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions,
(iii) delays in a Fund's ability to act upon economic events occurring in
foreign markets during non-business hours in the U.S., (iv) the imposition of
different exercise and settlement terms and procedures and margin
requirements than in the U.S., and (v) less trading volume.
OPTIONS AND FINANCIAL FUTURES - all Funds. The Funds may write covered put
and call options and buy put and call options on stocks, stocks indices, and
bonds that trade on securities exchanges and in the over-the-counter market.
The Funds may buy and sell futures and options on futures with respect to
stock and bond indices. Additionally, the Funds may engage in "close-out"
transactions with respect to futures and options.
WRITING CALL OPTIONS - ALL FUNDS. Call options written by a Fund give the
holder the right to buy the underlying securities from the Fund at a stated
exercise price. A call option written by a Fund is "covered" if the Fund owns
the underlying security that is subject to the call or has an absolute and
immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a segregated
account by its custodian bank) upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Fund
holds a call on the same security and in the same principal amount as the
call written where the exercise price of the call held is (a) equal to or
less than the exercise price of the call written or (b) greater than the
exercise price of the call written if the difference is maintained by the
Fund in cash and high grade debt securities in a segregated account with its
custodian bank. The premium paid by the buyer of an option will reflect,
among other things, the relationship of the exercise price to the market
price and volatility of the underlying security, the remaining term of the
option, supply and demand, and interest rates.
With regard to certain options, the writer of an option may have no control
over when the underlying securities must be sold, in the case of a call
option, because the writer may be assigned an exercise notice at any time
before the termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This amount may,
in the case of a covered call option, be offset by a decline in the market
value of the underlying security during the option period. If a call option
is exercised, the writer experiences a profit or loss from the sale of the
underlying security.
The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction" by buying an option of the same series as the
option previously written. The effect of the purchase is that the clearing
corporation will cancel the writer's position. A writer may not effect a
closing purchase transaction, however, after being notified of the exercise
of an option. Likewise, an investor who is the holder of an option may
liquidate its position by effecting a "closing sale transaction" by selling
an option of the same series as the option previously purchased. There is no
guarantee that either a closing purchase or a closing sale transaction can be
effected.
Effecting a closing transaction in the case of a written call option will
allow a Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both. Also, effecting
a closing transaction will allow the cash or proceeds from the concurrent
sale of any securities subject to the option to be used for other Fund
investments. If a Fund desires to sell a particular security from its
portfolio on which it has written a call option, it will effect a closing
transaction before or at the same time as the sale of the security.
A Fund will realize a profit from a closing transaction if the price of the
transaction is less than the premium received from writing the option or is
more than the premium paid to buy the option. A Fund will realize a loss from
a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
buy the option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be
offset in whole or in part by appreciation of the underlying security owned
by the Fund.
BUYING CALL OPTIONS - ALL FUNDS. Each Fund may buy call options on securities
that it intends to purchase in order to limit the risk of a substantial
increase in the market price of such security. Each Fund may also buy call
options on securities held in its portfolio and on which it has written call
options. A call option gives the holder the right to buy the underlying
securities from the option writer at a stated exercise price. Before its
expiration, a call option may be sold in a closing sale transaction. Profit
or loss from the sale will depend on whether the amount received is more or
less than the premium paid for the call option plus related transaction costs.
WRITING PUT OPTIONS - ALL FUNDS. The Funds may write covered put options. A
put option gives the buyer of the option the right to sell, and the writer
(seller) the obligation to buy, the underlying security at the exercise price
during the option period. The option may be exercised at any time before its
expiration date. The operation of put options in other respects, including
their related risks and rewards, is substantially identical to that of call
options.
If a Fund writes put options, it will do so on a covered basis. This means
that the Fund would maintain, in a segregated account, cash, U.S. government
securities, or other liquid, high-grade debt securities in an amount not less
than the exercise price at all times while the put option is outstanding. The
rules of the clearing corporation currently require that such assets be
deposited in escrow to secure payment of the exercise price. A Fund would
generally write covered put options when the manager wants to buy the
underlying security or currency for the Fund's portfolio at a price lower
than the current market price of the security or currency. In this event, the
Fund would write a put option at an exercise price that, reduced by the
premium received on the option, reflects the lower price it is willing to
pay. Since the Fund would also receive interest on debt securities maintained
to cover the exercise price of the option, this technique could be used to
enhance current return during periods of market uncertainty. The risk in such
a transaction would be that the market price of the underlying security or
currency would decline below the exercise price less the premiums received.
BUYING PUT OPTIONS - ALL FUNDS. Each Fund may buy a put option on an
underlying security or currency owned by the Fund as a hedging technique in
order to protect against an anticipated decline in the value of the security
or currency (protective put). Such hedge protection is provided only during
the life of the put option when a Fund, as the holder of the put option, is
able to sell the underlying security or currency at the put exercise price,
regardless of any decline in the underlying security's market price or
currency's exchange value. For example, a put option may be purchased in
order to protect unrealized appreciation of a security or currency when the
manager deems it desirable to continue to hold the security or currency
because of tax considerations. The premium paid for the put option and any
transaction costs would reduce any capital gain otherwise available for
distribution when the security or currency is eventually sold.
A Fund may also buy put options at a time when the Fund does not own the
underlying security or currency. By buying put options on a security or
currency it does not own, a Fund seeks to benefit from a decline in the
market price of the underlying security or currency. If the put option is not
sold when it has remaining value, and if the market price of the underlying
security or currency remains equal to or greater than the exercise price
during the life of the put option, a Fund will lose its entire investment in
the put option. In order for the purchase of a put option to be profitable,
the market price of the underlying security or currency must decline
sufficiently below the exercise price to cover the premium and transaction
costs, unless the put option is sold in a closing sale transaction.
The premium paid by a Fund when buying a put option will be recorded as an
asset in the Fund's statement of assets and liabilities. This asset will be
adjusted daily to the option's current market value, which will be the latest
sale price at the time at which the net asset value per share of the Fund is
computed. The asset will be extinguished upon expiration of the option, the
writing of an identical option in a closing transaction, or the delivery of
the underlying security or currency upon the exercise of the option.
OVER-THE-COUNTER (OTC) OPTIONS - ALL FUNDS. Each Fund intends to write
covered put and call options and buy put and call options that trade in the
over-the-counter market to the same extent that it will engage in exchange
traded options. OTC options, however, differ from exchange traded options in
certain material respects.
OTC options are arranged directly with dealers and not, as is the case with
exchange traded options, with a clearing corporation. Thus, there is a risk
of non-performance by the dealer. Because there is no exchange, pricing is
typically done by reference to information from market makers. OTC options
are available, however, for a greater variety of securities, and in a wider
range of expiration dates and exercise prices, than exchange traded options,
and the writer of an OTC option is paid the premium in advance by the dealer.
The Funds understand the current position of the staff of the U.S. Securities
and Exchange Commission (SEC) to be that purchased OTC options are illiquid
securities and that the assets used to cover the sale of an OTC option are
considered illiquid. The Funds and the manager disagree with this position.
Nevertheless, pending a change in the staff's position, each Fund will treat
OTC options and "cover" assets as subject to the Fund's limitation on
illiquid securities.
OPTIONS ON STOCK INDICES - ALL FUNDS. The Funds may buy call and put options
on stock indices in order to hedge against the risk of market or
industry-wide stock price fluctuations. Call and put options on stock indices
are similar to options on securities except that, rather than the right to
buy or sell stock at a specified price, options on a stock index give the
holder the right to receive, upon exercise of the option, an amount of cash
if the closing level of the underlying stock index is greater than (or less
than, in the case of puts) the exercise price of the option. This amount of
cash is equal to the difference between the closing price of the index and
the exercise price of the option, expressed in dollars multiplied by a
specified number. Thus, unlike stock options, all settlements are in cash,
and gain or loss depends on price movements in the stock market generally (or
in a particular industry or segment of the market) rather than price
movements in individual stocks.
When a Fund writes an option on a stock index, the Fund will establish a
segregated account containing cash or high quality fixed-income securities
with its custodian bank in an amount at least equal to the market value of
the underlying stock index and will maintain the account while the option is
open or it will otherwise cover the transaction.
FUTURES CONTRACTS - ALL FUNDS. The Funds may enter into contracts for the
purchase or sale for future delivery of securities and in such contracts
based upon financial indices (financial futures). Financial futures contracts
are commodity contracts that obligate the long or short holder to take or
make delivery of a specified quantity of a financial instrument, such as a
security, or the cash value of a securities index during a specified future
period at a specified price. A "sale" of a futures contract means the
acquisition of a contractual obligation to deliver the securities called for
by the contract at a specified price on a specified date. A "purchase" of a
futures contract means the acquisition of a contractual obligation to acquire
the securities called for by the contract at a specified price on a specified
date. Futures contracts have been designed by exchanges that have been
designated "contracts markets" by the Commodity Futures Trading Commission
(CFTC) and must be executed through a futures commission merchant, or
brokerage firm, which is a member of the relevant contract market.
At the same time a futures contract is purchased or sold, a Fund must
allocate cash or securities as a deposit payment (initial deposit). Daily
thereafter, the futures contract is valued and the payment of "variation
margin" may be required since each day the Fund would provide or receive cash
that reflects any decline or increase in the contract's value.
Although futures contracts by their terms call for the actual delivery or
acquisition of securities, in most cases the contractual obligation is
fulfilled before the date of the contract without having to make or take
delivery of the securities. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same
month. Such a transaction, which is effected through a member of an exchange,
cancels the obligation to make or take delivery of the securities. Since all
transactions in the futures market are made, offset or fulfilled through a
clearinghouse associated with the exchange on which the contracts are traded,
a Fund will incur brokerage fees when it buys or sells futures contracts.
A Fund will generally not engage in transactions in futures contracts or
related options for speculation but only as a hedge against changes resulting
from market conditions in the values of its securities or securities that it
intends to buy. The purpose of the acquisition or sale of a futures contract
is to attempt to protect the Fund from fluctuations in price of portfolio
securities without actually buying or selling the underlying security. To the
extent a Fund enters into a futures contract, it will maintain with its
custodian bank, to the extent required by the rules of the SEC, assets in a
segregated account to cover its obligations with respect to such contract
which will consist of cash, cash equivalents, or high quality debt securities
from its portfolio in an amount equal to the difference between the
fluctuating market value of such futures contract and the aggregate value of
the initial and variation margin payments made by the Fund with respect to
such futures contracts.
STOCK INDEX FUTURES - ALL FUNDS. A stock index futures contract obligates the
seller to deliver (and the buyer to take) an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
stock index at the close of the last trading day of the contract and the
price at which the agreement is made. No physical delivery of the underlying
stocks in the index is made.
Each Fund may sell stock index futures contracts in anticipation of or during
a market decline to attempt to offset the decrease in market value of its
equity securities that might otherwise result. When a Fund is not fully
invested in stocks and anticipates a significant market advance, it may
purchase stock index futures in order to gain rapid market exposure that may
in part or entirely offset increases in the cost of common stocks that it
intends to buy.
OPTIONS ON STOCK INDEX FUTURES - ALL FUNDS. The Funds may buy and sell call
and put options on stock index futures to hedge against risks of market-side
price movements. The need to hedge against such risks will depend on the
extent of diversification of the Fund's common stock portfolio and the
sensitivity of such investments to factors influencing the stock market as a
whole.
Call and put options on stock index futures are similar
to options on securities except that, rather than the right to buy or sell
stock at a specified price, options on stock index futures give the holder
the right to receive cash. Upon exercise of the option, the delivery of the
futures position by the writer of the option to the holder of the option will
be accompanied by delivery of the accumulated balance in the writer's futures
margin account which represents the amount by which the market price of the
futures contract, at exercise, exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised on the last trading day before the
expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the
closing price of the futures contract on the expiration date.
BOND INDEX FUTURES AND RELATED OPTIONS - ALL FUNDS. The Funds may purchase
and sell futures contracts based on an index of debt securities and options
on such futures contracts to the extent they currently exist and, in the
future, may be developed. The Funds reserve the right to conduct futures and
options transactions based on an index which may be developed in the future
to correlate with price movements in certain categories of debt securities.
Each Fund's investment strategy in employing futures contracts based on an
index of debt securities will be similar to that used by it in other
financial futures transactions.
The Funds also may buy and write put and call options on bond index futures
and enter into closing transactions with respect to such options.
FUTURE DEVELOPMENTS - ALL FUNDS. Each Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other derivative investments that are not presently
contemplated for use by the Fund or which are not currently available but
which may be developed, to the extent such opportunities are both consistent
with the Fund's investment goal and legally permissible for the Fund.
EQUITY SECURITIES The purchaser of an equity security typically receives an
ownership interest in the company as well as certain voting rights. The owner
of an equity security may participate in a company's success through the
receipt of dividends, which are distributions of earnings by the company to
its owners. Equity security owners may also participate in a company's
success or lack of success through increases or decreases in the value of the
company's shares as traded in the public trading market for such shares.
Equity securities generally take the form of common stock or preferred stock.
Preferred stockholders typically receive greater dividends but may receive
less appreciation than common stockholders and may have greater or lesser
voting rights. Equity securities may also include warrants or rights.
Warrants or rights give the holder the right to purchase a common stock at a
given time for a specified price.
FOREIGN SECURITIES The Funds have different limits on their ability to invest
in foreign securities.
The BIOTECHNOLOGY FUND anticipates that under normal conditions, it will
invest more of its assets in U.S. securities than in securities of any other
single country, although the Fund may have more than 50% of its total assets
in foreign securities. The Fund may buy securities of issuers in developing
nations, but it has no present intention of doing so. The Biotechnology Fund
will not invest in securities of foreign issuers that are issued without
stock certificates or other evidences of ownership. The Biotechnology Fund
may invest in securities that are traded on U.S. or foreign securities
exchanges, the Nasdaq Stock Market, or in the U.S. or foreign
over-the-counter markets.
The COMMUNICATIONS FUND normally invests at least 65% of its total assets in
issuers in at least three different countries. The Communications Fund
expects to invest more of its assets in U.S. securities than in securities of
any other single country, but the Fund may invest more than 65% of its total
assets in foreign securities. The Communications Fund will limit its
investments in Russian securities to 5% of its total assets.
The HEALTH CARE FUND invests 70% of its assets in securities of issuers in at
least three different countries. The Health Care Fund will not invest more
than 40% of its net assets in any one country other than the U.S. The Health
Care Fund expects that a significant portion of its investments will be in
securities of domestic issuers. The Health Care Fund will not invest in
securities of foreign issuers without stock certificates or comparable
evidence of ownership.
The NATURAL RESOURCES FUND expects to invest more of its assets in U.S.
securities than in securities of any other single country, but the Fund may
invest more than 50% of its total assets in foreign securities.
The TECHNOLOGY FUND may invest up to 35% of total assets in foreign
securities.
You should consider carefully the substantial risks involved in securities of
companies of foreign nations, which are in addition to the usual risks
inherent in domestic investments.
There may be less publicly available information about foreign companies
comparable to the reports and ratings published about companies in the U.S.
Foreign companies are not generally subject to uniform accounting or
financial reporting standards, and auditing practices and requirements may
not be comparable to those applicable to U.S. companies. The Funds,
therefore, may encounter difficulty in obtaining market quotations for
purposes of valuing their portfolios and calculating their net asset values.
Foreign markets have substantially less volume than the New York Stock
Exchange, and securities of some foreign companies are less liquid and more
volatile than securities of comparable U.S. companies. Commission rates in
foreign countries, which are generally fixed rather than subject to
negotiation as in the U.S., are likely to be higher. In many foreign
countries there is less government supervision and regulation of stock
exchanges, brokers, and listed companies than in the U.S.
Investments in companies domiciled in developing countries may be subject to
potentially higher risks than investments in developed countries. These risks
include (i) less social, political, and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict
a Fund's investment opportunities, including restrictions on investment in
issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed legal structures governing private or
foreign investment or allowing for judicial redress for injury to private
property; (vi) the absence, until recently in certain Eastern European
countries, of a capital market structure or market-oriented economy; and
(vii) the possibility that recent favorable economic developments in Eastern
Europe may be slowed or reversed by unanticipated political or social events
in such countries.
In addition, many countries in which the Funds may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some developing countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency, and balance of payments
position.
Investing in Russian companies involves a high degree of risk and special
considerations not typically associated with investing in the U.S. securities
markets, and should be considered highly speculative. Such risks include,
together with Russia's continuing political and economic instability and the
slow-paced development of its market economy, the following: (a) delays in
settling portfolio transactions and risk of loss arising out of Russia's
system of share registration and custody; (b) the risk that it may be
impossible or more difficult than in other countries to obtain and/or enforce
a judgment; (c) pervasiveness of corruption, insider trading, and crime in
the Russian economic system; (d) currency exchange rate volatility and the
lack of available currency hedging instruments; (e) higher rates of inflation
(including the risk of social unrest associated with periods of
hyper-inflation); (f) controls on foreign investment and local practices
disfavoring foreign investors and limitations on repatriation of invested
capital, profits, and dividends, and on the Fund's ability to exchange local
currencies for U.S. dollars; (g) the risk that the government of Russia or
other executive or legislative bodies may decide not to continue to support
the economic reform programs implemented since the dissolution of the Soviet
Union and could follow radically different political and/or economic policies
to the detriment of investors, including non-market-oriented policies such as
the support of certain industries at the expense of other sectors or
investors, a return to the centrally planned economy that existed prior to
the dissolution of the Soviet Union, or the nationalization of privatized
enterprises; (h) the risks of investing in securities with substantially less
liquidity and in issuers having significantly smaller market capitalization,
when compared to securities and issuers in more developed markets; (i) the
difficulties associated in obtaining accurate market valuations of many
Russian securities, based partly on the limited amount of publicly available
information; (j) the financial condition of Russian companies, including
large amounts of inter-company debt which may create a payments crisis on a
national scale; (k) dependency on exports and the corresponding importance of
international trade; (l) the risk that the Russian tax system will not be
reformed to prevent inconsistent, retroactive and/or exorbitant taxation or,
in the alternative, the risk that a reformed tax system may result in the
inconsistent and unpredictable enforcement of the new tax laws; (m) possible
difficulty in identifying a purchaser of securities held by the Fund due to
the underdeveloped nature of the securities markets; (n) the possibility that
pending legislation could restrict the levels of foreign investment in
certain industries, thereby limiting the number of investment opportunities
in Russia; (o) the risk that pending legislation would confer to Russian
courts the exclusive jurisdiction to resolve disputes between foreign
investors and the Russian government, instead of bringing such disputes
before an internationally-accepted third-country arbitrator; and (p) the
difficulty in obtaining information about the financial condition of Russian
issuers, in light of the different disclosure and accounting standards
applicable to Russian companies.
There is little long-term historical data on Russian securities markets
because they are relatively new, and a substantial proportion of securities
transactions in Russia is privately negotiated outside of stock exchanges.
Because of the recent formation of the securities markets as well as the
underdeveloped state of the banking and telecommunications systems,
settlement, clearing, and registration of securities transactions are subject
to significant risks. Ownership of shares (except where shares are held
through depositories that meet the requirements of the Investment Company Act
of 1940) is defined according to entries in the company's share register and
normally evidenced by extracts from the register or by formal share
certificates. However, there is no central registration system for
shareholders, and these services are carried out by the companies themselves
or by registrars located throughout Russia. These registrars are not
necessarily subject to effective state supervision, nor are they licensed
with any governmental entity, and it is possible for a Fund to lose its
registration through fraud, negligence, or even mere oversight. While each
Fund will endeavor to ensure that its interest continues to be appropriately
recorded either itself or through a custodian or other agent inspecting the
share register and by obtaining extracts of share registers through regular
confirmations, these extracts have no legal enforceability, and it is
possible that subsequent illegal amendment or other fraudulent act may
deprive the Fund of its ownership rights or improperly dilute its interests.
In addition, while applicable Russian regulations impose liability on
registrars for losses resulting from their errors, it may be difficult for
the Fund to enforce any rights it may have against the registrar or issuer of
the securities in the event of loss of share registration. Furthermore,
although a Russian public enterprise with more than 500 shareholders is
required by law to contract out the maintenance of its shareholder register
to an independent entity that meets certain criteria, in practice this
regulation has not always been strictly enforced. Because of this lack of
independence, management of a company may be able to exert considerable
influence over who can purchase and sell the company's shares by illegally
instructing the registrar to refuse to record transactions in the share
register. In addition, so-called "financial-industrial groups" have emerged
in recent years that seek to deter outside investors from interfering in the
management of companies they control. These practices may prevent a Fund from
investing in the securities of certain Russian companies deemed suitable by
the manager. Further, this also could cause a delay in the sale of Russian
company securities by a Fund if a potential purchaser is deemed unsuitable,
which may expose the Fund to potential loss on the investment.
The manager endeavors to buy and sell foreign currencies on as favorable a
basis as practicable. Some price spread on currency exchange (to cover
service charges) may be incurred, particularly when a Fund changes
investments from one country to another or when proceeds of the sale of
shares in U.S. dollars are used for the purchase of securities in foreign
countries. Also, some countries may adopt policies that would prevent the
Funds from transferring cash out of the country or withhold portions of
interest and dividends at the source. There is the possibility of cessation
of trading on national exchanges, expropriation, nationalization, or
confiscatory taxation, withholding, and other foreign taxes on income or
other amounts, foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability, or diplomatic
developments that could affect investments in securities of issuers in
foreign nations.
The Funds may be affected either favorably or unfavorably by fluctuations in
the relative rates of exchange between the currencies of different nations,
by exchange control regulations, and by indigenous economic and political
developments. Some countries in which the Funds may invest may also have
fixed or managed currencies that are not free-floating against the U.S.
dollar. Further, certain currencies may not be internationally traded.
Certain of these currencies have experienced a steady devaluation relative to
the U.S. dollar. Any devaluations in the currencies in which a Fund's
portfolio securities are denominated may have a detrimental impact on the
Fund. Through each Fund's flexible policy, management endeavors to avoid
unfavorable consequences and to take advantage of favorable developments in
particular nations where, from time to time, it places the Fund's investments.
The exercise of this flexible policy may include decisions to purchase
securities with substantial risk characteristics and other decisions such as
changing the emphasis on investments from one nation to another and from one
type of security to another. Some of these decisions may later prove
profitable and others may not. No assurance can be given that profits, if
any, will exceed losses.
The board of trustees considers at least annually the likelihood of the
imposition by any foreign government of exchange control restrictions which
would affect the liquidity of the Funds' assets maintained with custodians in
foreign countries, as well as the degree of risk from political acts of
foreign governments to which such assets may be exposed. The board of
trustees also considers the degree of risk involved through the holding of
portfolio securities in domestic and foreign securities depositories.
However, in the absence of willful misfeasance, bad faith, or gross
negligence on the part of the manager, any losses resulting from the holding
of a Fund's portfolio securities in foreign countries and/or with securities
depositories will be at the risk of the shareholders. No assurance can be
given that the appraisal of the risks by the Fund's board of trustees will
always be correct or that such exchange control restrictions or political
acts of foreign governments might not occur.
While the Health Care Fund may invest in foreign securities, it is generally
not its intention to invest in foreign equity securities of an issuer that
meets the definition in the Internal Revenue Code of a passive foreign
investment company (PFIC). However, to the extent that the Fund invests in
these securities, the Fund may be subject to both an income tax and an
additional tax in the form of an interest charge with respect to its
investment. To the extent possible, the Health Care Fund will avoid the taxes
by not investing in PFIC securities or by adopting other tax strategies for
any PFIC securities it does buy.
DEPOSITARY RECEIPTS. The Natural Resources Fund may invest in American
Depositary Receipts (ADRs), and the Communications Fund, the Health Care
Fund, the Biotechnology Fund, and the Technology Fund may invest in ADRs,
European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) of
non-U.S. issuers. Such depositary receipts are interests in a pool of a
non-U.S. company's securities that have been deposited with a bank or trust
company. The bank or trust company then sells interests in the pool to
investors in the form of depositary receipts. Depositary receipts can be
unsponsored or sponsored by the issuer of the underlying securities or by the
issuing bank or trust company.
ADRs are usually issued by an American bank or trust company and may be
registered for use in U.S. securities markets. Foreign banks or trust
companies typically issue EDRs and GDRs, although U.S. banks or trust
companies also may issue them. The Funds consider investments in depositary
receipts to be investments in the equity securities of the issuers into which
the depositary receipts may be converted.
Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. on
exchanges or over-the-counter. While ADRs do not eliminate all the risks
associated with foreign investments, by investing in ADRs rather than
directly in the stock of foreign issuers, a Fund will avoid currency risks
during the settlement period for either purchases or sales and certain
foreign securities markets trading risks. In general, there is a large,
liquid market in the U.S. for ADRs quoted on a national securities exchange
or on the Nasdaq Stock Market. The information available for ADRs is subject
to the accounting, auditing, and financial reporting standards of the U.S.
market or exchange on which they are traded, which standards are more uniform
and more exacting than those to which many foreign issuers may be subject.
Depositary receipts may be issued under sponsored or unsponsored programs. In
sponsored programs, an issuer has made arrangements to have its securities
traded in the form of depositary receipts. In unsponsored programs, the
issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs
are generally similar, in some cases it may be easier to obtain financial
information from an issuer that has participated in the creation of a
sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs, and there
may not be a correlation between such information and the market value of the
depositary receipts.
Depositary receipts reduce but do not eliminate all the risk inherent in
investing in the securities of non-U.S. issuers. To the extent that a Fund
acquires depositary receipts through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the
depositary receipt to issue and service such depositary receipts, there may
be an increased possibility that the Fund would not become aware of and be
able to respond to corporate actions such as stock splits or rights offerings
involving the foreign issuer in a timely manner.
EMERGING MARKETS. Investments by a Fund in companies domiciled or operating
in emerging countries may be subject to potentially higher risks, making
these investments more volatile, than investments in developed countries.
These risks include (i) less social, political and economic stability; (ii)
the risk that the small size of the markets for such securities and the low
or nonexistent volume of trading may result in a lack of liquidity and in
greater price volatility; (iii) the existence of certain national policies
which may restrict the Fund's investment opportunities, including
restrictions on investment in issuers or industries deemed sensitive to
national interests; (iv) foreign taxation; (v) the absence of developed legal
structures governing private or foreign investment or allowing for judicial
redress for injury to private property; (vi) the absence, until recently in
many developing countries, of a capital market structure or market-oriented
economy; and (vii) the possibility that recent favorable economic
developments in some emerging countries may be slowed or reversed by
unanticipated political or social events in such countries.
In addition, many countries in which the Fund may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some emerging countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position.
Investments in emerging countries may involve increased risks of
nationalization, expropriation and confiscatory taxation. For example, the
Communist governments of a number of Eastern European countries expropriated
large amounts of private property in the past, in many cases without adequate
compensation, and there can be no assurance that such expropriation will not
occur in the future. In the event of expropriation, the Fund could lose a
substantial portion of any investments it has made in the affected countries.
Further, no accounting standards exist in certain emerging countries.
Finally, even though the currencies of some emerging countries, such as
certain Eastern European countries may be convertible into U.S. dollars, the
conversion rates may be artificial to the actual market values and may be
adverse to the Fund's shareholders.
Repatriation, that is, the return to an investor's homeland, of investment
income, capital and proceeds of sales by foreign investors may require
governmental registration or approval in some developing countries. Delays in
or a refusal to grant any required governmental registration or approval for
such repatriation could adversely affect the Fund. Further, the economies of
emerging 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.
CURRENCY. Some of the Funds' investments may be denominated in foreign
currencies. Changes in foreign currency exchange rates will affect the value
of what the Fund owns and the Fund's share price. Generally, when the U.S.
dollar rises in value against a foreign currency, an investment in that
country loses value because that currency is worth fewer U.S. dollars.
EURO. On January 1, 1999, the European Economic and Monetary Union (EMU)
introduced a new single currency called the euro. By July 1, 2002, the euro,
which will be implemented in stages, will have replaced the national
currencies of the following member countries: Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and
Spain.
Currently, the exchange rate of the currencies of each of these countries is
fixed to the euro. The euro trades on currency exchanges and is available for
non-cash transactions. The participating countries currently issue sovereign
debt exclusively in euro. By July 1, 2002, euro-denominated bills and coins
will replace the bills and coins of the above countries.
The new European Central Bank has control over each country's monetary
policies. Therefore, the participating countries no longer control their own
monetary policies by directing independent interest rates for their
currencies. The national governments of the participating countries, however,
have retained the authority to set tax and spending policies and public debt
levels.
The change to the euro as a single currency is new and untested. It is not
possible to predict the impact of the euro on currency values or on the
business or financial condition of European countries and issuers, and
issuers in other regions, whose securities the Fund may hold, or the impact,
if any, on Fund performance. In the first six months of the euro's existence,
the exchange rates of the euro versus many of the world's major currencies
steadily declined. In this environment, U.S. and other foreign investors
experienced erosion of their investment returns on their euro-denominated
securities. The transition and the elimination of currency risk among EMU
countries may change the economic environment and behavior of investors,
particularly in European markets, but the impact of those changes cannot be
assessed at this time.
GOVERNMENT SECURITIES Securities issued or guaranteed by the U.S. government
or its agencies or instrumentalities, including U.S. Treasury bills, notes
and bonds, as well as certain agency securities and mortgage-backed
securities issued by the Government National Mortgage Association (GNMA), may
carry guarantees which are backed by the "full faith and credit" of the U.S.
government. The guarantee extends only to the payment of interest and
principal due on the securities and does not provide any protection from
fluctuations in either the securities' yield or value or to the yield or
value of the Fund's shares. Other investments in agency securities are not
necessarily backed by the "full faith and credit" of the U.S. government.
These include securities issued by the Federal National Mortgage Association
(FNMA), the Federal Home Loan Mortgage Corporation, the Student Loan
Marketing Association and the Farm Credit Bank.
The Natural Resources Fund and the Communications Fund may invest in debt
securities issued or guaranteed by foreign governments. These securities are
typically denominated in foreign currencies and are subject to the currency
fluctuation and other risks of foreign securities investments. The foreign
government securities in which the Funds intend to invest generally will
include obligations issued by national, state, or local governments or
similar political subdivisions. Foreign government securities also include
debt obligations of supranational entities, including international
organizations designed or supported by governmental entities to promote
economic reconstruction or development and international banking institutions
and related government agencies. Examples include the International Bank of
Reconstruction and Development (the World Bank), the European Investment
Bank, the Asian Development Bank and the Inter-American Development Bank.
Foreign government securities also include debt securities of
"quasi-governmental agencies" and debt securities denominated in
multinational currency units. An example of a multinational currency unit is
the European Currency Unit. A European Currency Unit represents specified
amounts of the currencies of certain of the 12-member states of the European
Economic Community. Debt securities of quasi-governmental agencies are issued
by entities owned by either a national or local government or are obligations
of a political unit that is not backed by the national government's full
faith and credit and general taxing powers. Foreign government securities
also include mortgage-related securities issued or guaranteed by national or
local governmental instrumentalities, including quasi-governmental agencies.
HEALTH CARE COMPANIES - HEALTH CARE FUND ONLY Many major developments in
health care come from companies based abroad. Thus, in the opinion of the
manager, a portfolio of only U.S. based health care companies is not
sufficiently diversified to participate in global developments and
discoveries in the field of health care. The manager believes that health
care is becoming an increasingly globalized industry and that many important
investment opportunities exist abroad. Therefore, the manager believes that a
portfolio of global securities may provide a greater potential for investment
participation in present and future opportunities that may present themselves
in the health care related industries. The manager also believes that the
U.S. health care industry may be subject to increasing regulation and
government control, thus a global portfolio may reduce the risk of a single
government's actions on the portfolio. The Health Care Fund concentrates its
investments in a limited group of related industries and is not intended to
be a complete investment program.
ILLIQUID INVESTMENTS Each Fund's policy is not to invest more than 15% of its
net assets (10% in the case of the Health Care Fund) in illiquid securities.
Illiquid securities are generally securities that cannot be sold within seven
days in the normal course of business at approximately the amount at which
the Fund has valued them. The Natural Resources Fund may invest up to 5% of
its net assets in illiquid securities the disposition of which may be subject
to legal or contractual restrictions. The Natural Resources Fund and the
Communications Fund currently intend to limit their investments in illiquid
securities, including illiquid securities with legal or contractual
restrictions on resale, except for Rule 144A restricted securities, and
including securities which are not readily marketable, to 10% of net assets.
A Fund does not consider securities that it acquires outside the U.S. and
that are publicly traded in the U.S. or in a foreign securities market to be
illiquid assets if: (a) the Fund reasonably believes it can readily dispose
of the security for cash at approximately the amount at which the Fund has
valued the security in the U.S. or foreign market, or (b) current market
quotations are readily available.
Subject to these limitations, the board of trustees has authorized each Fund
to invest in legally restricted securities (such as those issued pursuant to
an exemption from the registration requirements of the federal securities
laws) where such investments are consistent with the Fund's investment
objective and has authorized such securities to be considered liquid to the
extent the manager determines that there is a liquid institutional or other
market for the securities. An example of these securities are restricted
securities that may be freely transferred among qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended, and for
which a liquid institutional market has developed. The Fund's board of
trustees will review any determination by the manager to treat a restricted
security as a liquid security on an ongoing basis, including the manager's
assessment of current trading activity and the availability of reliable price
information. In determining whether a restricted security is properly
considered a liquid security, the manager and the Fund's board of trustees
will take into account the following factors: (i) the frequency of trades and
quotes for the security; (ii) the number of dealers willing to buy or sell
the security and the number of other potential buyers; (iii) dealer
undertakings to make a market in the security; and (iv) the nature of the
security and marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of transfer). To
the extent a Fund invests in restricted securities that are deemed liquid,
the general level of illiquidity in the Fund may increase if qualified
institutional buyers become uninterested in buying these securities or the
market for these securities contracts.
The sale of restricted or illiquid securities often requires more time and
results in higher brokerage charges or dealer discounts and other selling
expenses than the sale of securities eligible for trading on national
securities exchanges or in the OTC markets. Restricted securities often sell
at a price lower than similar securities that are not subject to restrictions
on resale.
144A SECURITIES. Subject to its liquidity limitation, each Fund may invest in
certain unregistered securities which may be sold under Rule 144A of the
Securities Act of 1933 (144A securities). Due to changing market or other
factors, 144A securities may be subject to a greater possibility of becoming
illiquid than securities that have been registered with the SEC for sale. In
addition, a Fund's purchase of 144A securities may increase the level of the
security's illiquidity, as some institutional buyers may become uninterested
in purchasing such securities after the Fund has purchased them.
LOANS OF PORTFOLIO SECURITIES To generate additional income, each Fund may
lend certain of its portfolio securities to qualified banks and
broker-dealers. These loans may not exceed 33% of the value of the Natural
Resources Fund's total assets, one third of the value of the Communications
Fund's total assets, 20% of the value of the Health Care Fund's total assets,
one third of the value of the Biotechnology Fund's total assets, or one third
of the value of the Technology Fund's total assets, measured at the time of
the most recent loan. For each loan, the borrower must maintain with the
Fund's custodian collateral (consisting of any combination of cash,
securities issued by the U.S. government and its agencies and
instrumentalities, or irrevocable letters of credit) with a value at least
equal to the current market value of the loaned securities. The Fund retains
all or a portion of the interest received on investment of the cash
collateral or receives a fee from the borrower. The Fund also continues to
receive any distributions paid on the loaned securities. The Fund may
terminate a loan at any time and obtain the return of the securities loaned
within the normal settlement period for the security involved.
Where voting rights with respect to the loaned securities pass with the
lending of the securities, the manager intends to call the loaned securities
to vote proxies, or to use other practicable and legally enforceable means to
obtain voting rights, when the manager has knowledge that, in its opinion, a
material event affecting the loaned securities will occur or the manager
otherwise believes it necessary to vote. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in collateral in
the event of default or insolvency of the borrower. A Fund will loan its
securities only to parties who meet creditworthiness standards approved by
the Fund's Board of Trustees, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the loan.
PRIVATE INVESTMENTS Consistent with their respective investment goals and
policies, the Health Care Fund and the Biotechnology Fund may from time to
time make private investments in companies whose securities are not publicly
traded. These investments typically will take the form of letter stock or
convertible preferred stock. Because these securities are not publicly
traded, there is no secondary market for the securities. The Health Care Fund
and the Biotechnology Fund will treat these securities as illiquid.
The Technology Fund may invest up to 5% of its assets in private placements,
particularly late stage private placements. Late stage private placements are
sales of securities made in non-public, unregistered transactions shortly
before a company expects to go public. The Fund may make such investments in
order to participate in companies whose initial public offerings are expected
to be "hot" issues. There is no public market for shares sold in these
private placements and it is possible that initial public offerings will
never be completed. Moreover, even after an initial public offering, there
may be a limited trading market for the securities or the Fund may be subject
to contractual limitations on its ability to sell the shares.
REITS The Natural Resources Fund may invest up to 10% of its assets in real
estate investment trusts (REITs). REITs are subject to risks related to the
skill of their management, changes in value of the properties the REITs own,
the quality of any credit extended by the REITs, and general economic and
other factors. An investment in REITs includes the possibility of a decline
in the value of real estate, risks related to general and local economic
conditions, overbuilding and increased competition, increases in property
taxes and operating expenses, changes in zoning laws, casualty or
condemnation losses, variations in rental income, changes in neighborhood
values, the appeal of properties to tenants, and increases in interest rates.
The value of securities of companies that service the real estate industry
will also be affected by these risks.
In addition, equity REITs are affected by changes in the value of the
underlying property owned by the trusts, while mortgage REITs are affected by
the quality of the properties to which they have extended credit. Equity and
mortgage REITs are dependent upon the REITs management skill. REITs may not
be diversified and are subject to the risks of financing projects.
REPURCHASE AGREEMENTS Each Fund generally will have a portion of its assets
in cash or cash equivalents for a variety of reasons, including waiting for a
suitable investment opportunity or taking a defensive position. To earn
income on this portion of its assets, the Fund may enter into repurchase
agreements. Under a repurchase agreement, the Fund agrees to buy securities
guaranteed as to payment of principal and interest by the U.S. government or
its agencies from a qualified bank or broker-dealer and then to sell the
securities back to the bank or broker-dealer after a short period of time
(generally, less than seven days) at a higher price. The bank or
broker-dealer must transfer to the Fund's custodian securities with an
initial market value of at least 102% of the dollar amount invested by the
Fund in each repurchase agreement. The manager will monitor the value of such
securities daily to determine that the value equals or exceeds the repurchase
price.
Repurchase agreements may involve risks in the event of default or insolvency
of the bank or broker-dealer, including possible delays or restrictions upon
the Fund's ability to sell the underlying securities. The Fund will enter
into repurchase agreements only with parties who meet certain
creditworthiness standards, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the repurchase transaction.
The Funds may also enter into reverse repurchase agreements. Under a reverse
repurchase agreement, a Fund agrees to sell a security in its portfolio and
then to repurchase the security at an agreed-upon price, date, and interest
payment. The Fund will maintain cash or high-grade liquid debt securities
with a value equal to the value of the Fund's obligation under the agreement,
including accrued interest, in a segregated account with the Fund's custodian
bank. The securities subject to the reverse repurchase agreement will be
marked-to-market daily. Although reverse repurchase agreements are borrowings
under the Investment Company Act of 1940, the Funds do not treat these
arrangements as borrowings under their investment restrictions so long as the
segregated account is properly maintained.
The use of repurchase agreements by a Fund involves certain risks. For
example, if the other party to a repurchase agreement defaults on its
obligation to repurchase the underlying security at a time when the value of
the security has declined, the Fund may incur a loss upon disposition of the
security. If the other party to the agreement becomes insolvent and subject
to liquidation or reorganization under the bankruptcy code or other laws, a
court may determine that the underlying security is collateral for the loan
by the Fund not within the control of the Fund, and therefore the realization
by the Fund on the collateral may be automatically stayed. Finally, it is
possible that the Fund may not be able to substantiate its interest in the
underlying security and may be deemed an unsecured creditor of the other
party to the agreement. While the manager acknowledges these risks, it is
expected that if repurchase agreements are otherwise deemed useful to the
Fund, these risks can be controlled through careful monitoring procedures.
SECURITIES INDUSTRY RELATED INVESTMENTS Securities issued by companies
engaged in securities related businesses, including companies that are
securities brokers, dealers, underwriters or investment advisers, are
considered to be part of the financial services industry. Generally, under
the Investment Company Act of 1940, as amended (the "1940 Act"), a Fund may
not acquire a security or any interest in a securities related business to
the extent such acquisition would result in the Fund acquiring in excess of
5% of a class of an issuer's outstanding equity securities or 10% of the
outstanding principal amount of an issuer's debt securities, or investing
more than 5% of the value of the Fund's total assets in securities of the
issuer. In addition, any equity security of a securities related business
must be a marginable security under Federal Reserve Board regulations and any
debt security of a securities related business must be investment grade as
determined by the Fund's board of trustees. The Funds do not believe that
these limitations will impede the attainment of their investment goals.
SHORT SALES The Biotechnology Fund may engage in two types of short sale
transactions, "naked short sales" and "short sales against the box." In a
naked short sale transaction, the Fund sells a security that it does not own
to a purchaser at a specified price. In order to complete the short sale
transaction, the Fund must (1) borrow the security to deliver the security to
the purchaser, and (2) buy the same security in the market in order to return
it to the lender. In buying the security to replace the borrowed security,
the Fund expects to buy the security in the market for less than the amount
it earned on the short sale, thereby yielding a profit. No securities will be
sold short if, after the sale, the total market value of all the
Biotechnology Fund's open naked short positions would exceed 50% of its
assets.
The Biotechnology Fund may also sell securities "short against the box"
without limit. In a short sale against the box, the Fund actually holds in
its portfolio the securities which it has sold short. In replacing the
borrowed securities in the transaction, the Fund may either buy securities in
the open market or use those in its portfolio.
STANDBY COMMITMENT AGREEMENTS The Natural Resources Fund, the Communications
Fund, and the Technology Fund may, from time to time, enter into standby
commitment agreements. These agreements commit a Fund, for a stated period of
time, to buy a stated amount of a security that may be issued and sold to the
Fund at the option of the issuer. The price and coupon of the security is
fixed at the time of the commitment. When a Fund enters into the agreement,
the Fund is paid a commitment fee, regardless of whether the security is
ultimately issued, typically equal to approximately 0.5% of the aggregate
purchase price of the security that the Fund has committed to buy. The Funds
will enter into such agreements only for the purpose of investing in the
security underlying the commitment at a yield and/or price that is considered
advantageous.
The Funds will not enter into a standby commitment with a remaining term in
excess of 45 days and will limit their investment in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments with remaining terms exceeding seven days, together with the
value of other portfolio securities deemed illiquid, will not exceed the
respective Fund's limit on holding illiquid investments, taken at the time of
acquisition of such commitment or security. Each Fund will at all times
maintain a segregated account with its custodian bank of cash, cash
equivalents, U.S. government securities, or other high grade liquid debt
securities denominated in U.S. dollars or non-U.S. currencies in an aggregate
amount equal to the purchase price of the securities underlying the
commitment.
There can be no assurance that the securities subject to a standby commitment
will be issued, and the value of the security, if issued, on the delivery
date may be more or less than its purchase price. Since the issuance of the
security underlying the commitment is at the option of the issuer, a Fund may
bear the risk of a decline in the value of the security and may not benefit
from an appreciation in the value of the security during the commitment
period.
The purchase of a security subject to a standby commitment agreement and the
related commitment fee will be recorded on the date on which the security can
reasonably be expected to be issued, and the value of the security will
thereafter be reflected in the calculation of the Fund's net asset value. The
cost basis of the security will be adjusted by the amount of the commitment
fee. In the event the security is not issued, the commitment fee will be
recorded as income on the expiration date of the standby commitment.
TEMPORARY INVESTMENTS When a Fund's manager believes market or economic
conditions are unfavorable for investors, the manager may invest up to 100%
of the Fund's assets in a temporary defensive manner or hold a substantial
portion of its assets in cash, cash equivalents or other high quality
short-term investments. Unfavorable market or economic conditions may include
excessive volatility or a prolonged general decline in the securities
markets, the securities in which the Fund normally invests, or the economies
of the countries where the Fund invests.
Temporary defensive investments generally may include U.S. government
securities, certificates of deposit, high-grade commercial paper, repurchase
agreements, and other money market equivalents. The Technology Fund may also
invest in short-term (less than twelve months to maturity) fixed-income
securities, non-U.S. current, short-term instruments denominated in non-U.S.
currencies, or medium-term (not more than five years to maturity) obligations
issued or guaranteed by the U.S. government or the governments of foreign
countries, their agencies or instrumentalities. To the extent allowed by
exemptions granted under the 1940 Act and the Fund's other investment
policies and restrictions, the manager also may invest each Fund's assets in
shares of one or more money market funds managed by the manager or its
affiliates. The manager also may invest in these types of securities or hold
cash while looking for suitable investment opportunities or to maintain
liquidity.
WHEN-ISSUED OR DELAYED DELIVERY TRANSACTIONS The Natural Resources Fund, the
Communications Fund, and the Technology Fund may buy securities on a
when-issued or delayed delivery basis. These transactions are arrangements
under which a Fund buys securities with payment and delivery scheduled for a
future time. The securities are subject to market fluctuation prior to
delivery to the Fund and generally do not earn interest until their scheduled
delivery date. Therefore, the value or yields at delivery may be more or less
than the purchase price or the yields available when the transaction was
entered into. Although the Funds will generally buy these securities on a
when-issued basis with the intention of acquiring the securities, they may
sell the securities before the settlement date if it is deemed advisable.
When a Fund is the buyer, it will maintain, in a segregated account with its
custodian bank, cash or high-grade marketable securities having an aggregate
value equal to the amount of its purchase commitments until payment is made.
In such an arrangement, the Fund relies on the seller to complete the
transaction. The seller's failure to do so may cause the Fund to miss a price
or yield considered advantageous. The Funds are not subject to any percentage
limit on the amount of their assets that may be invested in when-issued
purchase obligations. To the extent a Fund engages in when-issued and delayed
delivery transactions, it will do so only for the purpose of acquiring
portfolio securities consistent with its investment objective and policies,
and not for the purpose of investment leverage.
OFFICERS AND TRUSTEES
Franklin Strategic Series (the "Trust") has a board of trustees. The board is
responsible for the overall management of the Trust, including general
supervision and review of each Fund's investment activities. The board, in
turn, elects the officers of the Trust who are responsible for administering
the Trust's day-to-day operations. The board also monitors each Fund to
ensure no material conflicts exist among share classes. While none is
expected, the board will act appropriately to resolve any material conflict
that may arise.
The name, age and address of the officers and board members, as well as their
affiliations, positions held with the Trust, and principal occupations during
the past five years are shown below.
Frank H. Abbott, III (79)
1045 Sansome Street, San Francisco, CA 94111
TRUSTEE
President and Director, Abbott Corporation (an investment company); director
or trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) (until 1996) and Vacu-Dry Co. (food processing)
(until 1996).
Harris J. Ashton (68)
191 Clapboard Ridge Road, Greenwich, CT 06830
TRUSTEE
Director, RBC Holdings, Inc. (bank holding company) and Bar-S Foods (meat
packing company); director or trustee, as the case may be, of 48 of the
investment companies in Franklin Templeton Investments; and formerly,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers) (until 1998).
*Harmon E. Burns (55)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin Investment Advisory Services, Inc., Franklin/Templeton
Investor Services, Inc. and Franklin Templeton Services, Inc.; and officer
and/or director or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 52 of the investment
companies in Franklin Templeton Investments.
S. Joseph Fortunato (68)
Park Avenue at Morris County, P.O. Box 1945
Morristown, NJ 07962-1945
TRUSTEE
Member of the law firm of Pitney, Hardin, Kipp & Szuch; and director or
trustee, as the case may be, of 50 of the investment companies in Franklin
Templeton Investments.
Edith E. Holiday (48)
3239 38th Street, N.W., Washington, DC 20016
TRUSTEE
Director, Amerada Hess Corporation (exploration and refining of oil and gas)
(1993-present), Hercules Incorporated (chemicals, fibers and resins)
(1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J.
Heinz Company (processed foods and allied products) (1994-present) and RTI
International Metals, Inc. (manufacture and distribution of titanium) (July
1999-present); director or trustee, as the case may be, of 25 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
Assistant to the President of the United States and Secretary of the Cabinet
(1990-1993), General Counsel to the United States Treasury Department
(1989-1990), and Counselor to the Secretary and Assistant Secretary for
Public Affairs and Public Liaison-United States Treasury Department
(1988-1989).
*Charles B. Johnson (67)
777 Mariners Island Blvd., San Mateo, CA 94404
CHAIRMAN OF THE BOARD AND TRUSTEE
Chairman of the Board, Chief Executive Officer, Member - Office of the
Chairman and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Investment Advisory Services, Inc.; Vice President,
Franklin Templeton Distributors, Inc.; Director, Franklin/Templeton Investor
Services, Inc. and Franklin Templeton Services, Inc.; officer and/or director
or trustee, as the case may be, of most of the other subsidiaries of Franklin
Resources, Inc. and of 49 of the investment companies in Franklin Templeton
Investments.
*Rupert H. Johnson, Jr. (60)
777 Mariners Island Blvd., San Mateo, CA 94404
PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Director, Franklin Advisers, Inc., Franklin Investment
Advisory Services, Inc. and Franklin/Templeton Investor Services, Inc.;
Senior Vice President, Franklin Advisory Services, LLC; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 52 of the investment companies in Franklin
Templeton Investments.
Frank W.T. LaHaye (71)
20833 Stevens Creek Blvd., Suite 102
Cupertino, CA 95014
TRUSTEE
Chairman, Peregrine Venture Management Company (venture capital); Director,
The California Center for Land Recycling (redevelopment); director or
trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, General Partner, Miller & LaHaye and
Peregrine Associates, the general partners of Peregrine Venture funds.
Gordon S. Macklin (72)
8212 Burning Tree Road, Bethesda, MD 20817
TRUSTEE
Director, Martek Biosciences Corporation, WorldCom, Inc. (communications
services), MedImmune, Inc. (biotechnology), Overstock.com (internet
services), White Mountains Insurance Group, Ltd. (holding company) and
Spacehab, Inc. (aerospace services); director or trustee, as the case may be,
of 48 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Chairman, White River Corporation (financial services) (until 1998)
and Hambrecht & Quist Group (investment banking) (until 1992), and President,
National Association of Securities Dealers, Inc. (until 1987).
Martin L. Flanagan (40)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
President, Member - Office of the President, Chief Financial Officer and
Chief Operating Officer, Franklin Resources, Inc.; Executive Vice President
and Director, Franklin/Templeton Investor Services, Inc.; President and Chief
Financial Officer, Franklin Mutual Advisers, LLC; Executive Vice President,
Chief Financial Officer and Director, Templeton Worldwide, Inc.; Executive
Vice President, Chief Operating Officer and Director, Templeton Investment
Counsel, Inc.; Executive Vice President, Franklin Advisers, Inc. and Franklin
Investment Advisory Services, Inc.; Chief Financial Officer, Franklin
Advisory Services, LLC; Chairman and Director, Franklin Templeton Services,
Inc.; officer and/or director of some of the other subsidiaries of Franklin
Resources, Inc.; and officer and/or director or trustee, as the case may be,
of 52 of the investment companies in Franklin Templeton Investments.
David P. Goss (53)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Counsel, Franklin Resources, Inc; President, Chief Executive Officer and
Director, Franklin Select Realty Trust, Property Resources, Inc., Property
Resources Equity Trust, Franklin Real Estate Management, Inc. and Franklin
Properties, Inc.; officer and director of some of the other subsidiaries of
Franklin Resources, Inc.; officer of 53 of the investment companies in
Franklin Templeton Investments; and FORMERLY, President, Chief Executive
Officer and Director, Franklin Real Estate Income Fund and Franklin Advantage
Real Estate Income Fund (until 1996).
Barbara J. Green (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Vice President and Deputy General Counsel, Franklin Resources, Inc.; Senior
Vice President, Templeton Worldwide, Inc. and Templeton Global Investors,
Inc.; officer of 53 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Deputy Director, Division of Investment
Management, Executive Assistant and Senior Advisor to the Chairman, Counselor
to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and
Exchange Commission (1986-1995), Attorney, Rogers & Wells (until 1986), and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
Edward B. Jamieson (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.;
officer of other subsidiaries of Franklin Resources, Inc.; and officer and
trustee of five of the investment companies in Franklin Templeton Investments.
Charles E. Johnson (44)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
President, Member - Office of the President and Director, Franklin Resources,
Inc.; Senior Vice President, Franklin Templeton Distributors, Inc.; President
and Director, Templeton Worldwide, Inc. and Franklin Advisers, Inc.;
Director, Templeton Investment Counsel, Inc.; President, Franklin Investment
Advisory Services, Inc.; officer and/or director of some of the other
subsidiaries of Franklin Resources, Inc.; and officer and/or director or
trustee, as the case may be, of 33 of the investment companies in Franklin
Templeton Investments.
Edward V. McVey (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Senior Vice President, Franklin Templeton Distributors, Inc.; officer of one
of the other subsidiaries of Franklin Resources, Inc. and of 29 of the
investment companies in Franklin Templeton Investments.
Christopher J. Molumphy (38)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President, Franklin Advisers, Inc.
Kimberley Monasterio (36)
777 Mariners Island Blvd., San Mateo, CA 94404
TREASURER AND PRINCIPAL ACCOUNTING OFFICER
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33
of the investment companies in Franklin Templeton Investments.
Murray L. Simpson (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND SECRETARY
Executive Vice President and General Counsel, Franklin Resources, Inc.;
officer and/or director of some of the subsidiaries of Franklin Resources,
Inc.; officer of 53 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until January 2000)
and Director, Templeton Asset Management Ltd. (until 1999).
*This board member is considered an "interested person" under federal
securities laws.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the
father and uncle, respectively, of Charles E. Johnson.
The Trust pays noninterested board members $1,575 for each of the Trust's
eight regularly scheduled meetings plus $1,050 per meeting attended. Board
members who serve on the audit committee of the Trust and other funds in
Franklin Templeton Investments receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Trust. Members of a
committee are not compensated for any committee meeting held on the day of a
board meeting. Noninterested board members also may serve as directors or
trustees of other funds in Franklin Templeton Investments and may receive
fees from these funds for their services. The fees payable to noninterested
board members by the Trust are subject to reductions resulting from fee caps
limiting the amount of fees payable to board members who serve on other
boards within Franklin Templeton Investments. The following table provides
the total fees paid to noninterested board members by the Trust and by
Franklin Templeton Investments.
NUMBER OF
TOTAL FEES BOARDS IN
RECEIVED FROM FRANKLIN
TOTAL FEES FRANKLIN TEMPLETON
RECEIVED FROM TEMPLETON INVESTMENTS
THE TRUST 1 INVESTMENTS 2 ON WHICH
NAME ($) ($) EACH SERVES 3
-----------------------------------------------------------------
Frank H. Abbott, III 17,603 156,060 28
Harris J. Ashton 17,770 363,165 48
S. Joseph Fortunato 16,625 363,238 50
Edith E. Holiday 22,050 237,265 25
Frank W.T. LaHaye 16,553 156,060 28
Gordon S. Macklin 17,770 363,165 48
1. For the fiscal year ended April 30, 2000.
2. For the calendar year ended December 31, 1999.
3. We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. This number does not include the
total number of series or funds within each investment company for which the
board members are responsible. Franklin Templeton Investments currently
includes 52 registered investment companies, with approximately 157 U.S.
based funds or series.
Noninterested board members are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in
Franklin Templeton Investments for which they serve as director or trustee.
No officer or board member received any other compensation, including pension
or retirement benefits, directly or indirectly from the Fund or other funds
in Franklin Templeton Investments. Certain officers or board members who are
shareholders of Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to
its subsidiaries.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board
member invest one-third of fees received for serving as a director or trustee
of a Templeton fund in shares of one or more Templeton funds and one-third of
fees received for serving as a director or trustee of a Franklin fund in
shares of one or more Franklin funds until the value of such investments
equals or exceeds five times the annual fees paid such board member.
Investments in the name of family members or entities controlled by a board
member constitute fund holdings of such board member for purposes of this
policy, and a three year phase-in period applies to such investment
requirements for newly elected board members. In implementing such policy, a
board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.
MANAGEMENT AND OTHER SERVICES
MANAGER AND SERVICES PROVIDED Each Fund's manager is Franklin Advisers, Inc.
(Advisers). The manager is a wholly owned subsidiary of Franklin Resources,
Inc. (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.
The manager provides investment research and portfolio management services,
and selects the securities for a Fund to buy, hold or sell. The manager also
selects the brokers who execute each Fund's portfolio transactions. The
manager provides periodic reports to the board, which reviews and supervises
the manager's investment activities. To protect the Funds, the manager and
its officers, directors and employees are covered by fidelity insurance.
The manager and its affiliates manage numerous other investment companies and
accounts. The manager may give advice and take action with respect to any of
the other funds it manages, or for its own account, that may differ from
action taken by the manager on behalf of a Fund. Similarly, with respect to
each Fund, the manager is not obligated to recommend, buy or sell, or to
refrain from recommending, buying or selling any security that the manager
and access persons, as defined by applicable federal securities laws, may buy
or sell for its or their own account or for the accounts of any other fund.
The manager is not obligated to refrain from investing in securities held by
a Fund or other funds it manages.
Each Fund, its manager and principal underwriter have each adopted a code of
ethics, as required by federal securities laws. Under the code of ethics,
employees who are designated as access persons may engage in personal
securities transactions, including transactions involving securities that are
being considered for the Funds or that are currently held by a Fund, subject
to certain general restrictions and procedures. The personal securities
transactions of access persons of the Funds, their manager and principal
underwriter will be governed by the code of ethics. The code of ethics is on
file with, and available from, the U.S. Securities and Exchange Commission
(SEC).
MANAGEMENT FEES Each Fund(except the Technology Fund)pays the manager a fee
equal to an annual rate of:
o 0.625 of 1% of the value of average daily net assets up to and including
$100 million;
o 0.50 of 1% of the value of average daily net assets over $100 million up
to and including $250 million;
o 0.45 of 1% of the value of average daily net assets over $250 million up
to and including $10 billion;
o 0.44 of 1% of the value of average daily net assets over $10 billion up
to and including $12.5 billion;
o 0.42 of 1% of the value of average daily net assets over $12.5 billion
up to and including $15 billion; and
o 0.40 of 1% of the value of average daily net assets over $15 billion.
The Franklin Technology Fund pays the manager a fee equal to an annual rate
of:
o 0.550% of the value of net assets, up to and including $500 million;
o 0.450% of the value of net assets over $500 million, up to and including
$1 billion;
o 0.400% of the value of net assets over $1 billion, up to and including
$1.5 billion;
o 0.350% of the value of net assets over $1.5 billion, up to and including
$6.5 billion;
o 0.325% of the value of net assets over $6.5 billion, up to and including
$11.5 billion;
o 0.300% of the value of net assets over $11.5 billion, up to and
including $16.5 billion;
o 0.290% of the value of net assets over $16.5 billion, up to and
including $19 billion;
o 0.280% of the value of net assets over $19 billion, up to and including
$21.5 billion; and
o 0.270% of the value of net assets over $21.5 billion.
The fee is computed at the close of business on the last business day of each
month according to the terms of the management agreement. Each class of the
Funds' shares pays its proportionate share of the fee.
For the last three fiscal years ended April 30, the Funds paid the following
management fees:
MANAGEMENT FEES PAID ($)
2000 1999 1998
--------------------------------------------------------
Biotechnology Discovery
Fund 1,623,755 445,914 161,268 1
Technology Fund - - -
Health Care Fund2 559,398 824,463 1,141,626
Natural Resources Fund3 69,739 52,805 159,204
Communications Fund4 1,373,485 1,225,638 1,179,477
1. For the period September 15, 1997 (effective date), to April 30, 1998,
management fees, before any advance waiver, totaled $196,583. Under an
agreement by the manager to waive or limit its fees, the Fund paid the
management fees shown.
2. For the fiscal year ended April 30, 2000, management fees, before any
advance waiver, totaled $570,122. Under an agreement by the manager to reduce
its fees to reflect reduced services resulting from the Fund's investment in
a Franklin Templeton money fund, the Fund paid the management fees shown.
3. For the fiscal years ended April 30, 2000, 1999 and 1998, management fees,
before any advance waiver totaled $264,844, $256,117 and $357,984,
respectively. Under an agreement by the manager to limit its fees and to
reduce its fees to reflect reduced services resulting from the Fund's
investment in a Franklin Templeton, money fund, the Fund paid the management
fees shown.
4. For the fiscal year ended April 30, 2000, management fees, before any
advance waiver, totaled $1,436,190. Under an agreement by the manager to
reduce its fees to reflect reduced services resulting from the Fund's
investment in a Franklin Templeton money fund, the Fund paid the management
fees shown.
ADMINISTRATOR AND SERVICES PROVIDED Franklin Templeton Services, Inc. (FT
Services) has an agreement with Biotechnology Discovery Fund and the manager,
on behalf of Technology Fund, Health Care Fund, Natural Resources Fund and
Communications Fund, to provide certain administrative services and
facilities for the Funds. FT Services is wholly owned by Resources and is an
affiliate of the Funds' manager and principal underwriter.
The administrative services FT Services provides include preparing and
maintaining books, records, and tax and financial reports, and monitoring
compliance with regulatory requirements.
ADMINISTRATION FEES Biotechnology Discovery Fund and the manager (on behalf
of the remaining funds) pay FT Services a monthly fee equal to an annual rate
of:
o 0.15% of a fund's average daily net assets up to $200 million;
o 0.135% of average daily net assets over $200 million up to $700 million;
o 0.10% of average daily net assets over $700 million up to $1.2 billion;
and
o 0.075% of average daily net assets over $1.2 billion.
Technology Fund pays FT Services a monthly fee equal to an annual rate of
0.20% of its average net assets.
During the last three fiscal years ended April 30, Biotechnology Discovery
Fund, Technology Fund and the manager (on behalf of the remaining funds) paid
FT Services the following administration fees:
ADMINISTRATION FEES PAID ($)
2000 1999 1998
--------------------------------------------------------
Biotechnology Discovery
Fund 459,752 108,947 47,508 1
Technology Fund - - -
Health Care Fund 137,694 209,933 303,965
Natural Resources Fund 63,382 61,469 85,915
Communications Fund 387,287 327,173 314,531
1. For the period September 15, 1997 (effective date), to April 30, 1998.
SHAREHOLDER SERVICING AND TRANSFER AGENT Franklin/Templeton Investor
Services, Inc. (Investor Services) is the Funds' shareholder servicing agent
and acts as the Funds' transfer agent and dividend-paying agent. Investor
Services is located at 777 Mariners Island Blvd., San Mateo, CA 94404. Please
send all correspondence to Investor Services to P.O. Box 997151, Sacramento,
CA 95899-9983.
For its services, Investor Services receives a fixed fee per account. Each
Fund also will reimburse Investor Services for certain out-of-pocket
expenses, which may include payments by Investor Services to entities,
including affiliated entities, that provide sub-shareholder services,
recordkeeping and/or transfer agency services to beneficial owners of the
Fund. The amount of reimbursements for these services per benefit plan
participant Fund account per year will not exceed the per account fee payable
by the Fund to Investor Services in connection with maintaining shareholder
accounts.
CUSTODIAN Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, NY 10286, acts as custodian of the Funds' securities and other assets.
AUDITOR PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA
94105, is the Funds' independent auditor. The auditor gives an opinion on the
financial statements included in the Trust's Annual Report to Shareholders
and reviews the Trust's registration statement filed with the SEC.
PORTFOLIO TRANSACTIONS
The manager selects brokers and dealers to execute the Funds' portfolio
transactions in accordance with criteria set forth in the management
agreement and any directions that the board may give.
When placing a portfolio transaction, the manager seeks to obtain prompt
execution of orders at the most favorable net price. For portfolio
transactions on a securities exchange, the amount of commission paid is
negotiated between the manager and the broker executing the transaction. The
determination and evaluation of the reasonableness of the brokerage
commissions paid are based to a large degree on the professional opinions of
the persons responsible for placement and review of the transactions. These
opinions are based on the experience of these individuals in the securities
industry and information available to them about the level of commissions
being paid by other institutional investors of comparable size. The manager
will ordinarily place orders to buy and sell over-the-counter securities on a
principal rather than agency basis with a principal market maker unless, in
the opinion of the manager, a better price and execution can otherwise be
obtained. Purchases of portfolio securities from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers will include a spread between the bid and ask price.
The manager may pay certain brokers commissions that are higher than those
another broker may charge, if the manager determines in good faith that the
amount paid is reasonable in relation to the value of the brokerage and
research services it receives. This may be viewed in terms of either the
particular transaction or the manager's overall responsibilities to client
accounts over which it exercises investment discretion. The services that
brokers may provide to the manager include, among others, supplying
information about particular companies, markets, countries, or local,
regional, national or transnational economies, statistical data, quotations
and other securities pricing information, and other information that provides
lawful and appropriate assistance to the manager in carrying out its
investment advisory responsibilities. These services may not always directly
benefit the Fund. They must, however, be of value to the manager in carrying
out its overall responsibilities to its clients.
It is not possible to place a dollar value on the special executions or on
the research services the manager receives from dealers effecting
transactions in portfolio securities. The allocation of transactions to
obtain additional research services allows the manager to supplement its own
research and analysis activities and to receive the views and information of
individuals and research staffs of other securities firms. As long as it is
lawful and appropriate to do so, the manager and its affiliates may use this
research and data in their investment advisory capacities with other clients.
If the Funds' officers are satisfied that the best execution is obtained, the
sale of Fund shares, as well as shares of other funds in Franklin Templeton
Investments, also may be considered a factor in the selection of
broker-dealers to execute the Fund's portfolio transactions.
Because Franklin Templeton Distributors, Inc. (Distributors) is a member of
the National Association of Securities Dealers, Inc., it may sometimes
receive certain fees when the Funds tender portfolio securities pursuant to a
tender-offer solicitation. To recapture brokerage for the benefit of the
Funds, any portfolio securities tendered by a Fund will be tendered through
Distributors if it is legally permissible to do so. In turn, the next
management fee payable to the manager will be reduced by the amount of any
fees received by Distributors in cash, less any costs and expenses incurred
in connection with the tender.
If purchases or sales of securities of the Funds and one or more other
investment companies or clients supervised by the manager are considered at
or about the same time, transactions in these securities will be allocated
among the several investment companies and clients in a manner deemed
equitable to all by the manager, taking into account the respective sizes of
the funds and the amount of securities to be purchased or sold. In some cases
this procedure could have a detrimental effect on the price or volume of the
security so far as the Funds are concerned. In other cases it is possible
that the ability to participate in volume transactions may improve execution
and reduce transaction costs to the Funds.
During the last three fiscal years ended April 30, the Funds paid the
following brokerage commissions:
BROKERAGE COMMISSIONS PAID ($)
2000 1999 1998
----------------------------------------------------------------
Biotechnology Discovery
Fund 140,445 28,350 61,003 1
Technology Fund - - -
Health Care Fund 192,282 246,149 178,330
Natural Resources Fund 143,263 143,235 154,303
Communications Fund 606,563 468,206 229,415
1. For the period September 15, 1997, through April 30, 1998.
For the fiscal year ended April 30, 2000, the Funds paid brokerage
commissions from aggregate portfolio transactions to brokers who provided
research services as follows:
AGGREGATE
BROKERAGE PORTFOLIO
COMMISSIONS TRANSACTIONS
($) ($)
Biotechnology Discovery Fund 183,679 66,442,055
Technology Fund - -
Health Care Fund 0 0
Natural Resources Fund 91,734 38,085,772
Communications Fund 33,924 13,857,383
As of April 30, 2000, the Funds owned securities issued by Merrill Lynch
Pierce Fenner & Smith, Inc. valued in the aggregate at $1,139,000.00. Except
as noted, the Funds did not own any securities issued by their regular
broker-dealers as of the end of the fiscal year.
Because the Funds may, from time to time, invest in broker-dealers, it is
possible that a Fund will own more than 5% of the voting securities of one or
more broker-dealers through whom the Fund places portfolio brokerage
transactions. In such circumstances, the broker-dealer would be considered an
affiliated person of the Fund. To the extent the Fund places brokerage
transactions through such a broker-dealer at a time when the broker-dealer is
considered to be an affiliate of the Fund, the Fund will be required to
adhere to certain rules relating to the payment of commissions to an
affiliated broker-dealer. These rules require the Fund to adhere to
procedures adopted by the board relating to ensuring that the commissions
paid to such broker-dealers do not exceed what would otherwise be the usual
and customary brokerage commissions for similar transactions.
DISTRIBUTIONS AND TAXES
The Funds calculate dividends and capital gains the same way for each class.
The amount of any income dividends per share will differ, however, generally
due to the difference in the distribution and service (Rule 12b-1) fees of
each class. Distributions are subject to approval by the board. The Funds do
not pay "interest" or guarantee any fixed rate of return on an investment in
their shares.
DISTRIBUTIONS OF NET INVESTMENT INCOME The Funds receive income generally in
the form of dividends and interest on their investments. This income, less
expenses incurred in the operation of a Fund, constitutes a Fund's net
investment income from which dividends may be paid to you. Any distributions
by a Fund from such income will be taxable to you as ordinary income, whether
you receive them in cash or in additional shares.
DISTRIBUTIONS OF CAPITAL GAINS The Funds may derive capital gains and losses
in connection with sales or other dispositions of their portfolio securities.
Distributions from net short-term capital gains will be taxable to you as
ordinary income. Distributions from net long-term capital gains will be
taxable to you as long-term capital gain, regardless of how long you have
held your shares in a Fund. Any net capital gains realized by a Fund
generally will be distributed once each year, and may be distributed more
frequently, if necessary, to reduce or eliminate excise or income taxes on a
Fund.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
capital gain distributions from a Fund's sale of securities held for more
than five years may be subject to a reduced rate of tax.
EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS Most foreign exchange gains
realized on the sale of debt securities are treated as ordinary income by a
Fund. Similarly, foreign exchange losses realized on the sale of debt
securities generally are treated as ordinary losses. These gains when
distributed will be taxable to you as ordinary income, and any losses will
reduce a Fund's ordinary income otherwise available for distribution to you.
This treatment could increase or decrease a Fund's ordinary income
distributions to you, and may cause some or all of a Fund's previously
distributed income to be classified as a return of capital.
A Fund may be subject to foreign withholding taxes on income from certain
foreign securities. This, in turn, could reduce ordinary income distributions
to you. If more than 50% of a Fund's total assets at the end of the fiscal
year are invested in securities of foreign corporations, a Fund may elect to
pass through to you your pro rata share of foreign taxes paid by the Fund. If
this election is made, the year-end statement you receive from a Fund will
show more taxable income than was actually distributed to you. However, you
will be entitled to either deduct your share of such taxes in computing your
taxable income or (subject to limitations) claim a foreign tax credit for
such taxes against your U.S. federal income tax. A Fund will provide you with
the information necessary to complete your individual income tax return if it
makes this election.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS The Funds will inform you
of the amount of your ordinary income dividends and capital gain
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each
calendar year. If you have not held Fund shares for a full year, a Fund may
designate and distribute to you, as ordinary income or capital gain, a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the Fund.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY The Technology Fund
intends to elect and qualify during the current fiscal year to be treated as
a regulated investment company under Subchapter M of the Internal Revenue
Code (Code). The Biotechnology Discovery Fund, Health Care Fund,
Communications Fund and Natural Resources Fund have elected to be treated as
regulated investment companies under Subchapter M of the Code, have qualified
as such for their most recent fiscal years, and intend to so qualify during
the current fiscal year. As regulated investment companies, the Funds
generally pay no federal income tax on the income and gains they distribute
to you. The board reserves the right not to maintain the qualification of a
Fund as a regulated investment company if it determines such course of action
to be beneficial to shareholders. In such case, a Fund will be subject to
federal, and possibly state, corporate taxes on its taxable income and gains,
and distributions to you will be taxed as ordinary dividend income to the
extent of such Fund's earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENTS To avoid federal excise taxes, the Code
requires a Fund to distribute to you by December 31 of each year, at a
minimum, the following amounts: 98% of its taxable ordinary income earned
during the calendar year; 98% of its capital gain net income earned during
the twelve month period ending October 31; and 100% of any undistributed
amounts from the prior year. Each Fund intends to declare and pay these
distributions in December (or to pay them in January, in which case you must
treat them as received in December) but can give no assurances that its
distributions will be sufficient to eliminate all taxes.
REDEMPTION OF FUND SHARES Redemptions (including redemptions in kind) and
exchanges of Fund shares are taxable transactions for federal and state
income tax purposes. If you redeem your Fund shares, or exchange your Fund
shares for shares of a different Franklin Templeton fund, the IRS will
require that you report any gain or loss on your redemption or exchange. If
you hold your shares as a capital asset, the gain or loss that you realize
will be capital gain or loss and will be long-term or short-term, generally
depending on how long you hold your shares.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
gain from the sale of Fund shares held for more than five years may be
subject to a reduced rate of tax.
Any loss incurred on the redemption or exchange of shares held for six months
or less will be treated as a long-term capital loss to the extent of any
long-term capital gains distributed to you by a Fund on those shares. All or
a portion of any loss that you realize upon the redemption of your Fund
shares will be disallowed to the extent that you buy other shares in such
Fund (through reinvestment of dividends or otherwise) within 30 days before
or after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you buy.
DEFERRAL OF BASIS If you redeem some or all of your shares in a Fund, and
then reinvest the sales proceeds in such Fund or in another Franklin
Templeton fund within 90 days of buying the original shares, the sales charge
that would otherwise apply to your reinvestment may be reduced or eliminated.
The IRS will require you to report any gain or loss on the redemption of your
original shares in a Fund. In doing so, all or a portion of the sales charge
that you paid for your original shares in a Fund will be excluded from your
tax basis in the shares sold (for the purpose of determining gain or loss
upon the sale of such shares). The portion of the sales charge excluded will
equal the amount that the sales charge is reduced on your reinvestment. Any
portion of the sales charge excluded from your tax basis in the shares sold
will be added to the tax basis of the shares you acquire from your
reinvestment.
U.S. GOVERNMENT SECURITIES States grant tax-free status to dividends paid to
you from interest earned on certain U.S. government securities, subject in
some states to minimum investment or reporting requirements that must be met
by a Fund. Investments in Government National Mortgage Association or Federal
National Mortgage Association securities, bankers' acceptances, commercial
paper and repurchase agreements collateralized by U.S. government securities
generally do not qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS If you are a corporate
shareholder, you should note that 10.29% of the dividends paid by the
Franklin Global Communications Fund, and 100% of the dividends the Franklin
Natural Resources Fund for the most recent fiscal year qualified for the
dividends-received deduction. The Franklin Technology Fund anticipates that a
portion of the dividends it pays will qualify for the dividends-received
deduction. You may be allowed to deduct these qualified dividends, thereby
reducing the tax that you would otherwise be required to pay on these
dividends. The dividends-received deduction will be available only with
respect to dividends designated by a Fund as eligible for such treatment. All
dividends (including the deducted portion) must be included in your
alternative minimum taxable income calculation.
INVESTMENT IN COMPLEX SECURITIES The Funds may invest in complex securities.
These investments may be subject to numerous special and complex tax rules.
These rules could affect whether gains and losses recognized by a Fund are
treated as ordinary income or capital gain, accelerate the recognition of
income to a Fund (possibly causing a Fund to sell securities to raise the
cash for necessary distributions) and/or defer a Fund's ability to recognize
losses, and, in limited cases, subject a Fund to U.S. federal income tax on
income from certain foreign securities. These rules may affect the amount,
timing or character of the income distributed to you by a Fund.
ORGANIZATION, VOTING RIGHTS AND PRINCIPAL HOLDERS
Each Fund is a nondiversified series of Franklin Strategic Series (the
Trust), an open-end management investment company, commonly called a mutual
fund. The Trust was organized as a Delaware business trust on January 25,
1991, and is registered with the SEC.
Biotechnology Discovery Fund currently offers one class of shares, Class A.
Technology Fund currently offers four classes of shares, Class A, Class B,
Class C and Advisor Class. Health Care Fund and Communications Fund currently
offer three classes of shares, Class A, Class B, and Class C and Natural
Resources Fund offers two classes of shares, Class A and Advisor Class. The
Funds may offer additional classes of shares in the future. The full title of
each class is:
o Franklin Biotechnology Discovery Fund - Class A
o Franklin Technology Fund - Class A
o Franklin Technology Fund - Class B
o Franklin Technology Fund - Class C
o Franklin Technology Fund - Advisor Class
o Franklin Global Health Care Fund - Class A
o Franklin Global Health Care Fund - Class B
o Franklin Global Health Care Fund - Class C
o Franklin Global Communications Fund - Class A
o Franklin Global Communications Fund - Class B
o Franklin Global Communications Fund - Class C
o Franklin Natural Resources Fund - Class A
o Franklin Natural Resources Fund - Advisor Class
Shares of each class represent proportionate interests in each Fund's assets.
On matters that affect each Fund as a whole, each class has the same voting
and other rights and preferences as any other class. On matters that affect
only one class, only shareholders of that class may vote. Each class votes
separately on matters affecting only that class, or expressly required to be
voted on separately by state or federal law. Shares of each class of a series
have the same voting and other rights and preferences as the other classes
and series of the Trust for matters that affect the Trust as a whole.
Additional series may be offered in the future.
The Trust has noncumulative voting rights. For board member elections, 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 Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may be called by the board to consider the
removal of a board member if requested in writing by shareholders holding at
least 10% of the outstanding shares. In certain circumstances, we are
required to help you communicate with other shareholders about the removal of
a board member. A special meeting also may be called by the board in its
discretion.
As of June 8, 2000, the principal shareholders of the Funds, beneficial or of
record, were:
PERCENTAGE
NAME AND ADDRESS SHARE CLASS (%)
TECHNOLOGY FUND
Franklin Resources, Inc. Class B 7.46
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
Franklin Resources, Inc. Class C 5.47
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
Franklin Resources, Inc. Advisor Class 31.92
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
GLOBAL HEALTH CARE FUND
PaineWebber for the Benefit of Class B 6.16
Keith Gordon
Roberta Gordon JTWROS
1960 Partridge Lane
Highland Park, IL 60035-2133
Note: Charles B. Johnson and Rupert H. Johnson, Jr., who are officers and/or
trustees of the Trust, may be considered beneficial holders of the Fund
shares held by Franklin Resources, Inc. (Resources). As principal
shareholders of Resources, they may be able to control the voting of
Resources' shares of the Fund.
From time to time, the number of Fund shares held in the "street name"
accounts of various securities dealers for the benefit of their clients or in
centralized securities depositories may exceed 5% of the total shares
outstanding.
As of June 8, 2000, the officers and board members, as a group, owned of
record and beneficially less than 1% of the outstanding shares of each class.
The board members may own shares in other funds in Franklin Templeton
Investments.
BUYING AND SELLING SHARES
The Funds continuously offer their shares through securities dealers who have
an agreement with Franklin Templeton Distributors, Inc. (Distributors). A
securities dealer includes any financial institution that, either directly or
through affiliates, has an agreement with Distributors to handle customer
orders and accounts with the Funds. This reference is for convenience only
and does not indicate a legal conclusion of capacity. Banks and financial
institutions that sell shares of the Funds may be required by state law to
register as securities dealers.
For investors outside the U.S., the offering of Fund shares may be limited in
many jurisdictions. An investor who wishes to buy shares of the Funds should
determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to
obtain information on the rules applicable to these transactions.
All checks, drafts, wires and other payment mediums used to buy or sell
shares of the Funds must be denominated in U.S. dollars. We may, in our sole
discretion, either (a) reject any order to buy or sell shares denominated in
any other currency or (b) honor the transaction or make adjustments to your
account for the transaction as of a date and with a foreign currency exchange
factor determined by the drawee bank. We may deduct any applicable banking
charges imposed by the bank from your account.
When you buy shares, if you submit a check or a draft that is returned unpaid
to a Fund we may impose a $10 charge against your account for each returned
item.
If you buy shares through the reinvestment of dividends, the shares will be
purchased at the net asset value determined on the business day following the
dividend record date (sometimes known as the "ex-dividend date"). The
processing date for the reinvestment of dividends may vary and does not
affect the amount or value of the shares acquired.
INITIAL SALES CHARGES The maximum initial sales charge is 5.75% for Class A
and 1% for Class C. There is no initial sales charge for Class B.
The initial sales charge for Class A shares may be reduced for certain large
purchases, as described in the prospectus. We offer several ways for you to
combine your purchases in Franklin Templeton funds to take advantage of the
lower sales charges for large purchases. Franklin Templeton funds include the
U.S. registered mutual funds in Franklin Templeton Investments except
Franklin Templeton Variable Insurance Products Trust and Templeton Capital
Accumulator Fund, Inc.
CUMULATIVE QUANTITY DISCOUNT. For purposes of calculating the sales charge on
Class A shares, you may combine the amount of your current purchase with the
cost or current value, whichever is higher, of your existing shares in
Franklin Templeton funds. You also may combine the shares of your spouse,
children under the age of 21 or grandchildren under the age of 21. If you are
the sole owner of a company, you also may add any company accounts, including
retirement plan accounts. Companies with one or more retirement plans may add
together the total plan assets invested in Franklin Templeton funds to
determine the sales charge that applies.
LETTER OF INTENT (LOI). You may buy Class A shares at a reduced sales charge
by completing the letter of intent section of your account 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. By completing the letter of intent section of the
application, you acknowledge and agree to the following:
o You authorize Distributors to reserve 5% of your total intended purchase
in Class A shares registered in your name until you fulfill your LOI. Your
periodic statements will include the reserved shares in the total shares
you own, and we will pay or reinvest dividend and capital gain
distributions on the reserved shares according to the distribution option
you have chosen.
o You give Distributors a security interest in the reserved shares and
appoint Distributors as attorney-in-fact.
o 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 LOI.
o Although you may exchange your shares, you may not sell reserved shares
until you complete the LOI or pay the higher sales charge.
After you file your LOI with the Fund, you may buy Class A shares at the
sales charge applicable to the amount specified in your LOI. Sales charge
reductions based on purchases in more than one Franklin Templeton fund will
be effective only after notification to Distributors that the investment
qualifies for a discount. Any Class A purchases you made within 90 days
before you filed your LOI also may qualify for a retroactive reduction in the
sales charge. If you file your LOI with the Fund before a change in the
Fund's sales charge, you may complete the LOI at the lower of the new sales
charge or the sales charge in effect when the LOI was filed.
Your holdings in Franklin Templeton funds acquired more than 90 days before
you filed your LOI will be counted towards the completion of the LOI, but
they will not be entitled to a retroactive reduction in the sales charge. Any
redemptions you make during the 13 month period, except in the case of
certain retirement plans, will be subtracted from the amount of the purchases
for purposes of determining whether the terms of the LOI have been completed.
If the terms of your LOI are met, the reserved shares will be deposited to an
account in your name or delivered to you or as you direct. If the amount of
your total purchases, less redemptions, is more than the amount specified in
your LOI and is an amount that would qualify for a further sales charge
reduction, a retroactive price adjustment will be made by Distributors and
the securities dealer through whom purchases were made. The price adjustment
will be made on purchases made within 90 days before and on those made after
you filed your LOI and will be applied towards the purchase of additional
shares at the offering price applicable to a single purchase or the dollar
amount of the total purchases.
If the amount of your total purchases, less redemptions, is less than the
amount specified in your LOI, the sales charge will be adjusted upward,
depending on the actual amount purchased (less redemptions) during the
period. You will need to send Distributors an amount equal to the difference
in the actual dollar amount of sales charge paid and the amount of sales
charge that would have applied to the total purchases if the total of the
purchases had been made at one time. Upon payment of this amount, the
reserved shares held for your account will be deposited to an account in your
name or delivered to you or as you direct. If within 20 days after written
request the difference in sales charge is not paid, we will redeem an
appropriate number of reserved shares to realize the difference. If you
redeem the total amount in your account before you fulfill your LOI, we will
deduct the additional sales charge due from the sale proceeds and forward the
balance to you.
For LOIs filed on behalf of certain retirement plans, the level and any
reduction in sales charge for these plans will be based on actual plan
participation and the projected investments in Franklin Templeton funds under
the LOI. These plans are not subject to the requirement to reserve 5% of the
total intended purchase or to the policy on upward adjustments in sales
charges described above, or to any penalty as a result of the early
termination of a plan, nor are these plans entitled to receive retroactive
adjustments in price for investments made before executing the LOI.
GROUP PURCHASES. If you are a member of a qualified group, you may buy Class
A shares at a 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.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying Fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
A qualified group generally does not include a 403(b) plan that only allows
salary deferral contributions, although any such plan that purchased a Fund's
Class A shares at a reduced sales charge under the group purchase privilege
before February 1, 1998, may continue to do so.
WAIVERS FOR INVESTMENTS FROM CERTAIN PAYMENTS. Class A shares may be
purchased without an initial sales charge or contingent deferred sales charge
(CDSC) by investors who reinvest within 365 days:
o Dividend and capital gain distributions from any Franklin Templeton
fund. The distributions generally must be reinvested in the same share
class. Certain exceptions apply, however, to Class C shareholders who chose
to reinvest their distributions in Class A shares of a Fund before November
17, 1997, and to Advisor Class or Class Z shareholders of a Franklin
Templeton fund who may reinvest their distributions in a Fund's Class A
shares. This waiver category also applies to Class B and C shares.
o Annuity payments received under either an annuity option or from death
benefit proceeds, if the annuity contract offers as an investment option
the Franklin Templeton Variable Insurance Products Trust. You should
contact your tax advisor for information on any tax consequences that may
apply.
o Redemption proceeds from a repurchase of shares of Franklin Floating
Rate Trust, if the shares were continuously held for at least 12 months.
If you immediately placed your redemption proceeds in a Franklin Bank CD or
a Franklin Templeton money fund, you may reinvest them as described above.
The proceeds must be reinvested within 365 days from the date the CD
matures, including any rollover, or the date you redeem your money fund
shares.
o Redemption proceeds from the sale of Class A shares of any of the
Templeton Global Strategy Funds if you are a qualified investor.
If you paid a CDSC when you redeemed your Class A shares from a Templeton
Global Strategy Fund, a new CDSC will apply to your purchase of Fund shares
and the CDSC holding period will begin again. We will, however, credit your
Fund account with additional shares based on the CDSC you previously paid
and the amount of the redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Templeton
money fund, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date they are redeemed from the money
fund.
o Distributions from an existing retirement plan invested in Franklin
Templeton funds
WAIVERS FOR CERTAIN INVESTORS. Class A shares also may be purchased without
an initial sales charge or CDSC by various individuals and institutions due
to anticipated economies in sales efforts and expenses, including:
o Trust companies and bank trust departments investing 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 may accept orders for these accounts 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.
o Any state or local government or any instrumentality, department,
authority or agency thereof that has determined a Fund is a legally
permissible investment and that can only buy Fund shares without paying
sales charges. Please consult your legal and investment advisors to
determine if an investment in a Fund is permissible and suitable for you
and the effect, if any, of payments by the Fund on arbitrage rebate
calculations.
o Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for clients
participating in comprehensive fee programs
o Qualified registered investment advisors who buy through a broker-dealer
or service agent who has entered into an agreement with Distributors
o Registered securities dealers and their affiliates, for their investment
accounts only
o Current employees of securities dealers and their affiliates and their
family members, as allowed by the internal policies of their employer
o Officers, trustees, directors and full-time employees of Franklin
Templeton Investments, and their family members, consistent with our
then-current policies
o Any investor who is currently a Class Z shareholder of Franklin Mutual
Series Fund Inc. (Mutual Series), or who is a former Mutual Series Class Z
shareholder who had an account in any Mutual Series fund on October 31,
1996, or who sold his or her shares of Mutual Series Class Z within the
past 365 days
o Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
o Accounts managed by Franklin Templeton Investments
o Certain unit investment trusts and their holders reinvesting
distributions from the trusts
o Group annuity separate accounts offered to retirement plans
o Chilean retirement plans that meet the requirements described under
"Retirement plans" below
In addition, Class C shares may be purchased without an initial sales charge
by any investor who buys Class C shares through an omnibus account with
Merrill Lynch Pierce Fenner & Smith, Inc. A CDSC may apply, however, if the
shares are sold within 18 months of purchase.
RETIREMENT PLANS. Retirement plans sponsored by an employer (i) with at least
100 employees, or (ii) with retirement plan assets of $1 million or more, or
(iii) that agrees to invest at least $500,000 in Franklin Templeton funds
over a 13 month period may buy Class A shares without an initial sales
charge. Retirement plans that are not qualified retirement plans (employer
sponsored pension or profit-sharing plans that qualify under section 401 of
the Internal Revenue Code, including 401(k), money purchase pension, profit
sharing and defined benefit plans), SIMPLEs (savings incentive match plans
for employees) or SEPs (employer sponsored simplified employee pension plans
established under section 408(k) of the Internal Revenue Code) must also meet
the group purchase requirements described above to be able to buy Class A
shares without an initial sales charge. We may enter into a special
arrangement with a securities dealer, based on criteria established by the
Fund, to add together certain small qualified retirement plan accounts for
the purpose of meeting these requirements.
For retirement plan accounts opened on or after May 1, 1997, a CDSC may apply
if the retirement plan is transferred out of Franklin Templeton funds or
terminated within 365 days of the retirement plan account's initial purchase
in Franklin Templeton funds.
SALES IN TAIWAN. Under agreements with certain banks in Taiwan, Republic of
China, the Funds' shares are available to these banks' trust accounts without
a sales charge. The banks may charge service fees to their customers who
participate in the trusts. A portion of these service fees may be paid to
Distributors or one of its affiliates to help defray expenses of maintaining
a service office in Taiwan, including expenses related to local literature
fulfillment and communication facilities.
The Funds' Class A shares may be offered to investors in Taiwan through
securities advisory firms known locally as Securities Investment Consulting
Enterprises. In conformity with local business practices in Taiwan, Class A
shares may be offered with the following schedule of sales charges:
SIZE OF PURCHASE - U.S. DOLLARS SALES CHARGE (%)
-------------------------------------------------------------
Under $30,000 3.0
$30,000 but less than $50,000 2.5
$50,000 but less than $100,000 2.0
$100,000 but less than $200,000 1.5
$200,000 but less than $400,000 1.0
$400,000 or more 0
DEALER COMPENSATION Securities dealers may at times receive the entire sales
charge. A securities dealer who receives 90% or more of the sales charge may
be deemed an underwriter under the Securities Act of 1933, as amended.
Financial institutions or their affiliated brokers may receive an agency
transaction fee in the percentages indicated in the dealer compensation table
in the Funds' prospectus.
Distributors may pay the following commissions, out of its own resources, to
securities dealers who initiate and are responsible for purchases of Class A
shares of $1 million or more: 1% on sales of $1 million to $2 million, plus
0.80 on sales over $2 million to $3 million, plus 0.50% on sales over $3
million to $50 million, plus 0.25% on sales over $50 million to $100 million,
plus 0.15% on sales over $100 million.
These breakpoints are reset every 12 months for purposes of additional
purchases.
Distributors or one of its affiliates may pay up to 1%, out of its own
resources, to securities dealers who initiate and are responsible for
purchases of Class A shares by certain retirement plans without an initial
sales charge. These payments may be made in the form of contingent advance
payments, which may be recovered from the securities dealer or set off
against other payments due to the dealer if shares are sold within 12 months
of the calendar month of purchase. Other conditions may apply. All terms and
conditions may be imposed by an agreement between Distributors, or one of its
affiliates, and the securities dealer.
In addition to the payments above, Distributors and/or its affiliates may
provide financial support to securities dealers that sell shares of Franklin
Templeton Investments. This support is based primarily on the amount of sales
of fund shares and/or total assets with Franklin Templeton Investments. The
amount of support may be affected by: total sales; net sales; levels of
redemptions; the proportion of a securities dealer's sales and marketing
efforts in Franklin Templeton Investments; a securities dealer's support of,
and participation in, Distributors' marketing programs; a securities dealer's
compensation programs for its registered representatives; and the extent of a
securities dealer's marketing programs relating to Franklin Templeton
Investments. Financial support to securities dealers may be made by payments
from Distributors' resources, from Distributors' retention of underwriting
concessions and, in the case of funds that have Rule 12b-1 plans, from
payments to Distributors under such plans. In addition, certain securities
dealers may receive brokerage commissions generated by fund portfolio
transactions in accordance with the rules of the National Association of
Securities Dealers, Inc.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin
Templeton funds and are afforded the opportunity to speak with portfolio
managers. Invitation to these meetings is not conditioned on selling a
specific number of shares. Those who have shown an interest in Franklin
Templeton funds, however, are more likely to be considered. To the extent
permitted by their firm's policies and procedures, registered
representatives' expenses in attending these meetings may be covered by
Distributors.
CONTINGENT DEFERRED SALES CHARGE (CDSC) If you invest $1 million or more in
Class A shares, either as a lump sum or through our cumulative quantity
discount or letter of intent programs, a CDSC may apply on any shares you
sell within 12 months of purchase. For Class C shares, a CDSC may apply if
you sell your shares within 18 months of purchase. The CDSC is 1% of the
value of the shares sold or the net asset value at the time of purchase,
whichever is less.
Certain retirement plan accounts opened on or after May 1, 1997, and that
qualify to buy Class A shares without an initial sales charge also may be
subject to a CDSC if the retirement plan is transferred out of Franklin
Templeton funds or terminated within 365 days of the account's initial
purchase in Franklin Templeton funds.
For Class B shares, there is a CDSC if you sell your shares within six years,
as described in the table below. The charge is based on the value of the
shares sold or the net asset value at the time of purchase, whichever is less.
IF YOU SELL YOUR CLASS B SHARES WITHIN THIS % IS DEDUCTED FROM
THIS MANY YEARS AFTER BUYING THEM YOUR PROCEEDS AS A CDSC
1 Year 4
2 Years 4
3 Years 3
4 Years 3
5 Years 2
6 Years 1
7 Years 0
CDSC WAIVERS. The CDSC for any share class generally will be waived for:
o Account fees
o Sales of Class A shares purchased without an initial sales charge by
certain retirement plan accounts if (i) the account was opened before May
1, 1997, or (ii) the securities dealer of record received a payment from
Distributors of 0.25% or less, or (iii) Distributors did not make any
payment in connection with the purchase, or (iv) the securities dealer of
record has entered into a supplemental agreement with Distributors
o Redemptions of Class A shares by investors who purchased $1 million or
more without an initial sales charge if the securities dealer of record
waived its commission in connection with the purchase
o Redemptions by the Funds when an account falls below the minimum
required account size
o Redemptions following the death of the shareholder or beneficial owner
o Redemptions through a systematic withdrawal plan set up before February
1, 1995
o Redemptions through a systematic withdrawal plan set up on or after
February 1, 1995, up to 1% monthly, 3% quarterly, 6% semiannually or 12%
annually of your account's net asset value depending on the frequency of
your plan
o Redemptions by an employee benefit plan: (i) that is a customer of
Franklin Templeton Defined Contribution Services; and/or (ii) whose assets
are held by Franklin Templeton Bank & Trust as trustee or custodian (not
applicable to Class B)
o Distributions from individual retirement accounts (IRAs) due to death or
disability or upon periodic distributions based on life expectancy (for
Class B, this applies to all retirement plan accounts, not only IRAs)
o Returns of excess contributions (and earnings, if applicable) from
retirement plan accounts
o Participant initiated distributions from employee benefit plans or
participant initiated exchanges among investment choices in employee
benefit plans (not applicable to Class B)
EXCHANGE PRIVILEGE If you request the exchange of the total value of your
account, declared but unpaid income dividends and capital gain distributions
will be reinvested in the Fund and exchanged into the new fund at net asset
value when paid. Backup withholding and information reporting may apply.
If a substantial number of shareholders should, within a short period, sell
their Fund shares under the exchange privilege, a Fund might have to sell
portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the
exchange privilege may result in periodic large inflows of money. If this
occurs, it is each Fund's general policy to initially invest this money in
short-term, interest-bearing money market instruments, unless it is believed
that attractive investment opportunities consistent with the Fund's
investment goals exist immediately. This money will then be withdrawn from
the short-term, interest-bearing money market instruments and invested in
portfolio securities in as orderly a manner as is possible when attractive
investment opportunities arise.
The proceeds from the sale of shares of an investment company generally are
not available until the seventh day following the sale. The funds you are
seeking to exchange into may delay issuing shares pursuant to an exchange
until that seventh day. The sale of Fund shares to complete an exchange will
be effected at net asset value at the close of business on the day the
request for exchange is received in proper form.
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. There are no service charges
for establishing or maintaining a systematic withdrawal plan.
Each month in which a payment is scheduled, we will redeem an equivalent
amount of shares in your account on the day of the month you have indicated
on your account application or, if no day is indicated, on the 20th day of
the month. If that day falls on a weekend or holiday, we will process the
redemption on the next business day. For plans set up before June 1, 2000, we
will continue to process redemptions on the 25th day of the month (or the
next business day) unless you instruct us to change the processing date.
Available processing dates currently are the 1st, 5th, 10th, 15th, 20th and
25th days of the month. When you sell your shares under a systematic
withdrawal plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, 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 also
may be subject to a CDSC.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust
the shares in your account if payments exceed distributions received from the
Fund. This is especially likely to occur if there is a market decline. If a
withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.
To discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment, we must receive instructions
from you at least three business days before a scheduled payment. The Funds
may discontinue a systematic withdrawal plan by notifying you in writing and
will discontinue a systematic withdrawal plan automatically if all shares in
your account are withdrawn or if the Fund receives notification of the
shareholder's death or incapacity.
REDEMPTIONS IN KIND Each Fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the
value of the Fund's net assets at the beginning of the 90-day period. This
commitment is irrevocable without the prior approval of the U.S. Securities
and Exchange Commission (SEC). In the case of redemption requests in excess
of these amounts, the board reserves the right to make payments in whole or
in part in securities or other assets of the Fund, in case of an emergency,
or if the payment of such a redemption in cash would be detrimental to the
existing shareholders of the Fund. In these circumstances, the securities
distributed would be valued at the price used to compute the Fund's net
assets and you may incur brokerage fees in converting the securities to cash.
The Funds do not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
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 and to send the certificate and assignment form in separate
envelopes.
GENERAL INFORMATION If dividend checks are returned to a Fund marked "unable
to forward" by the postal service, we will consider this a request by you to
change your dividend option to reinvest all distributions. The proceeds will
be reinvested in additional shares at net asset value until we receive new
instructions.
Distribution or redemption checks sent to you do not earn interest or any
other income during the time the checks remain uncashed. Neither the Funds
nor its affiliates will be liable for any loss caused by your failure to cash
such checks. The Funds are not responsible for tracking down uncashed checks,
unless a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to
find you from your account. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for its
location services.
Sending redemption proceeds by wire or electronic funds transfer (ACH) is a
special service that we make available whenever possible. By offering this
service to you, the Funds are not bound to meet any redemption request in
less than the seven day period prescribed by law. Neither the Funds nor their
agents shall be liable to you or any other person if, for any reason, a
redemption request by wire or ACH is not processed as described in the
prospectus.
Franklin Templeton Investor Services, Inc. (Investor Services) may pay
certain financial institutions that maintain omnibus accounts with the Funds
on behalf of numerous beneficial owners for recordkeeping operations
performed with respect to such owners. For each beneficial owner in the
omnibus account, a Fund may reimburse Investor Services an amount not to
exceed the per account fee that the Fund normally pays Investor Services.
These financial institutions also may charge a fee for their services
directly to their clients.
There are special procedures for banks and other institutions that wish to
open multiple accounts. An institution may open a single master account by
filing one application form with the Funds, signed by personnel authorized to
act for the institution. Individual sub-accounts may be opened when the
master account is opened by listing them on the application, or by providing
instructions to the Funds at a later date. These sub-accounts may be
registered either by name or number. The Funds' investment minimums apply to
each sub-account. The Funds will send confirmation and account statements for
the sub-accounts to the institution.
If you buy or sell shares through your securities dealer, we use the net
asset value next calculated after your securities dealer receives your
request, which is promptly transmitted to the Funds. If you sell shares
through your securities dealer, it is your dealer's responsibility to
transmit the order to the Funds in a timely fashion. 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. Any loss to you resulting
from your dealer's failure to transmit your redemption order to the Fund in a
timely fashion must be settled between you and your securities dealer.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
For institutional accounts, there may be additional methods of buying or
selling Fund shares than those described in this SAI or in the prospectus.
In the event of disputes involving multiple claims of ownership or authority
to control your account, each Fund has the right (but has no obligation) to:
(a) freeze the account and require the written agreement of all persons
deemed by a Fund to have a potential property interest in the account, before
executing instructions regarding the account; (b) interplead disputed funds
or accounts with a court of competent jurisdiction; or (c) surrender
ownership of all or a portion of the account to the IRS in response to a
notice of levy.
PRICING SHARES
When you buy shares, you pay the offering price. The
offering price is the net asset value (NAV) per share plus any applicable
sales charge, calculated to two decimal places using standard rounding
criteria. When you sell shares, you receive the NAV minus any applicable CDSC.
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.
Each Fund calculates the NAV per share of each class each business day at the
close of trading on the New York Stock Exchange (normally 1:00 p.m. Pacific
time). The Funds do not calculate the NAV on days the New York Stock Exchange
(NYSE) is closed for trading, which include New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
When determining its NAV, each Fund values cash and receivables at their
realizable amounts, and records interest as accrued and dividends on the
ex-dividend date. If market quotations are readily available for portfolio
securities listed on a securities exchange or on the Nasdaq National Market
System, each Fund values those securities at the last quoted sale price of
the day or, if there is no reported sale, within the range of the most recent
quoted bid and ask prices. Each Fund values over-the-counter portfolio
securities within the range of the most recent quoted bid and ask prices. If
portfolio securities trade both in the over-the-counter market and on a stock
exchange, each Fund values them according to the broadest and most
representative market as determined by the manager.
Each Fund values portfolio securities underlying actively traded call options
at their market price as determined above. The current market value of any
option the Funds hold is its last sale price on the relevant exchange before
each Fund values its assets. If there are no sales that day or if the last
sale price is outside the bid and ask prices, each Fund values options within
the range of the current closing bid and ask prices if each Fund believes the
valuation fairly reflects the contract's market value.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of
business of the NYSE on each day that the NYSE is open. Trading in European
or Far Eastern securities generally, or in a particular country or countries,
may not take place on every NYSE business day. Furthermore, trading takes
place in various foreign markets on days that are not business days for the
NYSE and on which the Funds' NAV is not calculated. Thus, the calculation of
the Funds' NAV does not take place contemporaneously with the determination
of the prices of many of the portfolio securities used in the calculation
and, if events materially affecting the values of these foreign securities
occur, the securities will be valued at fair value as determined by
management and approved in good faith by the board.
Generally, trading in corporate bonds, U.S. government securities and money
market instruments is substantially completed each day at various times
before the close of the NYSE. The value of these securities used in computing
the NAV is determined as of such times. Occasionally, events affecting the
values of these securities may occur between the times at which they are
determined and the close of the NYSE that will not be reflected in the
computation of the NAV. If events materially affecting the values of these
securities occur during this period, the securities will be valued at their
fair value as determined in good faith by the board.
Other securities for which market quotations are readily available are valued
at the current market price, which may be obtained from a pricing service,
based on a variety of factors including recent trades, institutional size
trading in similar types of securities (considering yield, risk and maturity)
and/or developments related to specific issues. Securities and other assets
for which market prices are not readily available are valued at fair value as
determined following procedures approved by the board. With the approval of
the board, each Fund may use a pricing service, bank or securities dealer to
perform any of the above described functions.
THE UNDERWRITER
Franklin Templeton Distributors, Inc. (Distributors) acts as the principal
underwriter in the continuous public offering of each Fund's shares.
Distributors is located at 777 Mariners Island Blvd., San Mateo, CA 94404.
DISTRIBUTORS pays the expenses of the distribution of Fund shares, including
advertising expenses and the costs of printing sales material and
prospectuses used to offer shares to the public. Each Fund pays the expenses
of preparing and printing amendments to its registration statements and
prospectuses (other than those necessitated by the activities of
Distributors) and of sending prospectuses to existing shareholders.
The table below shows the aggregate underwriting commissions Distributors
received in connection with the offering of the Funds' shares, the net
underwriting discounts and commissions Distributors retained after allowances
to dealers, and the amounts Distributors received in connection with
redemptions or repurchases of shares for the last three fiscal years ended
April 30:
AMOUNT
RECEIVED IN
CONNECTION
WITH
TOTAL AMOUNT REDEMPTIONS
COMMISSIONS RETAINED BY AND
RECEIVED DISTRIBUTORS REPURCHASES
($) ($) ($)
2000
Biotechnology
Discovery Fund 33,860,398 4,844,937 106,821
Health Care Fund 389,636 46,851 14,969
Natural Resources Fund 162,429 23,678 642
Communications Fund 646,008 85,219 6,796
1999
Biotechnology Discovery
Fund 952,419 121,172 2,150
Health Care Fund 419,582 43,356 37,292
Natural Resources Fund 275,313 36,544 4,269
Communications Fund 406,701 48,417 10,473
1998
Biotechnology Discovery
Fund 1 2,427,478 272,305 0
Health Care Fund 1,264,914 123,956 0
Natural Resources Fund 584,114 66,612 0
Communications Fund 544,344 55,047 2,786
1. For the period September 15, 1997 to April 30, 1998.
Distributors may be entitled to payment from the Funds under the Rule 12b-1
plans, as discussed below. Except as noted, Distributors received no other
compensation from the Funds for acting as underwriter.
DISTRIBUTION AND SERVICE (12B-1) FEES The board has adopted a separate plan
pursuant to Rule 12b-1 for each class. Although the plans differ in some ways
for each class, each plan is designed to benefit the Fund and its
shareholders. The plans are expected to, among other things, increase
advertising of the Fund, encourage sales of the Fund and service to its
shareholders, and increase or maintain assets of the Fund so that certain
fixed expenses may be spread over a broader asset base, resulting in lower
per share expense ratios. In addition, a positive cash flow into the Fund is
useful in managing the Fund because the manager has more flexibility in
taking advantage of new investment opportunities and handling shareholder
redemptions.
Under each plan, the Fund pays Distributors or others for the expenses of
activities that are primarily intended to sell shares of the class. These
expenses also may include service fees paid to securities dealers or others
who have executed a servicing agreement with the Fund, Distributors or its
affiliates and who provide service or account maintenance to shareholders
(service fees); the expenses of printing prospectuses and reports used for
sales purposes, and of preparing and distributing sales literature and
advertisements; and a prorated portion of Distributors' overhead expenses
related to these activities. Together, these expenses, including the service
fees, are "eligible expenses." The 12b-1 fees charged to each class are based
only on the fees attributable to that particular class.
THE CLASS A PLAN. Biotechnology Discovery Fund, Technology Fund and Natural
Resources Fund may pay up to 0.35% per year of Class A's average daily net
assets. Of this amount, each Fund may pay up to 0.35% to Distributors or
others, out of which Distributors generally will retain 0.10% for
distribution expenses. Health Care Fund and Communications Fund may pay up to
0.25% per year of Class A's average daily net assets.
The Class A plan for Biotechnology Discovery Fund, Health Care Fund,
Communications Fund and Natural Resources Fund is a reimbursement plan. It
allows each Fund to reimburse Distributors for eligible expenses that
Distributors has shown it has incurred. The Fund will not reimburse more than
the maximum amount allowed under the plan. For Health Care Fund and
Communications Fund, any unreimbursed expenses from one year may not be
carried over to or reimbursed in later years.
The Class A plan for Technology Fund is a compensation plan. It allows the
Fund to pay a fee to Distributors that may be more than the eligible expenses
Distributors has incurred at the time of the payment. Distributors must,
however, demonstrate to the board that it has spent or has near-term plans to
spend the amount received on eligible expenses. The Fund will not pay more
than the maximum amount allowed under the plan.
For the fiscal year ended April 30, 2000, the amounts paid by the Funds
pursuant to the plan were:
BIOTECHNOLOGY GLOBAL
DISCOVERY TECHNOLOGY HEALTH CARE
Advertising 628,557 - 3,378
Printing and mailing
prospectuses other than
to current shareholders 49,094 - 7,885
Payments to underwriters 621,130 - 2,931
Payments to broker-dealers782,205 - 168,771
Other 755,588 - 6,947
---------------------------------------
Total 2,836,574 - 189,912
=======================================
GLOBAL NATURAL
COMMUNICATIONS RESOURCES
-------------------------------------------------------------------
Advertising 9,005 4,959
Printing and mailing prospectuses
other than to current shareholders 10,635 14,661
Payments to underwriters 3,596 4,395
Payments to broker-dealers 564,398 94,867
Other 15,618 14,656
---------------------
Total 603,252 133,538
=====================
The Class B and C plans. Each Fund pays Distributors up to 1% per year of the
class's average daily net assets, out of which 0.25% may be used for service
fees. The Class B and C plans also may be used to pay Distributors for
advancing commissions to securities dealers with respect to the initial sale
of Class B and C shares. Class B plan fees payable to Distributors are used
by Distributors to pay third party financing entities that have provided
financing to Distributors in connection with advancing commissions to
securities dealers. Franklin Resources owns a minority interest in one of the
third party financing entities.
The Class B and C plans are compensation plans. They allow the Fund to pay a
fee to Distributors that may be more than the eligible expenses Distributors
has incurred at the time of the payment. Distributors must, however,
demonstrate to the board that it has spent or has nearterm plans to spend the
amount received on eligible expenses. The Fund will not pay more than the
maximum amount allowed under the plans.
Under the Class B plans, the amounts paid by the Funds pursuant to the plans
for the fiscal year ended April 30, 2000, were:
BIOTECHNOLOGY GLOBAL
DISCOVERY TECHNOLOGY HEALTH CARE
Advertising - - 97
Printing and mailing
prospectuses other
than to current
shareholders - - 33
Payments to
underwriters - - 69
Payments to broker-
dealers - - 8,010
Other - - 102
-------------------------------
Total - - 8,311
===============================
GLOBAL NATURAL
COMMUNICATIONS RESOURCES
Advertising 136 -
Printing and mailing prospectuses
other than to current shareholders 11 -
Payments to underwriters 84 -
Payments to broker-dealers 10,387 -
Other 125 -
--------------------
Total 10,743 -
====================
Under the Class C plan, the amounts paid by the Fund pursuant to the plan for
the fiscal year ended April 30, 2000, were:
BIOTECHNOLOGY GLOBAL
DISCOVERY TECHNOLOGY HEALTH CARE
Advertising - - 1,829
Printing and mailing
prospectuses other than
to current shareholders - - 2,866
Payments to underwriters - - 1,228
Payments to broker-dealers - - 141,691
Other - - 2,699
-------------------------------
Total - - 150,313
===============================
GLOBAL NATURAL
COMMUNICATIONS RESOURCES
Advertising 2,562 -
Printing and mailing prospectuses
other than to current shareholders 1,389 -
Payments to underwriters 1,156 -
Payments to broker-dealers 215,235 -
Other 3,040 -
---------------------
Total 223,382 -
=====================
THE CLASS A , B AND C PLANS. In addition to the payments that Distributors or
others are entitled to under each plan, each plan also provides that to the
extent the Fund, the manager or Distributors or other parties on behalf of
the Fund, the manager or Distributors make payments that are deemed to be for
the financing of any activity primarily intended to result in the sale of
Fund shares within the context of Rule 12b-1 under the Investment Company Act
of 1940, as amended, then such payments shall be deemed to have been made
pursuant to the plan.
To the extent fees are for distribution or marketing functions, as
distinguished from administrative servicing or agency transactions, certain
banks may not participate in the plans because of applicable federal law
prohibiting certain banks from engaging in the distribution of mutual fund
shares. These banks, however, are allowed to receive fees under the plans for
administrative servicing or for agency transactions.
Distributors must provide written reports to the board at least quarterly on
the amounts and purpose of any payment made under the plans and any related
agreements, and furnish the board with such other information as the board
may reasonably request to enable it to make an informed determination of
whether the plans should be continued.
Each plan has been approved according to the provisions of Rule 12b-1. The
terms and provisions of each plan also are consistent with Rule 12b-1.
PERFORMANCE
Performance quotations are subject to SEC rules. These rules require the use
of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Funds be accompanied
by certain standardized performance information computed as required by the
SEC. Average annual total return quotations used by the Funds are based on
the standardized methods of computing performance mandated by the SEC.
Performance figures reflect Rule 12b-1 fees from the date of the plan's
implementation. An explanation of these and other methods used by the Funds
to compute or express performance follows. Regardless of the method used,
past performance does not guarantee future results, and is an indication of
the return to shareholders only for the limited historical period used.
AVERAGE ANNUAL TOTAL RETURN Average annual total return is determined by
finding the average annual rates of return over the periods indicated below
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes the maximum initial sales charge is
deducted from the initial $1,000 purchase, and income dividends and capital
gain distributions are reinvested at net asset value. The quotation assumes
the account was completely redeemed at the end of each period and the
deduction of all applicable charges and fees. If a change is made to the
sales charge structure, historical performance information will be restated
to reflect the maximum initial sales charge currently in effect.
When considering the average annual total return quotations for Class A and C
shares, you should keep in mind that the maximum initial sales charge
reflected in each quotation is a one time fee charged on all direct
purchases, which will have its greatest impact during the early stages of
your investment. This charge will affect actual performance less the longer
you retain your investment in the Fund. The average annual total returns for
the indicated periods ended April 30, 2000, were:
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS A DATE (%) (%) (%)
-----------------------------------------------------------------
Biotechnology Discovery
Fund 09/15/97 143.87 - 38.01
Technology Fund 05/01/00 - - -
Health Care Fund 02/14/92 37.75 14.69 11.94
Communications Fund 07/02/92 30.91 21.03 17.42
Natural Resources Fund 06/05/95 12.59 - 11.22
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS B DATE (%) (%) (%)
-----------------------------------------------------------------
Technology Fund 05/01/00 - - -
Health Care Fund 01/01/99 41.16 - 10.64
Communications Fund 01/01/99 33.98 - 31.16
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS C DATE (%) (%) (%)
-----------------------------------------------------------------
Technology Fund 05/01/00 - - -
Health Care Fund 09/03/96 42.62 - 6.04
Communications Fund 05/01/95 35.56 21.50 21.50
The following SEC formula was used to calculate these figures:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of each period at the end of each period
CUMULATIVE TOTAL RETURN Like average annual total return, cumulative total
return assumes the maximum initial sales charge is deducted from the initial
$1,000 purchase, income dividends and capital gain distributions are
reinvested at net asset value, the account was completely redeemed at the end
of each period and the deduction of all applicable charges and fees.
Cumulative total return, however, is based on the actual return for a
specified period rather than on the average return over the periods indicated
above. The cumulative total returns for the indicated periods ended April 30,
2000, were:
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS A DATE (%) (%) (%)
-----------------------------------------------------------------
Biotechnology Discovery
Fund 09/15/97 143.87 - 132.70
Technology Fund 05/01/00 - - -
Health Care Fund 02/14/92 37.75 98.40 152.32
Communications Fund 07/02/92 30.91 159.75 251.59
Natural Resources Fund 06/05/95 12.59 - 68.49
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS B DATE (%) (%) (%)
-----------------------------------------------------------------
Technology Fund 05/01/00 - - -
Health Care Fund 01/01/99 41.16 - 14.39
Communications Fund 01/01/99 33.98 - 43.39
SINCE
INCEPTION 1 YEAR 5 YEARS INCEPTION
CLASS C DATE (%) (%) (%)
-----------------------------------------------------------------
Technology Fund 05/01/00 - - -
Health Care Fund 09/03/96 42.62 - 23.89
Communications Fund 05/01/95 35.56 164.83 164.83
VOLATILITY Occasionally statistics may be used to show a Fund's volatility or
risk. Measures of volatility or risk are generally used to compare a Fund's
net asset value or performance to a market index. One measure of volatility
is beta. Beta is the volatility of a fund relative to the total market, as
represented by an index considered representative of the types of securities
in which a fund invests. A beta of more than 1.00 indicates volatility
greater than the market and a beta of less than 1.00 indicates volatility
less than the market. Another measure of volatility or risk is standard
deviation. Standard deviation is used to measure variability of net asset
value or total return around an average over a specified period of time. The
idea is that greater volatility means greater risk undertaken in achieving
performance.
OTHER PERFORMANCE QUOTATIONS The Funds also may quote the performance of
shares without a sales charge. Sales literature and advertising may quote a
cumulative total return, average annual total return and other measures of
performance with the substitution of net asset value for the public offering
price.
Sales literature referring to the use of the Funds as a potential investment
for IRAs, business retirement plans, and other tax-advantaged retirement
plans may quote a total return based upon compounding of dividends on which
it is presumed no federal income tax applies.
Each Fund may include in its advertising or sales material information
relating to investment goals and performance results of funds belonging to
Franklin Templeton Investments. Franklin Resources, Inc. is the parent
company of the advisors and underwriter of Franklin Templeton funds.
COMPARISONS To help you better evaluate how an investment in the Funds may
satisfy your investment goal, advertisements and other materials about the
Funds may discuss certain measures of Fund performance as reported by various
financial publications. Materials also may compare performance (as calculated
above) to performance as reported by other investments, indices, and
averages. These comparisons may include, but are not limited to, the
following examples:
o Dow Jones(R) Composite Average and its component averages - a
price-weighted average of 65 stocks that trade on the New York Stock
Exchange. The average is a combination of the Dow Jones Industrial Average
(30 blue-chip stocks that are generally leaders in their industry), the Dow
Jones Transportation Average (20 transportation stocks), and the Dow Jones
Utilities Average (15 utility stocks involved in the production of
electrical energy).
o Standard & Poor's(R) 500 Stock Index or its component indices - a
capitalization-weighted index designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500
stocks representing all major industries.
o The New York Stock Exchange composite or component indices - an unmanaged
index of all industrial, utilities, transportation, and finance stocks
listed on the NYSE.
o Nasdaq Composite Index - a broad-based capitalization-weighted total return
index of all Nasdaq National Market and Small Cap stocks.
o The Hambrecht & Quist Technology Index is comprised of the publicly traded
stocks of approximately 275 technology companies which includes the
electronics, services and other related technology industries. The index is
market-capitalization-weighted and includes reinvested dividends.
o The Standard & Poor's Technology Index is designed to measure the
performance of all the stocks included in the technology sector of the S&P
500 Index. The index is market-capitalization-weighted and includes
reinvested dividends.
o Wilshire 5000 Equity Index - represents the return on the market value of
all common equity securities for which daily pricing is available.
Comparisons of performance assume reinvestment of dividends.
o Lipper - Mutual Fund Performance Analysis and Lipper - Equity Fund
Performance Analysis - measure total return and average current yield for
the mutual fund industry and rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.
o CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of
return (average annual compounded growth rate) over specified time periods
for the mutual fund industry.
o Mutual Fund Source Book, published by Morningstar, Inc. - analyzes price,
yield, risk, and total return for mutual funds.
o Financial publications: The Wall Street Journal, and Business Week,
Changing Times, Financial World, Forbes, Fortune, and Money magazines -
provide performance statistics over specified time periods.
o Valueline Index - an unmanaged index which follows the stocks of
approximately 1,700 companies.
o Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change, over time, in
the price of goods and services in major expenditure groups.
o Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates -
historical measure of yield, price, and total return for common and small
company stock, long-term government bonds, Treasury bills, and inflation.
o Savings and Loan Historical Interest Rates - as published in the U.S.
Savings & Loan League Fact Book.
o Historical data supplied by the research departments of CS First Boston
Corporation, the J.P. Morgan(R)companies, Salomon Smith Barney Inc.,
Merrill Lynch, Lehman Brothers(R)and Bloomberg(R)L.P.
o Morgan Stanley Capital International World Indices, including, among
others, the Morgan Stanley Capital International Europe, Australia, Far
East Index (EAFE Index). The EAFE index is an unmanaged index of more than
1,000 companies of Europe, Australia and the Far East.
o Financial Times Actuaries Indices - including the FTA-World Index (and
components thereof), which are based on stocks in major world equity
markets.
o Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect
Morningstar's assessment of the historical risk-adjusted performance of a
fund over specified time periods relative to other funds within its
category.
o The American Stock Exchange - an equal-dollar weighted index designed to
measure the performance of across section of companies in the biotechnology
industry that are primarily involved in the use of biological processes to
develop products or provide services.
From time to time, advertisements or information for the Funds may include a
discussion of certain attributes or benefits to be derived from an investment
in the Funds. The advertisements or information may include symbols,
headlines, or other material that highlights or summarizes the information
discussed in more detail in the communication.
Advertisements or information also may compare each Fund's performance to the
return on certificates of deposit (CDs) or other investments. You should be
aware, however, that an investment in a Fund involves the risk of fluctuation
of principal value, a risk generally not present in an investment in a CD
issued by a bank. CDs are frequently insured by an agency of the U.S.
government. An investment in a Fund is not insured by any federal, state or
private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to any Fund's portfolio, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not
be identical to the formula used by a Fund to calculate its figures. In
addition, there can be no assurance that the Funds will continue their
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The Funds may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis to have a
projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by
the College Board.) The Franklin Retirement Planning Guide leads you through
the steps to start a retirement savings program. Of course, an investment in
the Funds cannot guarantee that these goals will be met.
Each Fund is a member of Franklin Templeton Investments, one of the largest
mutual fund organizations in the U.S., and may be considered in a program for
diversification of assets. Founded in 1947, Franklin is one of the oldest
mutual fund organizations and now services approximately 3 million
shareholder accounts. In 1992, Franklin, a leader in managing fixed-income
mutual funds and an innovator in creating domestic equity funds, joined
forces with Templeton, a pioneer in international investing. The Mutual
Series team, known for its value-driven approach to domestic equity
investing, became part of the organization four years later. Together,
Franklin Templeton Investments has over $229 billion in assets under
management for more than 5 million U.S. based mutual fund shareholder and
other accounts. Franklin Templeton Investments offers 108 U.S. based open-end
investment companies to the public. Each Fund may identify itself by its
Nasdaq symbol or CUSIP number.
Currently, there are more mutual funds than there are stocks listed on the
New York Stock Exchange. While many of them have similar investment goals, no
two are exactly alike. Shares of the Funds are generally sold through
securities dealers, whose investment representatives are experienced
professionals who can offer advice on the type of investments suitable to
your unique goals and needs, as well as the risks associated with such
investments.
DESCRIPTION OF RATINGS
CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. (MOODY'S)
INVESTMENT GRADE
Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa: Bonds rated Aa are judged to be high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present that make the long-term
risks appear somewhat larger.
A: Bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment sometime in the future.
Baa: Bonds rated Baa are considered medium-grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may
be lacking or may be characteristically unreliable over any great length of
time. These bonds lack outstanding investment characteristics and, in fact,
have speculative characteristics as well.
BELOW INVESTMENT GRADE
Ba: Bonds rated Ba are judged to have predominantly speculative elements and
their future cannot be considered well assured. Often the protection of
interest and principal payments is very moderate and, thereby, not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B: Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.
Caa: Bonds rated Caa are of poor standing. These issues may be in default or
there may be present elements of danger with respect to principal or interest.
Ca: Bonds rated Ca represent obligations that are speculative to a high
degree. These issues are often in default or have other marked shortcomings.
C: Bonds rated C are the lowest rated class of bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. The modifier
1 indicates that the security ranks in the higher end of its generic rating
category; modifier 2 indicates a mid-range ranking; and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.
Standard & Poor's Ratings Group (S&P(R))
INVESTMENT GRADE
AAA: This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong and, in the majority of instances,
differ from AAA issues only in a small degree.
A: Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.
BELOW INVESTMENT GRADE
BB, B, CCC, CC: Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligations.
BB indicates the lowest degree of speculation and CC the highest degree of
speculation. While these bonds will likely have some quality and protective
characteristics, they are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C: Bonds rated C are typically subordinated debt to senior debt that is
assigned an actual or implied CCC- rating. The C rating also may reflect the
filing of a bankruptcy petition under circumstances where debt service
payments are continuing. The C1 rating is reserved for income bonds on which
no interest is being paid.
D: Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
SHORT-TERM DEBT & COMMERCIAL PAPER RATINGS
Moody's
Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted. Moody's commercial
paper ratings are opinions of the ability of issuers to repay punctually
their promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following designations for both short-term
debt and commercial paper, all judged to be investment grade, to indicate the
relative repayment capacity of rated issuers:
P-1 (Prime-1): Superior capacity for repayment.
P-2 (Prime-2): Strong capacity for repayment.
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment
is very strong. A "plus" (+) designation indicates an even stronger
likelihood of timely payment.
A-2: Capacity for timely payment on issues with this designation is strong.
The relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.
FRANKLIN
STRATEGIC SERIES
FRANKLIN NATURAL RESOURCES FUND
FRANKLIN TECHNOLOGY FUND
ADVISOR CLASS
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 1, 2000
[INSERT FRANKLIN TEMPLETON BEN HEAD]
P.O. BOX 997151, SACRAMENTO, CA 95899-9983
1-800/DIAL BEN(R)
This Statement of Additional Information (SAI) is not a prospectus. It
contains information in addition to the information in the Funds' prospectus.
The Funds' prospectus, dated September 1, 2000, which we may amend from time
to time, contains the basic information you should know before investing in
the Funds. You should read this SAI together with the Funds' prospectus.
The audited financial statements and auditor's report in the Trust's Annual
Report to Shareholders, for the fiscal year ended April 30, 2000, are
incorporated by reference (are zlegally a part of this SAI).
For a free copy of the current prospectus or annual report, contact your
investment representative or call 1-800/DIAL BEN (1-800/342-5236).
CONTENTS
Goals, Strategies and Risks ................... 2
Officers and Trustees ......................... 20
Management and Other Services ................. 23
Portfolio Transactions ........................ 24
Distributions and Taxes ....................... 25
Organization, Voting Rights and
Principal Holders ............................ 26
Buying and Selling Shares ..................... 27
Pricing Shares ................................ 30
The Underwriter ............................... 31
Performance ................................... 31
Miscellaneous Information ..................... 33
Description of Ratings ........................ 33
-------------------------------------------------------------------------------
MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
o ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
o ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK;
o ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
-------------------------------------------------------------------------------
FSS2 SAIA 09/00
GOALS, STRATEGIES AND RISKS
Generally, the policies and restrictions discussed in this SAI and in the
prospectus apply when a Fund makes an investment. In most cases, the Fund is
not required to sell a security because circumstances change and the security
no longer meets one or more of the Fund's policies or restrictions. If a
percentage restriction or limitation is met at the time of investment, a
later increase or decrease in the percentage due to a change in the value or
liquidity of portfolio securities will not be considered a violation of the
restriction or limitation.
If a bankruptcy or other extraordinary event occurs concerning a particular
security a Fund owns, the Fund may receive stock, real estate, or other
investments that the Fund would not, or could not, buy. If this happens, the
Fund intends to sell such investments as soon as practicable while trying to
maximize the return to shareholders.
Each Fund has adopted certain investment restrictions as fundamental and
non-fundamental policies. A fundamental policy may only be changed if the
change is approved by (i) more than 50% of a Fund's outstanding shares or
(ii) 67% or more of a Fund's shares present at a shareholder meeting if more
than 50% of a Fund's outstanding shares are represented at the meeting in
person or by proxy, whichever is less. A non-fundamental policy may be
changed by the Board of Trustees without the approval of shareholders.
FRANKLIN NATURAL RESOURCES FUND
(NATURAL RESOURCES FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's investment goal is to seek to provide high total return. Total
return consists of both capital appreciation and current dividend and
interest income.
The Fund may not:
1. Make loans to other persons, except by the purchase of bonds, debentures
or similar obligations which are publicly distributed or of a character
usually acquired by institutional investors, or through loans of the Fund's
portfolio securities, or to the extent the entry into a repurchase agreement
or similar transaction may be deemed a loan;
2. Borrow money or mortgage or pledge any of its assets, except in the form
of reverse repurchase agreements or from banks for temporary or emergency
purposes in an amount up to 33% of the value of the Fund's total assets
(including the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Fund's total assets, the Fund will
not make any additional investments;
3. Underwrite securities of other issuers (does not preclude the Fund from
obtaining such short-term credit as may be necessary for the clearance of
purchases and sales of its portfolio securities) or invest more than 5% of
its assets in illiquid securities with legal or contractual restrictions on
resale (although the Fund may invest in Rule 144A restricted securities to
the full extent permitted under the federal securities laws); except that all
or substantially all of the assets of the Fund may be invested in another
registered investment company having the same investment objective and
policies as the Fund;
4. Invest in securities for the purpose of exercising management or control
of the issuer; except that all or substantially all of the assets of the Fund
may be invested in another registered investment company having the same
investment objective and policies as the Fund;
5. Effect short sales, unless at the time the Fund owns securities equivalent
in kind and amount to those sold (which will normally be for deferring
recognition of gains or losses for tax purposes);
6. Invest directly in real estate, real estate limited partnerships or
illiquid securities issued by real estate investment trusts (the Fund may,
however, invest up to 10% of its assets in marketable securities issued by
real estate investment trusts);
7. Invest directly in interests in oil, gas or other mineral leases,
exploration or development programs;
8. Invest in the securities of other investment companies, except where there
is no commission other than the customary brokerage commission or sales
charge, or except that securities of another investment company may be
acquired pursuant to a plan of reorganization, merger, consolidation or
acquisition, and except where the Fund would not own, immediately after the
acquisition, securities of the investment companies which exceed in the
aggregate i) more than 3% of the issuer's outstanding voting stock, ii) more
than 5% of the Fund's total assets and iii) together with the securities of
all other investment companies held by the Fund, exceed, in the aggregate,
more than 10% of the Fund's total assets; except that all or substantially
all of the assets of the Fund may be invested in another registered
investment company having the same investment objective and policies as the
Fund. Pursuant to available exemptions from the 1940 Act, the Fund may invest
in shares of one or more money market funds managed by Advisers, or its
affiliates;
9. Purchase from or sell to its officers and trustees, or any firm of which
any officer or trustee is a member, as principal, any securities, but may
deal with such persons or firms as brokers and pay a customary brokerage
commission; or purchase or retain securities of any issuer if one or more of
the officers or trustees of the trust, or its investment adviser, own
beneficially more than one-half of 1% of the securities of such issuer and
all such officers and trustees together own beneficially more than 5% of such
securities;
10. Concentrate in any industry, except that under normal circumstances the
Fund will invest at least 25% of total assets in the securities issued by
domestic and foreign companies operating within the natural resources sector;
except that all or substantially all of the assets of the Fund may be
invested in another registered investment company having the same investment
objective and policies as the Fund; and
11. Invest more than 10% of its assets in securities of companies which have
a record of less than three years continuous operation, including the
operations of any predecessor companies; except that all or substantially all
of the assets of the Fund may be invested in another registered investment
company having the same investment objective and policies as the Fund.
NON-FUNDAMENTAL INVESTMENT POLICIES
The Fund may not:
1. Engage in joint or joint and several trading accounts
in securities, except that it may: (i) participate in joint repurchase
arrangements; (ii) invest in shares of one or more money market funds managed
by Advisers or its affiliates, to the extent permitted by exemptions granted
under the 1940 Act; or (iii) combine orders to buy or sell with orders from
other persons to obtain lower brokerage commissions.
2. Invest in excess of 5% of its net assets, valued at the lower of cost or
market, in warrants, nor more than 2% of its net assets in warrants not
listed on either the New York Stock Exchange or the American Stock Exchange.
FRANKLIN TECHNOLOGY FUND (TECHNOLOGY FUND)
FUNDAMENTAL INVESTMENT POLICIES
The Fund's principal investment goal is capital appreciation.
The Fund may not:
1. Borrow money, except that the Fund may borrow money from banks or
affiliated investment companies to the extent permitted (a) by the 1940 Act,
or (b) any exemptions therefrom which may be granted by the SEC, or (c) for
temporary or emergency purposes and then in an amount not exceeding 331/3% of
the value of the Fund's total assets (including the amount borrowed).
2. Act as an underwriter except to the extent the Fund may be deemed to be an
underwriter when disposing of securities it owns or when selling its own
shares.
3. Make loans to other persons except (a) through the lending of its
portfolio securities, (b) through the purchase of debt securities, loan
participations and/or engaging in direct corporate loans in accordance with
its investment goal and policies, and (c) to the extent the entry into a
repurchase agreement is deemed to be a loan. The Fund may also make loans to
affiliated investment companies to the extent permitted by the 1940 Act or
any exemptions therefrom which may be granted by the SEC.
4. Purchase or sell real estate and commodities, except that the Fund may
purchase or sell securities of real estate investment trusts, may purchase or
sell currencies, may enter into forward contracts and futures contracts on
securities, currencies, and other indices or any other financial instruments,
and may purchase and sell options on such futures contracts.
5. Issue securities senior to the Fund's presently authorized shares of
beneficial interest, except that this restriction shall not be deemed to
prohibit the Fund from (a) making any permitted borrowings, loans, mortgages
or pledges, (b) entering into options, futures contracts, forward contracts,
repurchase transactions or reverse repurchase transactions, or (c) making
short sales of securities to the extent permitted by the 1940 Act and any
rule or order thereunder, or SEC staff interpretations thereof.
INVESTMENTS, TECHNIQUES, STRATEGIES AND THEIR RISKS
In trying to achieve its investment goals, each Fund
may invest (unless otherwise indicated) in the following types of securities
or engage in the following types of transactions:
BORROWING The Funds do not borrow money or mortgage or pledge any of their
assets, except that the Technology Fund may borrow up to 5% of its total
assets for any purpose other than direct investments in securities and, in
addition, each Fund may enter into reverse repurchase agreements or borrow
for temporary or emergency purposes up to a specified limit. This limit is
331/3% of total assets for the Technology Fund and 33% of total assets for
the Natural Resources Fund. A Fund will not make any additional investments
while its borrowings exceed 5% of its total assets.
CONVERTIBLE SECURITIES Each Fund may invest in convertible securities. A
convertible security is generally a debt obligation or preferred stock that
may be converted within a specified period of time into a certain amount of
common stock of the same or a different issuer. A convertible security
provides a fixed-income stream and the opportunity, through its conversion
feature, to participate in the capital appreciation resulting from a market
price advance in its underlying common stock. As with a straight fixed-income
security, a convertible security tends to increase in market value when
interest rates decline and decrease in value when interest rates rise. Like a
common stock, the value of a convertible security also tends to increase as
the market value of the underlying stock rises, and it tends to decrease as
the market value of the underlying stock declines. Because both interest rate
and market movements can influence its value, a convertible security is not
as sensitive to interest rates as a similar fixed-income security, nor is it
as sensitive to changes in share price as its underlying stock.
A convertible security is usually issued either by an operating company or by
an investment bank. When issued by an operating company, a convertible
security tends to be senior to common stock, but subordinate to other types
of fixed-income securities issued by that company. When a convertible
security issued by an operating company is "converted," the operating company
often issues new stock to the holder of the convertible security but, if the
parity price of the convertible security is less than the call price, the
operating company may pay out cash instead of common stock. If the
convertible security is issued by an investment bank, the security is an
obligation of and is convertible through the issuing investment bank.
The issuer of a convertible security may be important in determining the
security's true value. This is because the holder of a convertible security
will have recourse only to the issuer. In addition, a convertible security
may be subject to redemption by the issuer, but only after a specified date
and under circumstances established at the time the security is issued.
While each Fund uses the same criteria to rate a convertible debt security
that it uses to rate a more conventional debt security, a convertible
preferred stock is treated like a preferred stock for the Fund's financial
reporting, credit rating, and investment limitation purposes. A preferred
stock is subordinated to all debt obligations in the event of insolvency, and
an issuer's failure to make a dividend payment is generally not an event of
default entitling the preferred shareholder to take action. A preferred stock
generally has no maturity date, so that its market value is dependent on the
issuer's business prospects for an indefinite period of time. In addition,
distributions from preferred stock are dividends, rather than interest
payments, and are usually treated as such for corporate tax purposes.
ENHANCED CONVERTIBLE SECURITIES - TECHNOLOGY FUND.
In addition to "plain vanilla" convertibles, a number of different structures
have been created to fit the characteristics of specific investors and
issuers. Examples of these enhanced characteristics for investors include
yield enhancement, increased equity exposure or enhanced downside protection.
From an issuer's perspective, enhanced structures are designed to meet
balance sheet criteria, interest/dividend payment deductibility and reduced
equity dilution. The following are descriptions of common structures of
enhanced convertible securities.
Mandatorily convertible securities (e.g., ACES, DECS, PRIDES, SAILS - each
issuer has a different acronym for their version of these securities) are
considered the most equity-like of convertible securities. At maturity these
securities are mandatorily convertible into common stock, offering investors
some form of yield enhancement in return for some of the upside potential in
the form of a conversion premium. Typical characteristics of mandatories
include: issued as preferred stock, convertible at premium, pay fixed
quarterly dividend (typically 500 to 600 basis points higher than common
stock dividend), and are non-callable for the life of the security (usually
three to five years). An important feature of mandatories is that the number
of shares received at maturity is determined by the difference between the
price of the common stock at maturity and the price of the common stock at
issuance.
Enhanced convertible preferred securities (e.g., QUIPS, TOPrS, and TECONS)
are, from an investor's viewpoint, essentially convertible preferred
securities, i.e. they are issued as preferred stock convertible into common
stock at a premium and pay quarterly dividends. Through this structure the
company establishes a wholly owned special purpose vehicle whose sole purpose
is to issue convertible preferred stock. The offering proceeds pass-through
to the company, which issues the special purpose vehicle a convertible
subordinated debenture with identical terms to the convertible preferred
issued to investors. Benefits to the issuer include increased equity credit
from rating agencies and the deduction of coupon payments for tax purposes.
A company divesting a holding in another company often uses exchangeable
securities. The primary difference between exchangeables and standard
convertible structures is that the issuing company is a different company to
that of the underlying shares.
Yield enhanced stock (YES, also known as PERCS) mandatorily converts into
common stock at maturity and offers investors a higher current dividend than
the underlying common stock. The difference between these structures and
other mandatories is that the participation in stock price appreciation is
capped.
Zero-coupon and deep-discount convertible bonds (OID and LYONs) include the
following characteristics: no or low coupon payments, imbedded put options
allowing the investor to put them on select dates prior to maturity, call
protection (usually three to five years), and lower than normal conversion
premiums at issuance. A benefit to the issuer is that while no cash interest
is actually paid, the accrued interest may be deducted for tax purposes.
Because of their put options, these bonds tend to be less sensitive to
changes in interest rates than either long maturity bonds or preferred
stocks. The put options also provide enhanced downside protection while
retaining the equity participation characteristics of traditional convertible
bonds.
An investment in an enhanced convertible security or any other security may
involve additional risks. A Fund may have difficulty disposing of such
securities because there may be a thin trading market for a particular
security at any given time. Reduced liquidity may have an adverse impact on
market price and the Fund's ability to dispose of particular securities, when
necessary, to meet the Fund's liquidity needs or in response to a specific
economic event, such as the deterioration in the creditworthiness of an
issuer. Reduced liquidity in the secondary market for certain securities also
may make it more difficult for the Fund to obtain market quotations based on
actual trades for purposes of valuing the Fund's portfolio.
FUTURE DEVELOPMENTS. Each Fund may invest in other convertible securities or
enhanced convertible securities that are not presently contemplated for use
by the Fund or that are not currently available but that may be developed, so
long as the opportunities are consistent with the Fund's investment objective
and policies.
Certain issuers of convertible securities may be deemed to be "investment
companies" as defined in the Investment Company Act of 1940, as amended (1940
Act). As a result, the Funds' investment in these securities may be limited
by the restrictions contained in the 1940 Act.
DEBT SECURITIES A debt security typically has a fixed payment schedule that
obligates the issuer to pay interest to the lender and to return the lender's
money over a certain time period. A company typically meets its payment
obligations associated with its outstanding debt securities before it
declares and pays any dividend to holders of its equity securities. Bonds,
notes, and commercial paper differ in the length of the issuer's payment
schedule, with bonds carrying the longest repayment schedule and commercial
paper the shortest.
The market value of debt securities generally varies in response to changes
in interest rates and the financial condition of each issuer. During periods
of declining interest rates, the value of debt securities generally
increases. Conversely, during periods of rising interest rates, the value of
debt securities generally declines. These changes in market value will be
reflected in a Fund's net asset value.
RATINGS. Various investment services publish ratings of some of the debt
securities in which a Fund may invest. These ratings represent the opinions
of the rating services with respect to the issuer's ability to pay interest
and repay principal. They do not purport to reflect the risk of fluctuations
in market value and are not absolute standards of quality. Please see
"Description of Ratings" for a discussion of the ratings.
If the rating on an issue held in a Fund's portfolio is changed by the rating
service or the security goes into default, the manager will consider the
event in its evaluation of the overall investment merits of the security but
will not automatically sell the security.
LIMITS ON DEBT INVESTMENTS. The Funds have different limits on their ability
to invest in debt.
The NATURAL RESOURCES FUND may invest up to 35% of
its assets in U.S. and foreign equity and debt securities. The Fund will only
buy commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's, or unrated commercial paper that it determines to be of comparable
quality.
The TECHNOLOGY FUND will invest less than 5% of its net assets in debt
securities.
DERIVATIVE SECURITIES
Although the Funds have authority to invest in various types of derivative
securities and engage in hedging transactions, the Funds currently do not
intend to invest in derivative securities or engage in hedging transactions.
Hedging is a technique designed to reduce a potential loss to the Fund as a
result of certain economic or market risks, including risks related to
fluctuations in interest rates, currency exchange rates between U.S. and
foreign currencies or between different foreign currencies, and broad or
specific market movements.
In order to hedge against currency exchange rate risks, the NATURAL RESOURCES
FUND may enter into forward currency exchange contracts and currency futures
contracts and options on such futures contracts, as well as buy put or call
options and write covered put and call options on currencies traded in U.S.
or foreign markets. The Fund may also buy and sell forward contracts (to the
extent they are not deemed commodities) for non-hedging purposes when the
manager anticipates that the foreign currency will appreciate or depreciate
in value, but securities denominated in that currency do not present
attractive investment opportunities and are not held in the Fund's portfolio.
The Fund generally will not enter into a forward contract with a term of
greater than one year.
The TECHNOLOGY FUND may write (sell) covered put and call options and buy put
and call options on securities listed on a national securities exchange and
in the over-the-counter (OTC) market. Additionally, the Fund may "close out"
options it has entered into. The Fund may also buy and sell both call and put
options on stock indices in order to hedge against the risk of market or
industry-wide stock price fluctuations or to increase income to the Fund. The
Fund may invest in futures contracts only to hedge against changes in the
value of its securities or those it intends to buy. The Fund will not enter
into a futures contract if the amounts paid for open contracts, including
required initial deposits, would exceed 5% of net assets. The Fund may
purchase and write options on futures contracts for hedging purposes only.
Unless otherwise noted in the fund's policies, the value of the underlying
securities on which options may be written at any one time will not exceed
15% of the fund's assets. Nor will the fund purchase put or call options if
the aggregate premium paid for such options would exceed 5% of its assets at
the time of purchase. The fund will not enter into any stock index or
financial futures contract or related option if, immediately thereafter, more
than one third of total assets would be represented by futures contracts and
related options. The fund may purchase or sell futures contracts or options
on futures contracts if, immediately thereafter, the aggregate amount of
initial margin deposits on all the futures positions of the fund and the
premiums paid on options on futures contracts would exceed 5% of the market
value of the fund's total assets.
The Funds' transactions in options, futures contracts, and forward contracts
may be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company. These transactions are also
subject to special tax rules that may affect the amount, timing, and
character of certain distributions to shareholders. For more information,
please see "Distributions and Taxes."
A Fund's ability to hedge effectively all or a portion of its securities
through transactions in options on securities and stock indexes, stock index
futures, financial futures and related options depends on the degree to which
price movements in the underlying index or underlying debt securities
correlate with price movements in the relevant portion of the Fund's
portfolio. Inasmuch as such securities will not duplicate the components of
any index or underlying securities, the correlation will not be perfect.
Consequently, the Fund bears the risk that the prices of the securities being
hedged will not move in the same amount as the hedging instrument. It is also
possible that there may be a negative correlation between the index or other
securities underlying the hedging instrument and the hedged securities which
would result in a loss on both the securities and the hedging instrument.
Accordingly, successful use by the Funds of options on securities and stock
indexes, stock index futures, financial futures and related options will be
subject to the manager's ability to predict correctly movements in the
direction of the securities markets generally or of a particular segment.
This requires different skills and techniques than predicting changes in the
price of individual stocks.
In addition, adverse market movements could cause a Fund to lose up to its
full investment in a call option contract and/or to experience substantial
losses on an investment in a futures contract. There is also the risk of loss
by a Fund of margin deposits in the event of bankruptcy of a broker with whom
the Fund has an open position in a futures contract or option.
Positions in stock index and securities options, stock index futures, and
financial futures and related options may be closed out only on an exchange
that provides a secondary market. There can be no assurance that a liquid
secondary market will exist for any particular option or futures contract or
related option at any specific time. Thus, it may not be possible to close an
option or futures position. If a Fund were unable to close out a futures or
option position, and if prices moved adversely, the Fund would have to
continue to make daily cash payments to maintain its required margin, and, if
the Fund had insufficient cash, it might have to sell portfolio securities at
a disadvantageous time. In addition, a Fund might be required to deliver the
stocks underlying futures or options contracts it holds. The inability to
close options or futures positions could also have an adverse impact on a
Fund's ability to effectively hedge its securities. Each Fund will enter into
an option or futures position only if there appears to be a liquid secondary
market for such options or futures.
There can be no assurance that a continuous liquid secondary market will
exist for any particular OTC option at any specific time. Consequently, a
Fund may be able to realize the value of an OTC option it has purchased only
by exercising it or entering into a closing sale transaction with the dealer
that issued it. When a Fund writes an OTC option, it generally can close out
that option before its expiration only by entering into a closing purchase
transaction with the dealer to which the Fund originally wrote it. If a
covered call option writer cannot effect a closing transaction, it cannot
sell the underlying security until the option expires or the option is
exercised. Therefore, a covered call option writer of an OTC option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, a secured put writer of an OTC option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a buyer of a put
or call option might also find it difficult to terminate its position on a
timely basis in the absence of a liquid secondary market.
The CFTC and the various exchanges have established limits referred to as
"speculative position limits" on the maximum net long or net short position
that any person may hold or control in a particular futures contract. Trading
limits are also imposed on the maximum number of contracts that any person
may trade on a particular trading day. An exchange may order the liquidation
of positions found to be in violation of these limits and it may impose other
sanctions or restrictions. The Funds do not believe that these trading and
positions limits will have an adverse impact on the Funds' strategies for
hedging their securities.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the natures of those markets, are subject to distortions.
First, all participants
in the futures market are subject to initial deposit and variation margin
requirements. Rather than meeting additional variation margin requirements,
investors may close futures contracts through offsetting transactions that
could distort the normal relationship between the cash and futures markets.
Second, the liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the futures
market could be reduced, thus producing distortion. Third, from the point of
view of speculators, the margin deposit requirements in the futures market
are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of general interest rate trends by the manager may still not
result in a successful transaction.
Although each Fund believes that the use of any futures contracts entered
into will benefit the Fund, if the manager's investment judgment about the
general direction of interest rates is incorrect, the Fund's overall
performance would be poorer than if it had not entered into any such
contract. For example, if a Fund has hedged against the possibility of an
increase in interest rates that would adversely affect the price of bonds
held in its portfolio and interest rates decrease instead, the Fund will lose
part or all of the benefit of the increased value of its bonds which it has
hedged because it will have offsetting losses in its futures positions. In
addition, in these situations, if a Fund has insufficient cash, it may have
to sell securities from its portfolio to meet daily variation margin
requirements. These sales may be, but will not necessarily be, at increased
prices, which reflect the rising market. A Fund may have to sell securities
at a time when it may be disadvantageous to do so.
Each Fund's sale of futures contracts and purchase of put options on futures
contracts will be solely to protect its investments against declines in
value. Each Fund expects that normally it will buy securities upon
termination of long futures contracts and long call options on future
contracts, but under unusual market conditions it may terminate any of these
positions without a corresponding purchase of securities.
Forward foreign currency exchange contracts - all Funds. The Funds may enter
into forward foreign currency exchange contracts (Forward Contract(s)) to
attempt to minimize the risk to the Fund from adverse changes in the
relationship between currencies or to enhance income. A Forward Contract is
an obligation to buy or sell a specific currency for an agreed price at a
future date and is individually negotiated and privately traded by currency
traders and their customers.
A 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 that security.
Additionally, when a Fund believes that a foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a Forward
Contract to sell an amount of that foreign currency approximating the value
of some or all of the Fund's portfolio securities denominated in that foreign
currency. Similarly, when a Fund believes that the U.S. dollar may suffer a
substantial decline against a foreign currency, it may enter into a Forward
Contract to buy that foreign currency for a fixed dollar amount.
To limit potential risks in connection with the purchase of currency under
Forward Contracts, cash, cash equivalents or readily marketable high grade
debt securities equal to the amount of the purchase will be held aside or in
a segregated account with the Fund's custodian bank to be used to pay for the
commitment, or the Fund will cover any commitments under these contracts to
sell currency by owning the underlying currency (or an absolute right to
acquire the currency). The segregated account will be marked-to-market on a
daily basis.
Forward Contracts may limit the potential gain from a positive change in the
relationship between the U.S. dollar and foreign currencies or between
foreign currencies. Unanticipated changes in currency exchange rates also may
result in poorer overall performance for a Fund than if it had not entered
into Forward Contracts.
While these contracts are not presently regulated by the CFTC, the CFTC may
in the future assert authority to regulate forward contracts. In this event,
the Funds' ability to use forward contracts may be restricted. The use of
foreign currency forward contracts will not eliminate fluctuations in the
underlying U.S. dollar equivalent value of, or rates of return on, a Fund's
foreign currency denominated portfolio securities and the use of such
techniques will subject the Fund to certain risks.
The matching of the increase in value of a forward contract and the decline
in the U.S. dollar equivalent value of the foreign currency denominated asset
that is the subject of the hedge generally will not be precise. In addition,
a Fund may not always be able to enter into foreign currency forward
contracts at attractive prices and this will limit the Fund's ability to use
such contracts to hedge or cross-hedge its assets. Also, with regard to the
Funds' use of cross-hedges, there can be no assurance that historical
correlations between the movement of certain foreign currencies relative to
the U.S. dollar will continue. Thus, at any time, poor correlation may exist
between movements in the exchange rates of the foreign currencies in which a
Fund's assets that are the subject of such cross-hedges are denominated.
FOREIGN CURRENCY FUTURES - ALL FUNDS. The Funds may buy and sell foreign
currency futures contracts to hedge against changes in the level of future
currency rates. These contracts involve an agreement to buy or sell a
specific currency at a future date at a price set in the contract. Assets
will be held aside or in a segregated account with the Fund's custodian bank
as required to cover the Fund's obligations under its foreign currency
futures contracts.
By entering into these contracts, a Fund is able to protect against a loss
resulting from an adverse change in the relationship between the U.S. dollar
and a foreign currency occurring between the trade and settlement dates of
the Fund's securities transaction. These contracts also tend to limit the
potential gains that might result from a positive change in such currency
relationships.
OPTIONS ON FOREIGN CURRENCIES - ALL FUNDS. The Funds may buy and write put
and call options on foreign currencies traded on U.S. and foreign exchanges
or over-the-counter, for hedging purposes to protect against declines in the
U.S. dollar value of foreign portfolio securities or other assets to be
acquired. As with other kinds of options, the writing of an option on foreign
currency will only be a partial hedge, up to the amount of the premium
received, and a Fund could be required to buy or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on foreign currency may be an effective hedge against fluctuations in
exchange rates although, in the event of rate movements adverse to the Fund's
position, a Fund may forfeit the entire amount of the premium plus related
transaction costs.
A decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of the securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminutions in the value of portfolio securities, the
Funds may buy put options on the foreign currency. If the value of the
currency does decline, a Fund will have the right to sell the currency for a
fixed amount in dollars and will thereby offset, in whole or part, the
adverse effect on its portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, the Funds may buy call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of
options, however, the benefit to a Fund deriving from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, a Fund could sustain losses on
transactions in foreign currency options that would require it to forego a
portion or all of the benefits of advantageous changes in such rates.
The Funds may write options on foreign currencies for the same types of
hedging purposes. For example, where a Fund anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of buying a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the decline in value of
portfolio securities will be offset by the amount of the premium received.
Similarly, instead of buying a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, a Fund could write
a put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute
only a partial hedge up to the amount of the premium, and only if rates move
in the expected direction. If this does not occur, the option may be
exercised and the Fund would be required to buy or sell the underlying
currency at a loss, which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, a Fund also may be
required to forego all or a portion of the benefits that might otherwise have
been obtained from favorable movements in exchange rates.
The Funds may write covered call options on foreign currencies. A call option
written on a foreign currency is "covered" if the Fund owns the underlying
foreign currency covered by the call or has an absolute and immediate right
to acquire that foreign currency without additional cash consideration (or
for additional cash consideration held in a segregated account by its
custodian bank) upon conversion or exchange of other foreign currency held in
its portfolio. A call option is also covered if the Fund has a call on the
same foreign currency and in the same principal amount as the call written
where the exercise price of the call held is (a) equal to or less than the
exercise price of the call written or (b) greater than the exercise price of
the call written if the difference is maintained by the Fund in cash, U.S.
government securities, or other high grade liquid debt securities in a
segregated account with its custodian bank.
The Funds may also write call options on foreign currencies that are not
covered for cross-hedging purposes. A call option on a foreign currency is
for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the Fund
owns or has the right to acquire and which is denominated in the currency
underlying the option due to an adverse change in the exchange rate. In such
circumstances, a Fund collateralizes the option by maintaining in a
segregated account with the Fund's custodian bank, cash or U.S. government
securities or other high grade liquid debt securities in an amount not less
than the value of the underlying foreign currency in U.S. dollars
marked-to-market daily.
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the SEC. To the contrary, such instruments are
traded through financial institutions acting as market makers, although
foreign currency options are also traded on certain national securities
exchanges, such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation. Similarly, options
on currencies may be traded over-the-counter. In an OTC trading environment,
many of the protections afforded to exchange participants will not be
available. For example, there are no daily price fluctuation limits, and
adverse market movements could therefore continue to an unlimited extent over
a period of time. Although the purchaser of an option cannot lose more than
the amount of the premium plus related transaction costs, this entire amount
could be lost. Moreover, the option writer and a trader of forward contracts
could lose amounts substantially in excess of their initial investments, due
to the margin and collateral requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on these
exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation (OCC), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a national securities
exchange may be more readily available than in the OTC market, potentially
permitting a Fund to liquidate open positions at a profit before exercise or
expiration, or to limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
are subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on
foreign currencies involve certain risks not presented by the OTC market. For
example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it
determines that foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would result in
undue burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or prohibitions
on exercise.
In addition, forward contracts and options on foreign currencies may be
traded on foreign exchanges. Such transactions are subject to the risk of
governmental actions affecting trading in, or the prices of, foreign
currencies. The value of these positions also could be adversely affected by
(i) other complex foreign political and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions,
(iii) delays in a Fund's ability to act upon economic events occurring in
foreign markets during non-business hours in the U.S., (iv) the imposition of
different exercise and settlement terms and procedures and margin
requirements than in the U.S., and (v) less trading volume.
OPTIONS AND FINANCIAL FUTURES - ALL FUNDS. The Fund may write covered put and
call options and buy put and call options on stocks, stocks indices, and
bonds that trade on securities exchanges and in the over-the-counter market.
The Funds may buy and sell futures and options on futures with respect to
stock and bond indices. Additionally, the Funds may engage in "close-out"
transactions with respect to futures and options.
WRITING CALL OPTIONS - ALL FUNDS. Call options written by a Fund give the
holder the right to buy the underlying securities from the Fund at a stated
exercise price. A call option written by a Fund is "covered" if the Fund owns
the underlying security that is subject to the call or has an absolute and
immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a segregated
account by its custodian bank) upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Fund
holds a call on the same security and in the same principal amount as the
call written where the exercise price of the call held is (a) equal to or
less than the exercise price of the call written or (b) greater than the
exercise price of the call written if the difference is maintained by the
Fund in cash and high grade debt securities in a segregated account with its
custodian bank. The premium paid by the buyer of an option will reflect,
among other things, the relationship of the exercise price to the market
price and volatility of the underlying security, the remaining term of the
option, supply and demand, and interest rates.
With regard to certain options, the writer of an option may have no control
over when the underlying securities must be sold, in the case of a call
option, because the writer may be assigned an exercise notice at any time
before the termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This amount may,
in the case of a covered call option, be offset by a decline in the market
value of the underlying security during the option period. If a call option
is exercised, the writer experiences a profit or loss from the sale of the
underlying security.
The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction" by buying an option of the same series as the
option previously written. The effect of the purchase is that the clearing
corporation will cancel the writer's position. A writer may not effect a
closing purchase transaction, however, after being notified of the exercise
of an option. Likewise, an investor who is the holder of an option may
liquidate its position by effecting a "closing sale transaction" by selling
an option of the same series as the option previously purchased. There is no
guarantee that either a closing purchase or a closing sale transaction can be
effected.
Effecting a closing transaction in the case of a written call option will
allow the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both. Also, effecting
a closing transaction will allow the cash or proceeds from the concurrent
sale of any securities subject to the option to be used for other Fund
investments. If the Fund desires to sell a particular security from its
portfolio on which it has written a call option, it will effect a closing
transaction before or at the same time as the sale of the security.
The Fund will realize a profit from a closing transaction if the price of the
transaction is less than the premium received from writing the option or is
more than the premium paid to buy the option. The Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
buy the option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be
offset in whole or in part by appreciation of the underlying security owned
by the Fund.
BUYING CALL OPTIONS - ALL FUNDS. The Fund may buy call options on securities
that it intends to purchase in order to limit the risk of a substantial
increase in the market price of such security. The Fund may also buy call
options on securities held in its portfolio and on which it has written call
options. A call option gives the holder the right to buy the underlying
securities from the option writer at a stated exercise price. Before its
expiration, a call option may be sold in a closing sale transaction. Profit
or loss from the sale will depend on whether the amount received is more or
less than the premium paid for the call option plus related transaction costs.
WRITING PUT OPTIONS - ALL FUNDS. The Fund may write covered put options. A
put option gives the buyer of the option the right to sell, and the writer
(seller) the obligation to buy, the underlying security at the exercise price
during the option period. The option may be exercised at any time before its
expiration date. The operation of put options in other respects, including
their related risks and rewards, is substantially identical to that of call
options.
If the Fund writes put options, it will do so on a covered basis. This means
that the Fund would maintain, in a segregated account, cash, U.S. government
securities, or other liquid, high-grade debt securities in an amount not less
than the exercise price at all times while the put option is outstanding. The
rules of the clearing corporation currently require that such assets be
deposited in escrow to secure payment of the exercise price. The Fund would
generally write covered put options when the manager wants to buy the
underlying security or currency for the Fund's portfolio at a price lower
than the current market price of the security or currency. In this event, the
Fund would write a put option at an exercise price that, reduced by the
premium received on the option, reflects the lower price it is willing to
pay. Since the Fund would also receive interest on debt securities maintained
to cover the exercise price of the option, this technique could be used to
enhance current return during periods of market uncertainty. The risk in such
a transaction would be that the market price of the underlying security or
currency would decline below the exercise price less the premiums received.
BUYING PUT OPTIONS - ALL FUNDS. Each Fund may buy a put option on an
underlying security or currency owned by the Fund as a hedging technique in
order to protect against an anticipated decline in the value of the security
or currency (protective put). Such hedge protection is provided only during
the life of the put option when the Fund, as the holder of the put option, is
able to sell the underlying security or currency at the put exercise price,
regardless of any decline in the underlying security's market price or
currency's exchange value. For example, a put option may be purchased in
order to protect unrealized appreciation of a security or currency when the
manager deems it desirable to continue to hold the security or currency
because of tax considerations. The premium paid for the put option and any
transaction costs would reduce any capital gain otherwise available for
distribution when the security or currency is eventually sold.
Each Fund may also buy put options at a time when the Fund does not own the
underlying security or currency. By buying put options on a security or
currency it does not own, the Fund seeks to benefit from a decline in the
market price of the underlying security or currency. If the put option is not
sold when it has remaining value, and if the market price of the underlying
security or currency remains equal to or greater than the exercise price
during the life of the put option, the Fund will lose its entire investment
in the put option. In order for the purchase of a put option to be
profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and
transaction costs, unless the put option is sold in a closing sale
transaction.
The premium paid by the Fund when buying a put option will be recorded as an
asset in the Fund's statement of assets and liabilities. This asset will be
adjusted daily to the option's current market value, which will be the latest
sale price at the time at which the net asset value per share of the Fund is
computed. The asset will be extinguished upon expiration of the option, the
writing of an identical option in a closing transaction, or the delivery of
the underlying security or currency upon the exercise of the option.
OVER-THE-COUNTER (OTC) OPTIONS - ALL FUNDS. Each Fund intends to write
covered put and call options and buy put and call options that trade in the
over-the-counter market to the same extent that it will engage in exchange
traded options. OTC options, however, differ from exchange traded options in
certain material respects.
OTC options are arranged directly with dealers and not, as is the case with
exchange traded options, with a clearing corporation. Thus, there is a risk
of non-performance by the dealer. Because there is no exchange, pricing is
typically done by reference to information from market makers. OTC options
are available, however, for a greater variety of securities, and in a wider
range of expiration dates and exercise prices, than exchange traded options,
and the writer of an OTC option is paid the premium in advance by the dealer.
The Funds understand the current position of the staff of the U.S. Securities
and Exchange Commission (SEC) to be that purchased OTC options are illiquid
securities and that the assets used to cover the sale of an OTC option are
considered illiquid. The Funds and the manager disagree with this position.
Nevertheless, pending a change in the staff's position, each Fund will treat
OTC options and "cover" assets as subject to the Fund's limitation on
illiquid securities.
OPTIONS ON STOCK INDICES - ALL FUNDS. The Funds may buy call and put options
on stock indices in order to hedge against the risk of market or
industry-wide stock price fluctuations. Call and put options on stock indices
are similar to options on securities except that, rather than the right to
buy or sell stock at a specified price, options on a stock index give the
holder the right to receive, upon exercise of the option, an amount of cash
if the closing level of the underlying stock index is greater than (or less
than, in the case of puts) the exercise price of the option. This amount of
cash is equal to the difference between the closing price of the index and
the exercise price of the option, expressed in dollars multiplied by a
specified number. Thus, unlike stock options, all settlements are in cash,
and gain or loss depends on price movements in the stock market generally (or
in a particular industry or segment
of the market) rather than price movements in individual stocks.
When a Fund writes an option on a stock index, the Fund will establish a
segregated account containing cash or high quality fixed-income securities
with its custodian bank in an amount at least equal to the market value of
the underlying stock index and will maintain the account while the option is
open or it will otherwise cover the transaction.
FUTURES CONTRACTS - ALL FUNDS. The Funds may enter into contracts for the
purchase or sale for future delivery of securities and in such contracts
based upon financial indices (financial futures). Financial futures contracts
are commodity contracts that obligate the long or short holder to take or
make delivery of a specified quantity of a financial instrument, such as a
security, or the cash value of a securities index during a specified future
period at a specified price. A "sale" of a futures contract means the
acquisition of a contractual obligation to deliver the securities called for
by the contract at a specified price on a specified date. A "purchase" of a
futures contract means the acquisition of a contractual obligation to acquire
the securities called for by the contract at a specified price on a specified
date. Futures contracts have been designed by exchanges that have been
designated "contracts markets" by the Commodity Futures Trading Commission
(CFTC) and must be executed through a futures commission merchant, or
brokerage firm, which is a member of the relevant contract market.
At the same time a futures contract is purchased or sold, a Fund must
allocate cash or securities as a deposit payment (initial deposit). Daily
thereafter, the futures contract is valued and the payment of "variation
margin" may be required since each day the Fund would provide or receive cash
that reflects any decline or increase in the contract's value.
Although futures contracts by their terms call for the actual delivery or
acquisition of securities, in most cases the contractual obligation is fulfilled
before the date of the contract without having to make or take delivery of the
securities. The offsetting of a contractual obligation is accomplished by buying
(or selling, as the case may be) on a commodities exchange an identical futures
contract calling for delivery in the same month. Such a transaction, which is
effected through a member of an exchange, cancels the obligation to make or take
delivery of the securities. Since all transactions in the futures market are
made, offset or fulfilled through a clearinghouse associated with the exchange
on which the contracts are traded, the Fund will incur brokerage fees when it
buys or sells futures contracts.
A Fund will generally not engage in transactions in futures contracts or related
options for speculation but only as a hedge against changes resulting from
market conditions in the values of its securities or securities that it intends
to buy. The purpose of the acquisition or sale of a futures contract is to
attempt to protect the Fund from fluctuations in price of portfolio securities
without actually buying or selling the underlying security. To the extent a Fund
enters into a futures contract, it will maintain with its custodian bank, to the
extent required by the rules of the SEC, assets in a segregated account to cover
its obligations with respect to such contract which will consist of cash, cash
equivalents, or high quality debt securities from its portfolio in an amount
equal to the difference between the fluctuating market value of such futures
contract and the aggregate value of the initial and variation margin payments
made by the Fund with respect to such futures contracts.
STOCK INDEX FUTURES - ALL FUNDS. A stock index futures contract obligates the
seller to deliver (and the buyer to take) an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
stock index at the close of the last trading day of the contract and the
price at which the agreement is made. No physical delivery of the underlying
stocks in the index is made.
Each Fund may sell stock index futures contracts in anticipation of or during
a market decline to attempt to offset the decrease in market value of its
equity securities that might otherwise result. When the Fund is not fully
invested in stocks and anticipates a significant market advance, it may
purchase stock index futures in order to gain rapid market exposure that may
in part or entirely offset increases in the cost of common stocks that it
intends to buy.
OPTIONS ON STOCK INDEX FUTURES - ALL FUNDS. The Funds may buy and sell call
and put options on stock index futures to hedge against risks of market-side
price movements. The need to hedge against such risks will depend on the
extent of diversification of the Fund's common stock portfolio and the
sensitivity of such investments to factors influencing the stock market as a
whole.
Call and put options on stock index futures are similar to options on
securities except that, rather than the right to buy or sell stock at a
specified price, options on stock index futures give the holder the right to
receive cash. Upon exercise of the option, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's futures
margin account which represents the amount by which the market price of the
futures contract, at exercise, exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised on the last trading day before the
expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the
closing price of the futures contract on the expiration date.
Bond index futures and related options - all Funds. The Funds may purchase
and sell futures contracts based on an index of debt securities and options
on such futures contracts to the extent they currently exist and, in the
future, may be developed. The Funds reserve the right to conduct futures and
options transactions based on an index which may be developed in the future
to correlate with price movements in certain categories of debt securities.
Each Fund's investment strategy in employing futures contracts based on an
index of debt securities will be similar to that used by it in other
financial futures transactions.
The Funds also may buy and write put and call options on bond index futures
and enter into closing transactions with respect to such options.
FUTURE DEVELOPMENTS - ALL FUNDS. Each Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other derivative investments that are not presently
contemplated for use by the Fund or which are not currently available but
which may be developed, to the extent such opportunities are both consistent
with the Fund's investment goal and legally permissible for the Fund.
EQUITY SECURITIES The purchaser of an equity security typically receives an
ownership interest in the company as well as certain voting rights. The owner
of an equity security may participate in a company's success through the
receipt of dividends, which are distributions of earnings by the company to
its owners. Equity security owners may also participate in a company's
success or lack of success through increases or decreases in the value of the
company's shares as traded in the public trading market for such shares.
Equity securities generally take the form of common stock or preferred stock.
Preferred stockholders typically receive greater dividends but may receive
less appreciation than common stockholders and may have greater or lesser
voting rights. Equity securities may also include warrants or rights.
Warrants or rights give the holder the right to purchase a common stock at a
given time for a specified price.
FOREIGN SECURITIES The Funds have different limits on their ability to invest
in foreign securities.
The NATURAL RESOURCES FUND expects to invest more of its assets in U.S.
securities than in securities of any other single country, but the Fund may
invest more than 50% of its total assets in foreign securities.
The TECHNOLOGY FUND may invest up to 35% of total assets in foreign
securities.
You should consider carefully the substantial risks involved in securities of
companies of foreign nations, which are in addition to the usual risks
inherent in domestic investments.
There may be less publicly available information about foreign companies
comparable to the reports and ratings published about companies in the U.S.
Foreign companies are not generally subject to uniform accounting or
financial reporting standards, and auditing practices and requirements may
not be comparable to those applicable to U.S. companies. The Funds,
therefore, may encounter difficulty in obtaining market quotations for
purposes of valuing their portfolios and calculating their net asset values.
Foreign markets have substantially less volume than the New York Stock
Exchange, and securities of some foreign companies are less liquid and more
volatile than securities of comparable U.S. companies. Commission rates in
foreign countries, which are generally fixed rather than subject to
negotiation as in the U.S., are likely to be higher. In many foreign
countries there is less government supervision and regulation of stock
exchanges, brokers, and listed companies than in the U.S.
Investments in companies domiciled in developing countries may be subject to
potentially higher risks than investments in developed countries. These risks
include (i) less social, political, and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict
a Fund's investment opportunities, including restrictions on investment in
issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed legal structures governing private or
foreign investment or allowing for judicial redress for injury to private
property; (vi) the absence, until recently in certain Eastern European
countries, of a capital market structure or market-oriented economy; and
(vii) the possibility that recent favorable economic developments in Eastern
Europe may be slowed or reversed by unanticipated political or social events
in such countries.
In addition, many countries in which the Funds may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some developing countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency, and balance of payments
position.
Investing in Russian companies involves a high degree of risk and special
considerations not typically associated with investing in the U.S. securities
markets, and should be considered highly speculative. Such risks include,
together with Russia's continuing political and economic instability and the
slow-paced development of its market economy, the following: (a) delays in
settling portfolio transactions and risk of loss arising out of Russia's
system of share registration and custody; (b) the risk that it may be
impossible or more difficult than in other countries to obtain and/or enforce
a judgment; (c) pervasiveness of corruption, insider trading, and crime in
the Russian economic system; (d) currency exchange rate volatility and the
lack of available currency hedging instruments; (e) higher rates of inflation
(including the risk of social unrest associated with periods of
hyper-inflation); (f) controls on foreign investment and local practices
disfavoring foreign investors and limitations on repatriation of invested
capital, profits, and dividends, and on the Fund's ability to exchange local
currencies for U.S. dollars; (g) the risk that the government of Russia or
other executive or legislative bodies may decide not to continue to support
the economic reform programs implemented since the dissolution of the Soviet
Union and could follow radically different political and/or economic policies
to the detriment of investors, including non-market-oriented policies such as
the support of certain industries at the expense of other sectors or
investors, a return to the centrally planned economy that existed prior to
the dissolution of the Soviet Union, or the nationalization of privatized
enterprises; (h) the risks of investing in securities with substantially less
liquidity and in issuers having significantly smaller market capitalization,
when compared to securities and issuers in more developed markets; (i) the
difficulties associated in obtaining accurate market valuations of many
Russian securities, based partly on the limited amount of publicly available
information; (j) the financial condition of Russian companies, including
large amounts of inter-company debt which may create a payments crisis on a
national scale; (k) dependency on exports and the corresponding importance of
international trade; (l) the risk that the Russian tax system will not be
reformed to prevent inconsistent, retroactive and/or exorbitant taxation or,
in the alternative, the risk that a reformed tax system may result in the
inconsistent and unpredictable enforcement of the new tax laws; (m) possible
difficulty in identifying a purchaser of securities held by the Fund due to
the underdeveloped nature of the securities markets; (n) the possibility that
pending legislation could restrict the levels of foreign investment in
certain industries, thereby limiting the number of investment opportunities
in Russia; (o) the risk that pending legislation would confer to Russian
courts the exclusive jurisdiction to resolve disputes between foreign
investors and the Russian government, instead of bringing such disputes
before an internationally-accepted third-country arbitrator; and (p) the
difficulty in obtaining information about the financial condition of Russian
issuers, in light of the different disclosure and accounting standards
applicable to Russian companies.
There is little long-term historical data on Russian securities markets
because they are relatively new, and a substantial proportion of securities
transactions in Russia is privately negotiated outside of stock exchanges.
Because of the recent formation of the securities markets as well as the
underdeveloped state of the banking and telecommunications systems,
settlement, clearing, and registration of securities transactions are subject
to significant risks. Ownership of shares (except where shares are held
through depositories that meet the requirements of the Investment Company Act
of 1940) is defined according to entries in the company's share register and
normally evidenced by extracts from the register or by formal share
certificates. However, there is no central registration system for
shareholders, and these services are carried out by the companies themselves
or by registrars located throughout Russia. These registrars are not
necessarily subject to effective state supervision, nor are they licensed
with any governmental entity, and it is possible for a Fund to lose its
registration through fraud, negligence, or even mere oversight. While each
Fund will endeavor to ensure that its interest continues to be appropriately
recorded either itself or through a custodian or other agent inspecting the
share register and by obtaining extracts of share registers through regular
confirmations, these extracts have no legal enforceability, and it is
possible that subsequent illegal amendment or other fraudulent act may
deprive the Fund of its ownership rights or improperly dilute its interests.
In addition, while applicable Russian regulations impose liability on
registrars for losses resulting from their errors, it may be difficult for
the Fund to enforce any rights it may have against the registrar or issuer of
the securities in the event of loss of share registration. Furthermore,
although a Russian public enterprise with more than 500 shareholders is
required by law to contract out the maintenance of its shareholder register
to an independent entity that meets certain criteria, in practice this
regulation has not always been strictly enforced. Because of this lack of
independence, management of a company may be able to exert considerable
influence over who can purchase and sell the company's shares by illegally
instructing the registrar to refuse to record transactions in the share
register. In addition, so-called "financial-industrial groups" have emerged
in recent years that seek to deter outside investors from interfering in the
management of companies they control. These practices may prevent a Fund from
investing in the securities of certain Russian companies deemed suitable by
the manager. Further, this also could cause a delay in the sale of Russian
company securities by a Fund if a potential purchaser is deemed unsuitable,
which may expose the Fund to potential loss on the investment.
The manager endeavors to buy and sell foreign currencies on as favorable a
basis as practicable. Some price spread on currency exchange (to cover
service charges) may be incurred, particularly when a Fund changes
investments from one country to another or when proceeds of the sale of
shares in U.S. dollars are used for the purchase of securities in foreign
countries. Also, some countries may adopt policies that would prevent the
Funds from transferring cash out of the country or withhold portions of
interest and dividends at the source. There is the possibility of cessation
of trading on national exchanges, expropriation, nationalization, or
confiscatory taxation, withholding, and other foreign taxes on income or
other amounts, foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability, or diplomatic
developments that could affect investments in securities of issuers in
foreign nations.
The Funds may be affected either favorably or unfavorably by fluctuations in
the relative rates of exchange between the currencies of different nations,
by exchange control regulations, and by indigenous economic and political
developments. Some countries in which the Funds may invest may also have
fixed or managed currencies that are not free-floating against the U.S.
dollar. Further, certain currencies may not be internationally traded.
Certain of these currencies have experienced a steady devaluation relative to
the U.S. dollar. Any devaluations in the currencies in which a Fund's
portfolio securities are denominated may have a detrimental impact on the
Fund. Through each Fund's flexible policy, management endeavors to avoid
unfavorable consequences and to take advantage of favorable developments in
particular nations where, from time to time, it places the Fund's investments.
The exercise of this flexible policy may include decisions to purchase
securities with substantial risk characteristics and other decisions such as
changing the emphasis on investments from one nation to another and from one
type of security to another. Some of these decisions may later prove
profitable and others may not. No assurance can be given that profits, if
any, will exceed losses.
The board of trustees considers at least annually the likelihood of the
imposition by any foreign government of exchange control restrictions which
would affect the liquidity of the Funds' assets maintained with custodians in
foreign countries, as well as the degree of risk from political acts of
foreign governments to which such assets may be exposed. The board of
trustees also considers the degree of risk involved through the holding of
portfolio securities in domestic and foreign securities depositories.
However, in the absence of willful misfeasance, bad faith, or gross
negligence on the part of the manager, any losses resulting from the holding
of a Fund's portfolio securities in foreign countries and/or with securities
depositories will be at the risk of the shareholders. No assurance can be
given that the appraisal of the risks by the Fund's board of trustees will
always be correct or that such exchange control restrictions or political
acts of foreign governments might not occur.
DEPOSITARY RECEIPTS. The Natural Resources Fund may invest in American
Depositary Receipts (ADRs) and the Technology Fund may invest in ADRs,
European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) of
non-U.S. issuers. Such depositary receipts are interests in a pool of a
non-U.S. company's securities that have been deposited with a bank or trust
company. The bank or trust company then sells interests in the pool to
investors in the form of depositary receipts. Depositary receipts can be
unsponsored or sponsored by the issuer of the underlying securities or by the
issuing bank or trust company.
ADRs are usually issued by an American bank or trust company and may be
registered for use in U.S. securities markets. Foreign banks or trust
companies typically issue EDRs and GDRs, although U.S. banks or trust
companies also may issue them. The Funds consider investments in depositary
receipts to be investments in the equity securities of the issuers into which
the depositary receipts may be converted.
Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. on
exchanges or over-the-counter. While ADRs do not eliminate all the risks
associated with foreign investments, by investing in ADRs rather than
directly in the stock of foreign issuers, a Fund will avoid currency risks
during the settlement period for either purchases or sales and certain
foreign securities markets trading risks. In general, there is a large,
liquid market in the U.S. for ADRs quoted on a national securities exchange
or on the Nasdaq Stock Market. The information available for ADRs is subject
to the accounting, auditing, and financial reporting standards of the U.S.
market or exchange on which they are traded, which standards are more uniform
and more exacting than those to which many foreign issuers may be subject.
Depositary receipts may be issued under sponsored or unsponsored programs. In
sponsored programs, an issuer has made arrangements to have its securities
traded in the form of depositary receipts. In unsponsored programs, the
issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs
are generally similar, in some cases it may be easier to obtain financial
information from an issuer that has participated in the creation of a
sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs, and there
may not be a correlation between such information and the market value of the
depositary receipts.
Depositary receipts reduce but do not eliminate all the risk inherent in
investing in the securities of non-U.S. issuers. To the extent that a Fund
acquires depositary receipts through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the
depositary receipt to issue and service such depositary receipts, there may
be an increased possibility that the Fund would not become aware of and be
able to respond to corporate actions such as stock splits or rights offerings
involving the foreign issuer in a timely manner.
EMERGING MARKETS. Investments by a Fund in companies domiciled or operating
in emerging countries may be subject to potentially higher risks, making
these investments more volatile, than investments in developed countries.
These risks include (i) less social, political and economic stability; (ii)
the risk that the small size of the markets for such securities and the low
or nonexistent volume of trading may result in a lack of liquidity and in
greater price volatility; (iii) the existence of certain national policies
which may restrict the Fund's investment opportunities, including
restrictions on investment in issuers or industries deemed sensitive to
national interests; (iv) foreign taxation; (v) the absence of developed legal
structures governing private or foreign investment or allowing for judicial
redress for injury to private property; (vi) the absence, until recently in
many developing countries, of a capital market structure or market-oriented
economy; and (vii) the possibility that recent favorable economic
developments in some emerging countries may be slowed or reversed by
unanticipated political or social events in such countries.
In addition, many countries in which the Fund may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some emerging countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position.
Investments in emerging countries may involve increased risks of
nationalization, expropriation and confiscatory taxation. For example, the
Communist governments of a number of Eastern European countries expropriated
large amounts of private property in the past, in many cases without adequate
compensation, and there can be no assurance that such expropriation will not
occur in the future. In the event of expropriation, the Fund could lose a
substantial portion of any investments it has made in the affected countries.
Further, no accounting standards exist in certain emerging countries.
Finally, even though the currencies of some emerging countries, such as
certain Eastern European countries may be convertible into U.S. dollars, the
conversion rates may be artificial to the actual market values and may be
adverse to the Fund's shareholders.
Repatriation, that is, the return to an investor's homeland, of investment
income, capital and proceeds of sales by foreign investors may require
governmental registration or approval in some developing countries. Delays in
or a refusal to grant any required governmental registration or approval for
such repatriation could adversely affect the Fund. Further, the economies of
emerging 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.
CURRENCY. Some of the Funds' investments may be denominated in foreign
currencies. Changes in foreign currency exchange rates will affect the value
of what the Fund owns and the Fund's share price. Generally, when the U.S.
dollar rises in value against a foreign currency, an investment in that
country loses value because that currency is worth fewer U.S. dollars.
EURO. On January 1, 1999, the European Economic and Monetary Union (EMU)
introduced a new single currency called the euro. By July 1, 2002, the euro,
which will be implemented in stages, will have replaced the national
currencies of the following member countries: Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and
Spain.
Currently, the exchange rate of the currencies of each of these countries is
fixed to the euro. The euro trades on currency exchanges and is available for
non-cash transactions. The participating countries currently issue sovereign
debt exclusively in euro. By July 1, 2002, euro-denominated bills and coins
will replace the bills and coins of the above countries.
The new European Central Bank has control over each country's monetary
policies. Therefore, the participating countries no longer control their own
monetary policies by directing independent interest rates for their
currencies. The national governments of the participating countries, however,
have retained the authority to set tax and spending policies and public debt
levels.
The change to the euro as a single currency is new and untested. It is not
possible to predict the impact of the euro on currency values or on the
business or financial condition of European countries and issuers, and
issuers in other regions, whose securities the Fund may hold, or the impact,
if any, on Fund performance. In the first six months of the euro's existence,
the exchange rates of the euro versus many of the world's major currencies
steadily declined. In this environment, U.S. and other foreign investors
experienced erosion of their investment returns on their euro-denominated
securities. The transition and the elimination of currency risk among EMU
countries may change the economic environment and behavior of investors,
particularly in European markets, but the impact of those changes cannot be
assessed at this time.
GOVERNMENT SECURITIES Securities issued or guaranteed by the U.S. government
or its agencies or instrumentalities, including U.S. Treasury bills, notes
and bonds, as well as certain agency securities and mortgage-backed
securities issued by the Government National Mortgage Association (GNMA), may
carry guarantees which are backed by the "full faith and credit" of the U.S.
government. The guarantee extends only to the payment of interest and
principal due on the securities and does not provide any protection from
fluctuations in either the securities' yield or value or to the yield or
value of the Fund's shares. Other investments in agency securities are not
necessarily backed by the "full faith and credit" of the U.S. government.
These include securities issued by the Federal National Mortgage Association
(FNMA), the Federal Home Loan Mortgage Corporation, the Student Loan
Marketing Association and the Farm Credit Bank.
The Natural Resources Fund may invest in debt securities issued or guaranteed
by foreign governments. These securities are typically denominated in foreign
currencies and are subject to the currency fluctuation and other risks of
foreign securities investments. The foreign government securities in which
the Funds intend to invest generally will include obligations issued by
national, state, or local governments or similar political subdivisions.
Foreign government securities also include debt obligations of supranational
entities, including international organizations designed or supported by
governmental entities to promote economic reconstruction or development and
international banking institutions and related government agencies. Examples
include the International Bank of Reconstruction and Development (the World
Bank), the European Investment Bank, the Asian Development Bank and the
Inter-American Development Bank.
Foreign government securities also include debt securities of
"quasi-governmental agencies" and debt securities denominated in
multinational currency units. An example of a multinational currency unit is
the European Currency Unit. A European Currency Unit represents specified
amounts of the currencies of certain of the 12-member states of the European
Economic Community. Debt securities of quasi-governmental agencies are issued
by entities owned by either a national or local government or are obligations
of a political unit that is not backed by the national government's full
faith and credit and general taxing powers. Foreign government securities
also include mortgage-related securities issued or guaranteed by national or
local governmental instrumentalities, including quasi-governmental agencies.
ILLIQUID INVESTMENTS Each Fund's policy is not to invest more than 15% of its
net assets in illiquid securities. Illiquid securities are generally
securities that cannot be sold within seven days in the normal course of
business at approximately the amount at which the Fund has valued them. The
Natural Resources Fund may invest up to 5% of its net assets in illiquid
securities the disposition of which may be subject to legal or contractual
restrictions. The Natural Resources Fund currently intends to limit its
investments in illiquid securities, including illiquid securities with legal
or contractual restrictions on resale, except for Rule 144A restricted
securities, and including securities which are not readily marketable, to 10%
of net assets.
A Fund does not consider securities that it acquires outside the U.S. and
that are publicly traded in the U.S. or in a foreign securities market to be
illiquid assets if: (a) the Fund reasonably believes it can readily dispose
of the security for cash at approximately the amount at which the Fund has
valued the security in the U.S. or foreign market, or (b) current market
quotations are readily available.
Subject to these limitations, the board of trustees has authorized each Fund
to invest in legally restricted securities (such as those issued pursuant to
an exemption from the registration requirements of the federal securities
laws) where such investments are consistent with the Fund's investment
objective and has authorized such securities to be considered liquid to the
extent the manager determines that there is a liquid institutional or other
market for the securities. An example of these securities are restricted
securities that may be freely transferred among qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended, and for
which a liquid institutional market has developed. The Fund's board of
trustees will review any determination by the manager to treat a restricted
security as a liquid security on an ongoing basis, including the manager's
assessment of current trading activity and the availability of reliable price
information. In determining whether a restricted security is properly
considered a liquid security, the manager and
the Fund's board of trustees will take into account the following factors:
(i) the frequency of trades and quotes for the security; (ii) the number of
dealers willing to buy or sell the security and the number of other potential
buyers; (iii) dealer undertakings to make a market in the security; and (iv)
the nature of the security and marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers, and the mechanics
of transfer). To the extent a Fund invests in restricted securities that are
deemed liquid, the general level of illiquidity in the Fund may increase if
qualified institutional buyers become uninterested in buying these securities
or the market for these securities contracts.
The sale of restricted or illiquid securities often requires more time and
results in higher brokerage charges or dealer discounts and other selling
expenses than the sale of securities eligible for trading on national
securities exchanges or in the OTC markets. Restricted securities often sell
at a price lower than similar securities that are not subject to restrictions
on resale.
144A SECURITIES. Subject to its liquidity limitation, each Fund may invest in
certain unregistered securities which may be sold under Rule 144A of the
Securities Act of 1933 (144A securities). Due to changing market or other
factors, 144A securities may be subject to a greater possibility of becoming
illiquid than securities that have been registered with the SEC for sale. In
addition, a Fund's purchase of 144A securities may increase the level of the
security's illiquidity, as some institutional buyers may become uninterested
in purchasing such securities after the Fund has purchased them.
LOANS OF PORTFOLIO SECURITIES To generate additional income, each Fund may
lend certain of its portfolio securities to qualified banks and
broker-dealers. These loans may not exceed 33% of the value of the Natural
Resources Fund's total assets or one third of the value of the Technology
Fund's total assets, measured at the time of the most recent loan. For each
loan, the borrower must maintain with the Fund's custodian collateral
(consisting of any combination of cash, securities issued by the U.S.
government and its agencies and instrumentalities, or irrevocable letters of
credit) with a value at least equal to the current market value of the loaned
securities. The Fund retains all or a portion of the interest received on
investment of the cash collateral or receives a fee from the borrower. The
Fund also continues to receive any distributions paid on the loaned
securities. The Fund may terminate a loan at any time and obtain the return
of the securities loaned within the normal settlement period for the security
involved.
Where voting rights with respect to the loaned securities pass with the
lending of the securities, the manager intends to call the loaned securities
to vote proxies, or to use other practicable and legally enforceable means to
obtain voting rights, when the manager has knowledge that, in its opinion, a
material event affecting the loaned securities will occur or the manager
otherwise believes it necessary to vote. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in collateral in
the event of default or insolvency of the borrower. A Fund will loan its
securities only to parties who meet creditworthiness standards approved by
the Fund's Board of Trustees, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the loan.
PRIVATE INVESTMENTS The Technology Fund may invest up to 5% of its assets in
private placements, particularly late stage private placements. Late stage
private placements are sales of securities made in non-public, unregistered
transactions shortly before a company expects to go public. The Fund may make
such investments in order to participate in companies whose initial public
offerings are expected to be "hot" issues. There is no public market for
shares sold in these private placements and it is possible that initial
public offerings will never be completed. Moreover, even after an initial
public offering, there may be a limited trading market for the securities or
the Fund may be subject to contractual limitations on its ability to sell the
shares.
REITS The Natural Resources Fund may invest up to 10% of its assets in real
estate investment trusts (REITs). REITs are subject to risks related to the
skill of their management, changes in value of the properties the REITs own,
the quality of any credit extended by the REITs, and general economic and
other factors. An investment in REITs includes the possibility of a decline
in the value of real estate, risks related to general and local economic
conditions, overbuilding and increased competition, increases in property
taxes and operating expenses, changes in zoning laws, casualty or
condemnation losses, variations in rental income, changes in neighborhood
values, the appeal of properties to tenants, and increases in interest rates.
The value of securities of companies that service the real estate industry
will also be affected by these risks.
In addition, equity REITs are affected by changes in the value of the
underlying property owned by the trusts, while mortgage REITs are affected by
the quality of the properties to which they have extended credit. Equity and
mortgage REITs are dependent upon the REITs management skill. REITs may not
be diversified and are subject to the risks of financing projects.
REPURCHASE AGREEMENTS Each Fund generally will have a portion of its assets
in cash or cash equivalents for a variety of reasons, including waiting for a
suitable investment opportunity or taking a defensive position. To earn
income on this portion of its assets, the Fund may enter into repurchase
agreements. Under a repurchase agreement, the Fund agrees to buy securities
guaranteed as to payment of principal and interest by the U.S. government or
its agencies from a qualified bank or broker-dealer and then to sell the
securities back to the bank or broker-dealer after a short period of time
(generally, less than seven days) at a higher price. The bank or
broker-dealer must transfer to the Fund's custodian securities with an
initial market value of at least 102% of the dollar amount invested by the
Fund in each repurchase agreement. The manager will monitor the value of such
securities daily to determine that the value equals or exceeds the repurchase
price.
Repurchase agreements may involve risks in the event of default or insolvency
of the bank or broker-dealer, including possible delays or restrictions upon
the Fund's ability to sell the underlying securities. The Fund will enter
into repurchase agreements only with parties who meet certain
creditworthiness standards, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the repurchase transaction.
The Funds may also enter into reverse repurchase agreements. Under a reverse
repurchase agreement, a Fund agrees to sell a security in its portfolio and
then to repurchase the security at an agreed-upon price, date, and interest
payment. The Fund will maintain cash or high-grade liquid debt securities
with a value equal to the value of the Fund's obligation under the agreement,
including accrued interest, in a segregated account with the Fund's custodian
bank. The securities subject to the reverse repurchase agreement will be
marked-to-market daily. Although reverse repurchase agreements are borrowings
under the Investment Company Act of 1940, the Funds do not treat these
arrangements as borrowings under their investment restrictions so long as the
segregated account is properly maintained.
The use of repurchase agreements by a Fund involves certain risks. For
example, if the other party to a repurchase agreement defaults on its
obligation to repurchase the underlying security at a time when the value of
the security has declined, the Fund may incur a loss upon disposition of the
security. If the other party to the agreement becomes insolvent and subject
to liquidation or reorganization under the bankruptcy code or other laws, a
court may determine that the underlying security is collateral for the loan
by the Fund not within the control of the Fund, and therefore the realization
by the Fund on the collateral may be automatically stayed. Finally, it is
possible that the Fund may not be able to substantiate its interest in the
underlying security and may be deemed an unsecured creditor of the other
party to the agreement. While the manager acknowledges these risks, it is
expected that if repurchase agreements are otherwise deemed useful to the
Fund, these risks can be controlled through careful monitoring procedures.
SECURITIES INDUSTRY RELATED INVESTMENTS Securities issued by companies
engaged in securities related businesses, including companies that are
securities brokers, dealers, underwriters or investment advisers, are
considered to be part of the financial services industry. Generally, under
the Investment Company Act of 1940, as amended (the "1940 Act"), a Fund may
not acquire a security or any interest in a securities related business to
the extent such acquisition would result in the Fund acquiring in excess of
5% of a class of an issuer's outstanding equity securities or 10% of the
outstanding principal amount of an issuer's debt securities, or investing
more than 5% of the value of the Fund's total assets in securities of the
issuer. In addition, any equity security of a securities related business
must be a marginable security under Federal Reserve Board regulations and any
debt security of a securities related business must be investment grade as
determined by the Fund's board of trustees. The Funds do not believe that
these limitations will impede the attainment of their investment goals.
STANDBY COMMITMENT AGREEMENTS The Natural Resources Fund and the Technology
Fund may, from time to time, enter into standby commitment agreements. These
agreements commit a Fund, for a stated period of time, to buy a stated amount
of a security that may be issued and sold to the Fund at the option of the
issuer. The price and coupon of the security is fixed at the time of the
commitment. When a Fund enters into the agreement, the Fund is paid a
commitment fee, regardless of whether the security is ultimately issued,
typically equal to approximately 0.5%
of the aggregate purchase price of the security that the Fund has committed
to buy. The Funds will enter into such agreements only for the purpose of
investing in the security underlying the commitment at a yield and/or price
that is considered advantageous.
The Funds will not enter into a standby commitment with a remaining term in
excess of 45 days and will limit their investment in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments with remaining terms exceeding seven days, together with the
value of other portfolio securities deemed illiquid, will not exceed the
respective Fund's limit on holding illiquid investments, taken at the time of
acquisition of such commitment or security. Each Fund will at all times
maintain a segregated account with its custodian bank of cash, cash
equivalents, U.S. government securities, or other high grade liquid debt
securities denominated in U.S. dollars or non-U.S. currencies in an aggregate
amount equal to the purchase price of the securities underlying the
commitment.
There can be no assurance that the securities subject to a standby commitment
will be issued, and the value of the security, if issued, on the delivery
date may be more or less than its purchase price. Since the issuance of the
security underlying the commitment is at the option of the issuer, a Fund may
bear the risk of a decline in the value of the security and may not benefit
from an appreciation in the value of the security during the commitment
period.
The purchase of a security subject to a standby commitment agreement and the
related commitment fee will be recorded on the date on which the security can
reasonably be expected to be issued, and the value of the security will
thereafter be reflected in the calculation of the Fund's net asset value. The
cost basis of the security will be adjusted by the amount of the commitment
fee. In the event the security is not issued, the commitment fee will be
recorded as income on the expiration date of the standby commitment.
TEMPORARY INVESTMENTS When a Fund's manager believes market or economic
conditions are unfavorable for investors, the manager may invest up to 100%
of the Fund's assets in a temporary defensive manner or hold a substantial
portion of its assets in cash, cash equivalents or other high quality
short-term investments. Unfavorable market or economic conditions may include
excessive volatility or a prolonged general decline in the securities
markets, the securities in which the Fund normally invests, or the economies
of the countries where the Fund invests.
Temporary defensive investments generally may include U.S. government
securities, certificates of deposit, high-grade commercial paper, repurchase
agreements, and other money market equivalents. The Technology Fund may also
invest in short-term (less than twelve months to maturity) fixed-income
securities, non-U.S. current, short-term instruments denominated in non-U.S.
currencies, or medium-term (not more than five years to maturity) obligations
issued or guaranteed by the U.S. government or the governments of foreign
countries, their agencies or instrumentalities. To the extent allowed by
exemptions granted under the 1940 Act and the Fund's other investment
policies and restrictions, the manager also may invest each Fund's assets in
shares of one or more money market funds managed by the manager or its
affiliates. The manager also may invest in these types of securities or hold
cash while looking for suitable investment opportunities or to maintain
liquidity.
WHEN-ISSUED OR DELAYED DELIVERY TRANSACTIONS The Natural Resources Fund and
the Technology Fund may buy securities on a when-issued or delayed delivery
basis. These transactions are arrangements under which a Fund buys securities
with payment and delivery scheduled for a future time. The securities are
subject to market fluctuation prior to delivery to the Fund and generally do
not earn interest until their scheduled delivery date. Therefore, the value
or yields at delivery may be more or less than the purchase price or the
yields available when the transaction was entered into. Although the Funds
will generally buy these securities on a when-issued basis with the intention
of acquiring the securities, they may sell the securities before the
settlement date if it is deemed advisable. When a Fund is the buyer, it will
maintain, in a segregated account with its custodian bank, cash or high-grade
marketable securities having an aggregate value equal to the amount of its
purchase commitments until payment is made. In such an arrangement, the Fund
relies on the seller to complete the transaction. The seller's failure to do
so may cause the Fund to miss a price or yield considered advantageous. The
Funds are not subject to any percentage limit on the amount of their assets
that may be invested in when-issued purchase obligations. To the extent a
Fund engages in when-issued and delayed delivery transactions, it will do so
only for the purpose of acquiring portfolio securities consistent with its
investment objective and policies, and not for the purpose of investment
leverage.
OFFICERS AND TRUSTEES
Franklin Strategic Series (the Trust) has a board of trustees. The board is
responsible for the overall management of the Trust, including general
supervision and review of each Fund's investment activities. The board, in
turn, elects the officers of the Trust who are responsible for administering
the Trust's day-to-day operations. The board also monitors each Fund to
ensure no material conflicts exist among share classes. While none is
expected, the board will act appropriately to resolve any material conflict
that may arise.
The name, age and address of the officers and board members, as well as their
affiliations, positions held with the Trust, and principal occupations during
the past five years are shown below.
Frank H. Abbott, III (79)
1045 Sansome Street, San Francisco, CA 94111
TRUSTEE
President and Director, Abbott Corporation (an investment company); director
or trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) (until 1996) and Vacu-Dry Co. (food processing)
(until 1996).
Harris J. Ashton (68)
191 Clapboard Ridge Road, Greenwich, CT 06830
TRUSTEE
Director, RBC Holdings, Inc. (bank holding company) and Bar-S Foods (meat
packing company); director or trustee, as the case may be, of 48 of the
investment companies in Franklin Templeton Investments; and formerly,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers) (until 1998).
*Harmon E. Burns (55)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin Investment Advisory Services, Inc., Franklin/Templeton
Investor Services, Inc. and Franklin Templeton Services, Inc.; and officer
and/or director or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 52 of the investment
companies
in Franklin Templeton Investments.
S. Joseph Fortunato (68)
Park Avenue at Morris County, P.O. Box 1945
Morristown, NJ 07962-1945
TRUSTEE
Member of the law firm of Pitney, Hardin, Kipp & Szuch; and director or
trustee, as the case may be, of 50 of the investment companies in Franklin
Templeton Investments.
Edith E. Holiday (48)
3239 38th Street, N.W., Washington, DC 20016
TRUSTEE
Director, Amerada Hess Corporation (exploration and refining of oil and gas)
(1993-present), Hercules Incorporated (chemicals, fibers and resins)
(1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J.
Heinz Company (processed foods and allied products) (1994-present) and RTI
International Metals, Inc. (manufacture and distribution of titanium) (July
1999-present); director or trustee, as the case may be, of 25 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
Assistant to the President of the United States and Secretary of the Cabinet
(1990-1993), General Counsel to the United States Treasury Department
(1989-1990), and Counselor to the Secretary and Assistant Secretary for
Public Affairs and Public Liaison-United States Treasury Department
(1988-1989).
*Charles B. Johnson (67)
777 Mariners Island Blvd., San Mateo, CA 94404
CHAIRMAN OF THE BOARD AND TRUSTEE
Chairman of the Board, Chief Executive Officer, Member - Office of the
Chairman and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Investment Advisory Services, Inc.; Vice President,
Franklin Templeton Distributors, Inc.; Director, Franklin/Templeton Investor
Services, Inc. and Franklin Templeton Services, Inc.; officer and/or director
or trustee, as the case may be, of most of the other subsidiaries of Franklin
Resources, Inc. and of 49 of the investment companies in Franklin Templeton
Investments.
*Rupert H. Johnson, Jr. (60)
777 Mariners Island Blvd., San Mateo, CA 94404
PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Director, Franklin Advisers, Inc., Franklin Investment
Advisory Services, Inc. and Franklin/Templeton Investor Services, Inc.;
Senior Vice President, Franklin Advisory Services, LLC; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 52 of the investment companies in Franklin
Templeton Investments.
Frank W.T. LaHaye (71)
20833 Stevens Creek Blvd., Suite 102, Cupertino, CA 95014
TRUSTEE
Chairman, Peregrine Venture Management Company (venture capital); Director,
The California Center for Land Recycling (redevelopment); director or
trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, General Partner, Miller & LaHaye and
Peregrine Associates, the general partners of Peregrine Venture funds.
Gordon S. Macklin (72)
8212 Burning Tree Road, Bethesda, MD 20817
TRUSTEE
Director, Martek Biosciences Corporation, WorldCom, Inc. (communications
services), MedImmune, Inc. (biotechnology), Overstock.com (internet
services), White Mountains Insurance Group, Ltd. (holding company) and
Spacehab, Inc. (aerospace services); director or trustee, as the case may be,
of 48 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Chairman, White River Corporation (financial services) (until 1998)
and Hambrecht & Quist Group (investment banking) (until 1992), and President,
National Association of Securities Dealers, Inc. (until 1987).
Martin L. Flanagan (40)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
President, Member - Office of the President, Chief Financial Officer and
Chief Operating Officer, Franklin Resources, Inc.; Executive Vice President
and Director, Franklin/Templeton Investor Services, Inc.; President and Chief
Financial Officer, Franklin Mutual Advisers, LLC; Executive Vice President,
Chief Financial Officer and Director, Templeton Worldwide, Inc.; Executive
Vice President, Chief Operating Officer and Director, Templeton Investment
Counsel, Inc.; Executive Vice President, Franklin Advisers, Inc. and Franklin
Investment Advisory Services, Inc. Chief Financial Officer, Franklin Advisory
Services, LLC ; Chairman and Director, Franklin Templeton Services, Inc.;
officer and/or director of some of the other subsidiaries of Franklin
Resources, Inc.; and officer and/or director or trustee, as the case may be,
of 52 of the investment companies in Franklin Templeton Investments.
David P. Goss (53)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Counsel, Franklin Resources, Inc; President, Chief Executive Officer and
Director, Franklin Select Realty Trust, Property Resources, Inc., Property
Resources Equity Trust, Franklin Real Estate Management, Inc. and Franklin
Properties, Inc.; officer and director of some of the other subsidiaries of
Franklin Resources, Inc.; officer of 53 of the investment companies in
Franklin Templeton Investments; and FORMERLY, President, Chief Executive
Officer and Director, Franklin Real Estate Income Fund and Franklin Advantage
Real Estate Income Fund (until 1996).
Barbara J. Green (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Vice President and Deputy General Counsel, Franklin Resources, Inc.; Senior
Vice President, Templeton Worldwide, Inc. and Templeton Global Investors,
Inc.; officer of 53 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Deputy Director, Division of Investment
Management, Executive Assistant and Senior Advisor to the Chairman, Counselor
to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and
Exchange Commission (1986-1995), Attorney, Rogers & Wells (until 1986), and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
Edward B. Jamieson (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.;
officer of other subsidiaries of Franklin Resources, Inc.; and officer and
trustee of five of the investment companies in Franklin Templeton Investments.
Charles E. Johnson (44)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
President, Member - Office of the President and Director, Franklin Resources,
Inc.; Senior Vice President, Franklin Templeton Distributors, Inc.; President
and Director, Templeton Worldwide, Inc. and Franklin Advisers, Inc.;
Director, Templeton Investment Counsel, Inc.; President, Franklin Investment
Advisory Services, Inc.; officer and/or director of some of the other
subsidiaries of Franklin Resources, Inc.; and officer and/or director or
trustee, as the case may be, of 33 of the investment companies in Franklin
Templeton Investments.
Edward V. McVey (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Senior Vice President, Franklin Templeton Distributors, Inc.; officer of one
of the other subsidiaries of Franklin Resources, Inc. and of 29 of the
investment companies
in Franklin Templeton Investments.
Christopher J. Molumphy (38)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President, Franklin Advisers, Inc.
Kimberley Monasterio (36)
777 Mariners Island Blvd., San Mateo, CA 94404
TREASURER AND PRINCIPAL ACCOUNTING OFFICER
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33
of the investment companies in Franklin Templeton Investments.
Murray L. Simpson (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND SECRETARY
Executive Vice President and General Counsel, Franklin Resources, Inc.;
officer and/or director of some of the subsidiaries of Franklin Resources,
Inc.; officer of 53 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until January 2000)
and Director, Templeton Asset Management Ltd. (until 1999).
*This board member is considered an "interested person" under federal
securities laws.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the
father and uncle, respectively, of Charles E. Johnson.
The Trust pays noninterested board members $1,575 for each of the Trust's
eight regularly scheduled meetings plus $1,050 per meeting attended. Board
members who serve on the audit committee of the Trust and other funds in
Franklin Templeton Investments receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Trust. Members of a
committee are not compensated for any committee meeting held on the day of a
board meeting. Noninterested board members also may serve as directors or
trustees of other funds in Franklin Templeton Investments and may receive
fees from these funds for their services. The fees payable to noninterested
board members by the Trust are subject to reductions resulting from fee caps
limiting the amount of fees payable to board members who serve on other
boards within Franklin Templeton Investments. The following table provides
the total fees paid to noninterested board members by the Trust and by
Franklin Templeton Investments.
NUMBER
TOTAL FEES OF BOARDS
RECEIVED IN FRANKLIN
TOTAL FEES FROM FRANKLIN TEMPLETON
RECEIVED TEMPLETON INVESTMENTS
FROM THE INVESTMENTS 2 ON WHICH
NAME TRUST 1 ($) ($) EACH SERVES 3
---------------------------------------------------------------------
Frank H. Abbott, III 17,603 $156,060 28
Harris J. Ashton 17,770 363,165 48
S. Joseph Fortunato 16,625 363,238 50
Edith E. Holiday 22,050 237,265 25
Frank W.T. LaHaye 16,553 156,060 28
Gordon S. Macklin 17,770 363,165 48
1. For the fiscal year ended April 30, 2000.
2. For the calendar year ended December 31, 1999.
3. We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. This number does not include the
total number of series or funds within each investment company for which the
board members are responsible. Franklin Templeton Investments currently
includes 52 registered investment companies, with approximately 157 U.S.
based funds or series.
Noninterested board members are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in
Franklin Templeton Investments for which they serve as director or trustee.
No officer or board member received any other compensation, including pension
or retirement benefits, directly or indirectly from the Fund or other funds
in Franklin Templeton Investments. Certain officers or board members who are
shareholders of Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to
its subsidiaries.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board
member invest one-third of fees received for serving as a director or trustee
of a Templeton fund in shares of one or more Templeton funds and one-third of
fees received for serving as a director or trustee of a Franklin fund in
shares of one or more Franklin funds until the value of such investments
equals or exceeds five times the annual fees paid such board member.
Investments in the name of family members or entities controlled by a board
member constitute fund holdings of such board member for purposes of this
policy, and a three year phase-in period applies to such investment
requirements for newly elected board members. In implementing such policy, a
board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.
MANAGEMENT AND OTHER SERVICES
MANAGER AND SERVICES PROVIDED Each Fund's manager is Franklin Advisers, Inc.
(Advisers). The manager is wholly owned subsidiary of Franklin Resources,
Inc. (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.
The manager provides investment research and portfolio management services,
and selects the securities for a Fund to buy, hold or sell. The manager also
selects the brokers who execute each Fund's portfolio transactions. The
manager provides periodic reports to the board, which reviews and supervises
the manager's investment activities. To protect the Funds, the manager and
its officers, directors and employees are covered by fidelity insurance.
The manager and its affiliates manage numerous other investment companies and
accounts. The manager may give advice and take action with respect to any of
the other funds it manages, or for its own account, that may differ from
action taken by the manager on behalf of a Fund. Similarly, with respect to
each Fund, the manager is not obligated to recommend, buy or sell, or to
refrain from recommending, buying or selling any security that the manager
and access persons, as defined by applicable federal securities laws, may buy
or sell for its or their own account or for the accounts of any other fund.
The manager is not obligated to refrain from investing in securities held by
the Fund or other funds it manages.
Each Fund, its manager and principal underwriter have each adopted a code of
ethics, as required by federal securities laws. Under the code of ethics,
employees who are designated as access persons may engage in personal
securities transactions, including transactions involving securities that are
being considered for the Funds or that are currently held by a Fund, subject
to certain general restrictions and procedures. The personal securities
transactions of access persons of the Funds, their manager and principal
underwriter will be governed by the code of ethics. The code of ethics is on
file with, and available from, the U.S. Securities and Exchange Commission
(SEC).
MANAGEMENT FEES The Technology Fund pays the manager a fee equal to an annual
rate of:
o 0.550% of the value of net assets, up to and including $500 million;
o 0.450% of the value of net assets over $500 million, up to and including
$1 billion;
o 0.400% of the value of net assets over $1 billion, up to and including
$1.5 billion;
o 0.350% of the value of net assets over $1.5 billion, up to and including
$6.5 billion;
o 0.325% of the value of net assets over $6.5 billion, up to and including
$11.5 billion;
o 0.300% of the value of net assets over $11.5 billion, up to and
including $16.5 billion;
o 0.290% of the value of net assets over $16.5 billion, up to and
including $19 billion;
o 0.280% of the value of net assets over $19 billion, up to and including
$21.5 billion; and
o 0.270% of the value of net assets over $21.5 billion.
MANAGEMENT FEES The Natural Resources Fund pays the manager a fee equal to an
annual rate of:
o 0.625 of 1% of the value of average daily net assets up to and including
$100 million;
o 0.50 of 1% of the value of average daily net assets over $100 million up
to and including $250 million;
o 0.45 of 1% of the value of average daily net assets over $250 million up
to and including $10 billion;
o 0.44 of 1% of the value of average daily net assets over $10 billion up
to and including $12.5 billion;
o 0.42 of 1% of the value of average daily net assets over $12.5 billion
up to and including $15 billion;
o 0.40 of 1% of the value of average daily net assets over $15 billion.
The fee is computed at the close of business on the last business day of each
month according to the terms of the management agreement. Each class of the
Funds' shares pays its proportionate share of the fee.
For the last three fiscal years ended April 30, the Natural Resources Fund
paid the following management fees:
MANAGEMENT
FEES PAID ($)1
2000 69,739
1999 52,805
1998 159,204
1. For the fiscal years ended April 30, 2000, 1999 and 1998, management fees
for the Natural Resources Fund, before any advance waiver, totaled $264,844,
$256,117 and $357,984, respectively. Under an agreement by the manager to
limit its fees and to reduce its fees to reflect reduced services resulting
from the Fund's investment in a Franklin Templeton money fund, the Fund paid
the management fees shown.
ADMINISTRATOR AND SERVICES PROVIDED Franklin Templeton Services, Inc. (FT
Services) has an agreement with the manager to provide certain administrative
services and facilities for the Funds. FT Services is wholly owned by
Resources and is an affiliate of the Funds' manager and principal underwriter.
The administrative services FT Services provides include preparing and
maintaining books, records, and tax and financial reports, and monitoring
compliance with regulatory requirements.
ADMINISTRATION FEES The manager pays FT Services on behalf of Natural
Resources Fund a monthly fee equal to an annual rate of:
o 0.15% of it's average daily net assets up to $200 million;
o 0.135% of average daily net assets over $200 million up to $700 million;
o 0.10% of average daily net assets over $700 million up to $1.2 billion;
and
o 0.075% of average daily net assets over $1.2 billion.
Technology Fund pays FT Services a monthly fee equal to an annual rate of
0.20% of its average net assets.
During the last three fiscal years ended April 30, the manager of the Natural
Resources Fund paid FT Services the following administration fees:
ADMINISTRATION
FEES PAID ($)
-------------------------------------------
2000 63,382
1999 61,469
1998 85,915
SHAREHOLDER SERVICING AND TRANSFER AGENT Franklin/Templeton Investor
Services, Inc. (Investor Services) is the Funds' shareholder servicing agent
and acts as the Funds' transfer agent and dividend-paying agent. Investor
Services is located at 777 Mariners Island Blvd., San Mateo, CA 94404. Please
send all correspondence to Investor Services to P.O. Box 997151, Sacramento,
CA 95899-9983.
For its services, Investor Services receives a fixed fee per account. Each
Fund also will reimburse Investor Services for certain out-of-pocket
expenses, which may include payments by Investor Services to entities,
including affiliated entities, that provide sub-shareholder services,
recordkeeping and/or transfer agency services to beneficial owners of the
Fund. The amount of reimbursements for these services per benefit plan
participant Fund account per year will not exceed the per account fee payable
by the Fund to Investor Services in connection with maintaining shareholder
accounts.
CUSTODIAN Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, NY 10286, acts as custodian of the Funds' securities and other assets.
AUDITOR PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA
94105, is the Funds' independent auditor. The auditor gives an opinion on the
financial statements included in the Trust's Annual Report to Shareholders
and reviews the Trust's registration statement filed with the SEC.
PORTFOLIO TRANSACTIONS
The manager selects brokers and dealers to execute the Funds' portfolio
transactions in accordance with criteria set forth in the management
agreement and any directions that the board may give.
When placing a portfolio transaction, the manager seeks to obtain prompt
execution of orders at the most favorable net price. For portfolio
transactions on a securities exchange, the amount of commission paid is
negotiated between the manager and the broker executing the transaction. The
determination and evaluation of the reasonableness of the brokerage
commissions paid are based to a large degree on the professional opinions of
the persons responsible for placement and review of the transactions. These
opinions are based on the experience of these individuals in the securities
industry and information available to them about the level of commissions
being paid by other institutional investors of comparable size. The manager
will ordinarily place orders to buy and sell over-the-counter securities on a
principal rather than agency basis with a principal market maker unless, in
the opinion of the manager, a better price and execution can otherwise be
obtained. Purchases of portfolio securities from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers will include a spread between the bid and ask price.
The manager may pay certain brokers commissions that are higher than those
another broker may charge, if the manager determines in good faith that the
amount paid is reasonable in relation to the value of the brokerage and
research services it receives. This may be viewed in terms of either the
particular transaction or the manager's overall responsibilities to client
accounts over which it exercises investment discretion. The services that
brokers may provide to the manager include, among others, supplying
information about particular companies, markets, countries, or local,
regional, national or transnational economies, statistical data, quotations
and other securities pricing information, and other information that provides
lawful and appropriate assistance to the manager in carrying out its
investment advisory responsibilities. These services may not always directly
benefit the Fund. They must, however, be of value to the manager in carrying
out its overall responsibilities to its clients.
It is not possible to place a dollar value on the special executions or on
the research services the manager receives from dealers effecting
transactions in portfolio securities. The allocation of transactions to
obtain additional research services allows the manager to supplement its own
research and analysis activities and to receive the views and information of
individuals and research staffs of other securities firms. As long as it is
lawful and appropriate to do so, the manager and its affiliates may use this
research and data in their investment advisory capacities with other clients.
If the Fund's officers are satisfied that the best execution is obtained, the
sale of Fund shares, as well as shares of other funds in Franklin Templeton
Investments, also may be considered a factor in the selection of
broker-dealers to execute the Fund's portfolio transactions.
Because Franklin Templeton Distributors, Inc. (Distributors) is a member of
the National Association of Securities Dealers, Inc., it may sometimes
receive certain fees when the Funds tenders portfolio securities pursuant to
a tender-offer solicitation. To recapture brokerage for the benefit of the
Funds, any portfolio securities tendered by a Fund will be tendered through
Distributors if it is legally permissible to do so. In turn, the next
management fee payable to the manager will be reduced by the amount of any
fees received by Distributors in cash, less any costs and expenses incurred
in connection with the tender.
If purchases or sales of securities of the Funds and one or more other
investment companies or clients supervised by the manager are considered at
or about the same time, transactions in these securities will be allocated
among the several investment companies and clients in a manner deemed
equitable to all by the manager, taking into account the respective sizes of
the funds and the amount of securities to be purchased or sold. In some cases
this procedure could have a detrimental effect on the price or volume of the
security so far as the Funds are concerned. In other cases it is possible
that the ability to participate in volume transactions may improve execution
and reduce transaction costs to the Funds.
During the last three fiscal years ended April 30, the Natural Resources Fund
paid the following brokerage commissions:
BROKERAGE
COMMISSIONS ($)
--------------------------------------------
2000 143,263
1999 143,235
1998 154,303
For the fiscal year ended April 30, 2000, the Natural Resources Fund paid
brokerage commissions of $91,734 from aggregate portfolio transactions of
$38,085,772 to brokers who provided research services.
As of April 30, 2000, the Natural Resources Fund owned securities issued by
Merrill Lynch Pierce Fenner & Smith, Inc. valued in the aggregate at
$1,139,000.00. Except as noted, the Funds did not own any securities issued
by their regular broker-dealers as of the end of the fiscal year.
As of April 30, 2000, the Natural Resources Fund did not own securities of
its regular broker-dealers.
DISTRIBUTIONS AND TAXES
The Funds calculate dividends and capital gains the same way for each class.
The amount of any income dividends per share will differ, however, generally
due to the difference in any distribution and service (Rule 12b-1) fees of
each class. Distributions are subject to approval by the board. The Funds do
not pay "interest" or guarantee any fixed rate of return on an investment in
their shares.
DISTRIBUTIONS OF NET INVESTMENT INCOME The Funds receive income generally in
the form of dividends and interest on their investments. This income, less
expenses incurred in the operation of a Fund, constitutes a Fund's net
investment income from which dividends may be paid to you. Any distributions
by a Fund from such income will be taxable to you as ordinary income, whether
you receive them in cash or in additional shares.
DISTRIBUTIONS OF CAPITAL GAINS The Funds may derive capital gains and losses
in connection with sales or other dispositions of their portfolio securities.
Distributions from net short-term capital gains will be taxable to you as
ordinary income. Distributions from net long-term capital gains will be
taxable to you as long-term capital gain, regardless of how long you have
held your shares in a Fund. Any net capital gains realized by a Fund
generally will be distributed once each year, and may be distributed more
frequently, if necessary, to reduce or eliminate excise or income taxes on a
Fund.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
capital gain distributions from a Fund's sale of securities held for more
than five years may be subject to a reduced rate of tax.
EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS Most foreign exchange gains
realized on the sale of debt securities are treated as ordinary income by a
Fund. Similarly, foreign exchange losses realized on the sale of debt
securities generally are treated as ordinary losses. These gains when
distributed will be taxable to you as ordinary income, and any losses will
reduce a Fund's ordinary income otherwise available for distribution to you.
This treatment could increase or decrease a Fund's ordinary income
distributions to you, and may cause some or all of a Fund's previously
distributed income to be classified as a return of capital.
A Fund may be subject to foreign withholding taxes on income from certain
foreign securities. This, in turn, could reduce ordinary income distributions
to you.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS The Funds will inform you
of the amount of your ordinary income dividends and capital gain
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each
calendar year. If you have not held Fund shares for a full year, a Fund may
designate and distribute to you, as ordinary income or capital gain, a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in the Fund.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY The Technology Fund
intends to elect and qualify during the current fiscal year to be treated as
a regulated investment company under Subchapter M of the Internal Revenue
Code ("Code"). The Natural Resources Fund has elected to be treated as a
regulated investment company under Subchapter M of the Code, has qualified as
a regulated investment company for its most recent fiscal year, and intends
to continue to qualify during the current fiscal year. As regulated
investment companies, the Funds generally pay no federal income tax on the
income and gains they distribute to you. The board reserves the right not to
maintain the qualification of a Fund as a regulated investment company if it
determines such course of action to be beneficial to shareholders. In such
case, a Fund will be subject to federal, and possibly state, corporate taxes
on its taxable income and gains, and distributions to you will be taxed as
ordinary dividend income to the extent of such Fund's earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENTS To avoid federal excise taxes, the Code
requires a Fund to distribute to you by December 31 of each year, at a
minimum, the following amounts: 98% of its taxable ordinary income earned
during the calendar year; 98% of its capital gain net income earned during
the twelve month period ending October 31; and 100% of any undistributed
amounts from the prior year. Each Fund intends to declare and pay these
distributions in December (or to pay them in January, in which case you must
treat them as received in December) but can give no assurances that its
distributions will be sufficient to eliminate all taxes.
REDEMPTION OF FUND SHARES Redemptions (including redemptions in kind) and
exchanges of Fund shares are taxable transactions for federal and state
income tax purposes. If you redeem your Fund shares, or exchange your Fund
shares for shares of a different Franklin Templeton fund, the IRS will
require that you report any gain or loss on your redemption or exchange. If
you hold your shares as a capital asset, the gain or loss that you realize
will be capital gain or loss and will be long-term or short-term, generally
depending on how long you hold your shares.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
gain from the sale of Fund shares held for more than five years may be
subject to a reduced rate of tax.
Any loss incurred on the redemption or exchange of shares held for six months
or less will be treated as a long-term capital loss to the extent of any
long-term capital gains distributed to you by a Fund on those shares. All or
a portion of any loss that you realize upon the redemption of your Fund
shares will be disallowed to the extent that you buy other shares in such
Fund (through reinvestment of dividends or otherwise) within 30 days before
or after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you buy.
U.S. GOVERNMENT SECURITIES States grant tax-free status to dividends paid to
you from interest earned on certain U.S. government securities, subject in
some states to minimum investment or reporting requirements that must be met
by a Fund. Investments in Government National Mortgage Association or Federal
National Mortgage Association securities, bankers' acceptances, commercial
paper and repurchase agreements collateralized by U.S. government securities
generally do not qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS If you are a corporate
shareholder, you should note that 100% of the dividends paid by the Natural
Resources Fund for the most recent fiscal year qualified for the
dividends-received deduction. The Technology Fund anticipates that a portion
of the dividends it pays will qualify for the dividend-received deduction.
You may be allowed to deduct these qualified dividends, thereby reducing the
tax that you would otherwise be required to pay on these dividends. The
dividends-received deduction will be available only with respect to dividends
designated by a Fund as eligible for such treatment. All dividends (including
the deducted portion) must be included in your alternative minimum taxable
income calculation.
INVESTMENT IN COMPLEX SECURITIES The Funds may invest in complex securities.
These investments may be subject to numerous special and complex tax rules.
These rules could affect whether gains and losses recognized by a Fund are
treated as ordinary income or capital gain, accelerate the recognition of
income to a Fund (possibly causing a Fund to sell securities to raise the
cash for necessary distributions) and/or defer a Fund's ability to recognize
losses, and, in limited cases, subject a Fund to U.S. federal income tax on
income from certain foreign securities. These rules may affect the amount,
timing or character of the income distributed to you by a Fund.
ORGANIZATION, VOTING RIGHTS AND PRINCIPAL HOLDERS
Each Fund is a nondiversified series of Franklin Strategic Series (the
Trust), an open-end management investment company, commonly called a mutual
fund. The Trust was organized as a Delaware business trust on January 25,
1991, and is registered with the SEC.
The Technology Fund currently offers four classes of shares, Class A, Class
B, Class C and Advisor Class. The Natural Resources Fund currently offers two
classes of shares, Class A and Advisor Class. The Funds may offer additional
classes of shares in the future. The full title of each funds' class is:
o Franklin Technology Fund - Class A
o Franklin Technology Fund - Class B
o Franklin Technology Fund - Class C
o Franklin Technology Fund - Advisor Class
o Franklin Natural Resources Fund - Class A
o Franklin Natural Resources Fund - Advisor Class
Shares of each class represent proportionate interests in each Fund's assets.
On matters that affect each Fund as a whole, each class has the same voting
and other rights and preferences as any other class. On matters that affect
only one class, only shareholders of that class may vote. Each class votes
separately on matters affecting only that class, or expressly required to be
voted on separately by state or federal law. Shares of each class of a series
have the same voting and other rights and preferences as the other classes
and series of the Trust for matters that affect the Trust as a whole.
Additional series may be offered in the future.
The Trust has noncumulative voting rights. For board member elections, 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 Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may be called by the board to consider the
removal of a board member if requested in writing by shareholders holding at
least 10% of the outstanding shares. In certain circumstances, we are
required to help you communicate with other shareholders about the removal of
a board member. A special meeting also may be called by the board in its
discretion.
As of June 8, 2000, the principal shareholders of the Funds, beneficial or of
record, were:
PERCENTAGE
NAME AND ADDRESS SHARE CLASS (%)
TECHNOLOGY FUND
Franklin Resources, Inc. Class B 7.46
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
Franklin Resources, Inc. Class C 5.47
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
Franklin Resources, Inc. Advisor Class 31.92
555 Airport Blvd., 4th Flr.
Burlingame, CA 94010
Note: Charles B. Johnson and Rupert H. Johnson, Jr., who are officers and/or
trustees of the Trust, may be considered beneficial holders of the Fund
shares held by Franklin Resources, Inc. (Resources). As principal
shareholders of Resources, they may be able to control the voting of
Resources' shares of the Fund.
From time to time, the number of Fund shares held in the "street name"
accounts of various securities dealers for the benefit of their clients or in
centralized securities depositories may exceed 5% of the total shares
outstanding.
As of June 8, 2000, the officers and board members, as
a group, owned of record and beneficially less than 1%
of the outstanding shares of each class. The board members may own shares in
other funds in Franklin Templeton Investments.
BUYING AND SELLING SHARES
The Funds continuously offer their shares through securities dealers who have
an agreement with Franklin Templeton Distributors, Inc. (Distributors). A
securities dealer includes any financial institution that, either directly or
through affiliates, has an agreement with Distributors to handle customer
orders and accounts with the Funds. This reference is for convenience only
and does not indicate a legal conclusion of capacity. Banks and financial
institutions that sell shares of the Funds may be required by state law to
register as securities dealers.
For investors outside the U.S., the offering of Fund shares may be limited in
many jurisdictions. An investor who wishes to buy shares of the Funds should
determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to
obtain information on the rules applicable to these transactions.
All checks, drafts, wires and other payment mediums used to buy or sell
shares of the Funds must be denominated in U.S. dollars. We may, in our sole
discretion, either (a) reject any order to buy or sell shares denominated in
any other currency or (b) honor the transaction or make adjustments to your
account for the transaction as of a date and with a foreign currency exchange
factor determined by the drawee bank. We may deduct any applicable banking
charges imposed by the bank from your account.
When you buy shares, if you submit a check or a draft that is returned unpaid
to a Fund we may impose a $10 charge against your account for each returned
item.
If you buy shares through the reinvestment of dividends, the shares will be
purchased at the net asset value determined on the business day following the
dividend record date (sometimes known as the "ex-dividend date"). The
processing date for the reinvestment of dividends may vary and does not
affect the amount or value of the shares acquired.
GROUP PURCHASES As described in the prospectus, members of a qualified group
may add the group's investments together for minimum investment purposes.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying Fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
DEALER COMPENSATION Distributors and/or its affiliates may provide financial
support to securities dealers that sell shares of Franklin Templeton
Investments. This support
is based primarily on the amount of sales of fund shares and/or total assets
with Franklin Templeton Investments. The amount of support may be affected
by: total sales; net sales; levels of redemptions; the proportion of a
securities dealer's sales and marketing efforts in Franklin Templeton
Investments; a securities dealer's support of, and participation in,
Distributors' marketing programs; a securities dealer's compensation programs
for its registered representatives; and the extent of a securities dealer's
marketing programs relating to Franklin Templeton Investments. Financial
support to securities dealers may be made by payments from Distributors'
resources, from Distributors' retention of underwriting concessions and, in
the case of funds that have Rule 12b-1 plans, from payments to Distributors
under such plans. In addition, certain securities dealers may receive
brokerage commissions generated by fund portfolio transactions in accordance
with the rules of the National Association of Securities Dealers, Inc.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin
Templeton funds and are afforded the opportunity to speak with portfolio
managers. Invitation to these meetings is not conditioned on selling a
specific number of shares. Those who have shown an interest in Franklin
Templeton funds, however, are more likely to be considered. To the extent
permitted by their firm's policies and procedures, registered
representatives' expenses in attending these meetings may be covered by
Distributors.
EXCHANGE PRIVILEGE If you request the exchange of the total value of your
account, declared but unpaid income dividends and capital gain distributions
will be reinvested in the Fund and exchanged into the new fund at net asset
value when paid. Backup withholding and information reporting may apply.
If a substantial number of shareholders should, within a short period, sell
their Fund shares under the exchange privilege, the Fund might have to sell
portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the
exchange privilege may result in periodic large inflows of money. If this
occurs, it is each Fund's general policy to initially invest this money in
short-term, interest-bearing money market instruments, unless it is believed
that attractive investment opportunities consistent with the Fund's
investment goals exist immediately. This money will then be withdrawn from
the short-term, interest-bearing money market instruments and invested in
portfolio securities in as orderly a manner as is possible when attractive
investment opportunities arise.
The proceeds from the sale of shares of an investment company generally are
not available until the seventh day following the sale. The funds you are
seeking to exchange into may delay issuing shares pursuant to an exchange
until that seventh day. The sale of Fund shares to complete an exchange will
be effected at net asset value at the close of business on the day the
request for exchange is received in proper form.
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. There are no service charges
for establishing or maintaining a systematic withdrawal plan.
Each month in which a payment is scheduled, we will redeem an equivalent
amount of shares in your account on the day of the month you have indicated
on your account application or, if no day is indicated, on the 20th day of
the month. If that day falls on a weekend or holiday, we will process the
redemption on the next business day. For plans set up before June 1, 2000, we
will continue to process redemptions on the 25th day of the month (or the
next business day) unless you instruct us to change the processing date.
Available processing dates currently are the 1st, 5th, 10th, 15th, 20th and
25th days of the month. When you sell your shares under a systematic
withdrawal plan, it is a taxable transaction.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust
the shares in your account if payments exceed distributions received from the
Fund. This is especially likely to occur if there is a market decline. If a
withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.
To discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment, we must receive instructions
from you at least three business days before a scheduled payment. The Funds
may discontinue a systematic withdrawal plan by notifying you in writing and
will discontinue a systematic withdrawal plan automatically if all shares in
your account are withdrawn or if the Fund receives notification of the
shareholder's death or incapacity.
REDEMPTIONS IN KIND Each Fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the
value of the Fund's net assets at the beginning of the 90-day period. This
commitment is irrevocable without the prior approval of the U.S. Securities
and Exchange Commission (SEC). In the case of redemption requests in excess
of these amounts, the board reserves the right to make payments in whole or
in part in securities or other assets of the Fund, in case of an emergency,
or if the payment of such a redemption in cash would be detrimental to the
existing shareholders of the Fund. In these circumstances, the securities
distributed would be valued at the price used to compute the Fund's net
assets and you may incur brokerage fees in converting the securities to cash.
The Funds do not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
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 and to send the certificate and assignment form in separate
envelopes.
GENERAL INFORMATION If dividend checks are returned to a Fund marked "unable
to forward" by the postal service, we will consider this a request by you to
change your dividend option to reinvest all distributions. The proceeds will
be reinvested in additional shares at net asset value until we receive new
instructions.
Distribution or redemption checks sent to you do not earn interest or any
other income during the time the checks remain uncashed. Neither the Funds
nor its affiliates will be liable for any loss caused by your failure to cash
such checks. The Funds are not responsible for tracking down uncashed checks,
unless a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to
find you from your account. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for its
location services.
Sending redemption proceeds by wire or electronic funds transfer (ACH) is a
special service that we make available whenever possible. By offering this
service to you, the Funds are not bound to meet any redemption request in
less than the seven day period prescribed by law. Neither the Funds nor their
agents shall be liable to you or any other person if, for any reason, a
redemption request by wire or ACH is not processed as described in the
prospectus.
Franklin Templeton Investor Services, Inc. (Investor Services) may pay
certain financial institutions that maintain omnibus accounts with the Funds
on behalf of numerous beneficial owners for recordkeeping operations
performed with respect to such owners. For each beneficial owner in the
omnibus account, a Fund may reimburse Investor Services an amount not to
exceed the per account fee that the Fund normally pays Investor Services.
These financial institutions also may charge a fee for their services
directly to their clients.
There are special procedures for banks and other institutions that wish to
open multiple accounts. An institution may open a single master account by
filing one application form with the Funds, signed by personnel authorized to
act for the institution. Individual sub-accounts may be opened when the
master account is opened by listing them on the application, or by providing
instructions to the Funds at a later date. These sub-accounts may be
registered either by name or number. The Funds' investment minimums apply to
each sub-account. The Funds will send confirmation and account statements for
the sub-accounts to the institution.
If you buy or sell shares through your securities dealer, we use the net
asset value next calculated after your securities dealer receives your
request, which is promptly transmitted to the Funds. If you sell shares
through your securities dealer, it is your dealer's responsibility to
transmit the order to the Funds in a timely fashion. 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. Any loss to you resulting
from your dealer's failure to transmit your redemption order to the Funds in
a timely fashion must be settled between you and your securities dealer.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
For institutional accounts, there may be additional methods of buying or
selling Fund shares than those described in this SAI or in the prospectus.
In the event of disputes involving multiple claims of ownership or authority
to control your account, each Fund has the right (but has no obligation) to:
(a) freeze the account and require the written agreement of all persons
deemed by a Fund to have a potential property interest in the account, before
executing instructions regarding the account; (b) interplead disputed funds
or accounts with a court of competent jurisdiction; or (c) surrender
ownership of all or a portion of the account to the IRS in response to a
notice of levy.
PRICING SHARES
When you buy and sell shares, you pay the net asset value (NAV) per share.
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.
Each Fund calculates the NAV per share of each class each business day at the
close of trading on the New York Stock Exchange (normally 1:00 p.m. Pacific
time). The Funds do not calculate the NAV on days the New York Stock Exchange
(NYSE) is closed for trading, which include New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
When determining its NAV, each Fund values cash and receivables at their
realizable amounts, and records interest as accrued and dividends on the
ex-dividend date. If market quotations are readily available for portfolio
securities listed on a securities exchange or on the Nasdaq National Market
System, each Fund values those securities at the last quoted sale price of
the day or, if there is no reported sale, within the range of the most recent
quoted bid and ask prices. Each Fund values over-the-counter portfolio
securities within the range of the most recent quoted bid and ask prices. If
portfolio securities trade both in the over-the-counter market and on a stock
exchange, each Fund values them according to the broadest and most
representative market as determined by the manager.
Each Fund values portfolio securities underlying actively traded call options
at their market price as determined above. The current market value of any
option the Funds hold is its last sale price on the relevant exchange before
each Fund values its assets. If there are no sales that day or if the last
sale price is outside the bid and ask prices, each Fund values options within
the range of the current closing bid and ask prices if each Fund believes the
valuation fairly reflects the contract's market value.
Each Fund determines the value of a foreign security as of the close of
trading on the foreign exchange on which the security is traded or as of the
close of trading on the NYSE, if that is earlier. The value is then converted
into its U.S. dollar equivalent at the foreign exchange rate in effect at
noon, New York time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the foreign security is
valued within the range of the most recent quoted bid and ask prices.
Occasionally events that affect the values of foreign securities and foreign
exchange rates may occur between the times at which they are determined and
the close of the exchange and will, therefore, not be reflected in the
computation of the NAV. If events materially affecting the values of these
foreign securities occur during this period, the securities will be valued in
accordance with procedures established by the board.
Generally, trading in corporate bonds, U.S. government securities and money
market instruments is substantially completed each day at various times
before the close of the NYSE. The value of these securities used in computing
the NAV is determined as of such times. Occasionally, events affecting the
values of these securities may occur between the times at which they are
determined and the close of the NYSE that will not be reflected in the
computation of the NAV. If events materially affecting the values of these
securities occur during this period, the securities will be valued at their
fair value as determined in good faith by the board.
Other securities for which market quotations are readily available are valued
at the current market price, which may be obtained from a pricing service,
based on a variety of factors including recent trades, institutional size
trading in similar types of securities (considering yield, risk and maturity)
and/or developments related to specific issues. Securities and other assets
for which market prices are not readily available are valued at fair value as
determined following procedures approved by the board. With the approval of
the board, each Fund may use a pricing service, bank or securities dealer to
perform any of the above described functions.
THE UNDERWRITER
Franklin Templeton Distributors, Inc. (Distributors) acts as the principal
underwriter in the continuous public offering of each Fund's shares.
Distributors is located at 777 Mariners Island Blvd., San Mateo, CA 94404.
Distributors pays the expenses of the distribution of Fund shares, including
advertising expenses and the costs of printing sales material and
prospectuses used to offer shares to the public. Each Fund pays the expenses
of preparing and printing amendments to its registration statements and
prospectuses (other than those necessitated by the activities of
Distributors) and of sending prospectuses to existing shareholders.
Distributors does not receive compensation from each Fund for acting as
underwriter of the Fund's Advisor Class shares.
PERFORMANCE
Performance quotations are subject to SEC rules. These rules require the use
of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Funds be accompanied
by certain standardized performance information computed as required by the
SEC. Average annual total return quotations used by the Funds are based on
the standardized methods of computing performance mandated by the SEC.
For periods before January 1, 1997, Advisor Class standardized performance
quotations are calculated by substituting Class A performance for the
relevant time period, excluding the effect of Class A's maximum initial sales
charge, and including the effect of the distribution and service (Rule 12b-1)
fees applicable to the Fund's Class A shares. For periods after January 1,
1997, Advisor Class standardized performance quotations are calculated as
described below.
An explanation of these and other methods used by the Funds to compute or
express performance follows. Regardless of the method used, past performance
does not guarantee future results, and is an indication of the return to
shareholders only for the limited historical period used.
AVERAGE ANNUAL TOTAL RETURN Average annual total return is determined by
finding the average annual rates of return over the periods indicated below
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes income dividends and capital gain
distributions are reinvested at net asset value. The quotation assumes the
account was completely redeemed at the end of each period and the deduction
of all applicable charges and fees. If a change is made to the sales charge
structure, historical performance information will be restated to reflect the
maximum initial sales charge currently in effect.
Because the Technology Fund is new, it has no performance history and thus no
performance quotations have been provided.
The Natural Resources Fund's average annual total returns for the indicated
periods ended April 30, 2000, were:
SINCE
INCEPTION
1 YEAR (%) (6/5/95) (%)
Advisor Class 19.91 13.76
The following SEC formula was used to calculate these figures:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of each period at the end of each period
Cumulative total return Like average annual total return, cumulative total
return assumes income dividends and capital gain distributions are reinvested
at net asset value, the account was completely redeemed at the end of each
period and the deduction of all applicable charges and fees. Cumulative total
return, however, is based on the actual return for a specified period rather
than on the average return over the periods indicated above. The Natural
Resources Fund's cumulative total returns for the indicated periods ended
April 30, 2000, were:
SINCE
INCEPTION
1 YEAR (%) (6/5/95) (%)
Advisor Class 19.91 88.16
VOLATILITY Occasionally statistics may be used to show a Fund's volatility or
risk. Measures of volatility or risk are generally used to compare a Fund's
net asset value or performance to a market index. One measure of volatility
is beta. Beta is the volatility of a fund relative to the total market, as
represented by an index considered representative of the types of securities
in which a fund invests. A beta of more than 1.00 indicates volatility
greater than the market and a beta of less than 1.00 indicates volatility
less than the market. Another measure of volatility or risk is standard
deviation. Standard deviation is used to measure variability of net asset
value or total return around an average over a specified period of time. The
idea is that greater volatility means greater risk undertaken in achieving
performance.
OTHER PERFORMANCE QUOTATIONS Sales literature referring to the use of the
Funds as a potential investment for IRAs, business retirement plans, and
other tax-advantaged retirement plans may quote a total return based upon
compounding of dividends on which it is presumed no federal income tax
applies.
Each Fund may include in its advertising or sales material information
relating to investment goals and performance results of funds belonging to
Franklin Templeton Investments. Franklin Resources, Inc. is the parent
company of the advisors and underwriter of Franklin Templeton Funds.
COMPARISONS To help you better evaluate how an investment in the Funds may
satisfy your investment goal, advertisements and other materials about the
Funds may discuss certain measures of Fund performance as reported by various
financial publications. Materials also may compare performance (as calculated
above) to performance as reported by other investments, indices, and
averages. These comparisons may include, but are not limited to, the
following examples:
o Dow Jones(R) Composite Average and its component averages - a
price-weighted average of 65 stocks that trade on the New York Stock
Exchange. The average is a combination of the Dow Jones Industrial Average
(30 blue-chip stocks that are generally leaders in their industry), the Dow
Jones Transportation Average (20 transportation stocks), and the Dow Jones
Utilities Average (15 utility stocks involved in the production of
electrical energy).
o Standard & Poor's(R) 500 Stock Index or its component indices - a
capitalization-weighted index designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500
stocks representing all major industries.
o The New York Stock Exchange composite or component indices - an unmanaged
index of all industrial, utilities, transportation, and finance stocks
listed on the NYSE.
o Nasdaq Composite Index - a broad-based capitalization-weighted total return
index of all Nasdaq National Market and Small Cap stocks.
o The Hambrecht & Quist Technology Index is comprised of the publicly traded
stocks of approximately 275 technology companies which includes the
electronics, services and other related technology industries. The index is
market-capitalization-weighted and includes reinvested dividends.
o The Standard & Poor's Technology Index is designed to measure the
performance of all the stocks included in the technology sector of the S&P
500 Index. The index is market-capitalization-weighted and includes
reinvested dividends.
o Wilshire 5000 Equity Index - represents the return on the market value of
all common equity securities for which daily pricing is available.
Comparisons of performance assume reinvestment of dividends.
o Lipper - Mutual Fund Performance Analysis and Lipper - Equity Fund
Performance Analysis - measure total return and average current yield for
the mutual fund industry and rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.
o CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of
return (average annual compounded growth rate) over specified time periods
for the mutual fund industry.
o Mutual Fund Source Book, published by Morningstar, Inc. - analyzes price,
yield, risk, and total return for mutual funds.
o Financial publications: The Wall Street Journal, and BUSINESS WEEK,
CHANGING TIMES, FINANCIAL WORLD, FORBES, FORTUNE, AND MONEY MAGAZINES -
provide performance statistics over specified time periods.
o Valueline Index - an unmanaged index which follows the stocks of
approximately 1,700 companies.
o Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change, over time, in
the price of goods and services in major expenditure groups.
o Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates -
historical measure of yield, price, and total return for common and small
company stock, long-term government bonds, Treasury bills, and inflation.
o Savings and Loan Historical Interest Rates - as published in the U.S.
Savings & Loan League Fact Book.
o Historical data supplied by the research departments of CS First Boston
Corporation, the J.P. Morgan(R)companies, Salomon Smith Barney Inc.,
Merrill Lynch, Lehman Brothers(R)and Bloomberg(R)L.P.
o Morgan Stanley Capital International World Indices, including, among
others, the Morgan Stanley Capital International Europe, Australia, Far
East Index (EAFE Index). The EAFE index is an unmanaged index of more than
1,000 companies of Europe, Australia and the Far East.
o Financial Times Actuaries Indices - including the FTA-World Index (and
components thereof), which are based on stocks in major world equity
markets.
o Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect
Morningstar's assessment of the historical risk-adjusted performance of a
fund over specified time periods relative to other funds within its
category.
From time to time, advertisements or information for the Funds may include a
discussion of certain attributes or benefits to be derived from an investment
in the Funds. The advertisements or information may include symbols,
headlines, or other material that highlights or summarizes the information
discussed in more detail in the communication.
Advertisements or information also may compare each Fund's performance to the
return on certificates of deposit (CDs) or other investments. You should be
aware, however, that an investment in a Fund involves the risk of fluctuation
of principal value, a risk generally not present in an investment in a CD
issued by a bank. CDs are frequently insured by an agency of the U.S.
government. An investment in a Fund is not insured by any federal, state or
private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to any Funds' portfolio, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not
be identical to the formula used by a Fund to calculate its figures. In
addition, there can be no assurance that the Funds will continue their
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The Funds may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis to have a
projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by
the College Board.) The Franklin Retirement Planning Guide leads you through
the steps to start a retirement savings program. Of course, an investment in
the Funds cannot guarantee that these goals will be met.
Each Fund is a member of Franklin Templeton Investments, one of the largest
mutual fund organizations in the U.S., and may be considered in a program for
diversification of assets. Founded in 1947, Franklin is one of the oldest
mutual fund organizations and now services approximately 3 million
shareholder accounts. In 1992, Franklin, a leader in managing fixed-income
mutual funds and an innovator in creating domestic equity funds, joined
forces with Templeton, a pioneer in international investing. The Mutual
Series team, known for its value-driven approach to domestic equity
investing, became part of the organization four years later. Together,
Franklin Templeton Investments has over $229 billion in assets under
management for more than 5 million U.S. based mutual fund shareholder and
other accounts. Franklin Templeton Investments offers 108 U.S. based open-end
investment companies to the public. Each Fund may identify itself by its
Nasdaq symbol or CUSIP number.
Currently, there are more mutual funds than there are stocks listed on the
New York Stock Exchange. While many of them have similar investment goals, no
two are exactly alike. Shares of the Funds are generally sold through
securities dealers, whose investment representatives are experienced
professionals who can offer advice on the type of investments suitable to
your unique goals and needs, as well as the risks associated with such
investments.
DESCRIPTION OF RATINGS
CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. (MOODY'S)
INVESTMENT GRADE
Aaa: Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa: Bonds rated Aa are judged to be high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large, fluctuation of protective elements may be of greater
amplitude, or there may be other elements present that make the long-term
risks appear somewhat larger.
A: Bonds rated A possess many favorable investment attributes and are
considered upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment sometime in the future.
Baa: Bonds rated Baa are considered medium-grade obligations. They are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may
be lacking or may be characteristically unreliable over any great length of
time. These bonds lack outstanding investment characteristics and, in fact,
have speculative characteristics as well.
BELOW INVESTMENT GRADE
Ba: Bonds rated Ba are judged to have predominantly speculative elements and
their future cannot be considered well assured. Often the protection of
interest and principal payments is very moderate and, thereby, not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B: Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.
Caa: Bonds rated Caa are of poor standing. These issues may be in default or
there may be present elements of danger with respect to principal or interest.
Ca: Bonds rated Ca represent obligations that are speculative to a high
degree. These issues are often in default or have other marked shortcomings.
C: Bonds rated C are the lowest rated class of bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond ratings. The modifier
1 indicates that the security ranks in the higher end of its generic rating
category; modifier 2 indicates a mid-range ranking; and modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.
STANDARD & POOR'S RATINGS GROUP (S&P(R))
INVESTMENT GRADE
AAA: This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong and, in the majority of instances,
differ from AAA issues only in a small degree.
A: Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.
BELOW INVESTMENT GRADE
BB, B, CCC, CC: Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligations.
BB indicates the lowest degree of speculation and CC the highest degree of
speculation. While these bonds will likely have some quality and protective
characteristics, they are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C: Bonds rated C are typically subordinated debt to senior debt that is
assigned an actual or implied CCC- rating. The C rating also may reflect the
filing of a bankruptcy petition under circumstances where debt service
payments are continuing. The C1 rating is reserved for income bonds on which
no interest is being paid.
D: Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
SHORT-TERM DEBT & COMMERCIAL PAPER RATINGS
MOODY'S
Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted. Moody's commercial
paper ratings are opinions of the ability of issuers to repay punctually
their promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following designations for both short-term
debt and commercial paper, all judged to be investment grade, to indicate the
relative repayment capacity of rated issuers:
P-1 (Prime-1): Superior capacity for repayment.
P-2 (Prime-2): Strong capacity for repayment.
S&P
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment
is very strong. A "plus" (+) designation indicates an even stronger
likelihood of
timely payment.
A-2: Capacity for timely payment on issues with this designation is strong.
The relative degree of safety, however, is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.
FRANKLIN U.S. LONG-SHORT FUND
FRANKLIN STRATEGIC SERIES
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 1, 2000
[Insert Franklin Templeton Ben Head]
P.O. BOX 997151, SACRAMENTO, CA 95899-9983 1-800/DIAL BEN(R)
This Statement of Additional Information (SAI) is not a prospectus. It
contains information in addition to the information in the Fund's prospectus.
The Fund's prospectus, dated September 1, 2000, which we may amend from time
to time, contains the basic information you should know before investing in
the Fund. You should read this SAI together with the Fund's prospectus.
For a free copy of the current prospectus, contact your investment
representative or call 1-800/DIAL BEN (1-800/342-5236).
CONTENTS
Goal and Strategies 2
Risks 5
Officers and Trustees 6
Management and Other Services 9
Portfolio Transactions 10
Distributions and Taxes 11
Organization, Voting Rights and Principal Holders 13
Buying and Selling Shares 13
Pricing Shares 19
The Underwriter 20
Performance 21
Miscellaneous Information 22
Financial Statements 24
MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:
o ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY OF THE U.S. GOVERNMENT;
o ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK;
o ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
GOAL AND STRATEGIES
The Fund's principal investment goal is to provide long-term capital
appreciation in both up (bull) and down (bear) markets with less volatility
than the overall stock market. This goal is fundamental, which means it may
not be changed without shareholder approval.
One measure of risk is volatility of returns. Over time, the Fund aims to
achieve its returns with reduced volatility and reduced market correlation as
compared to a traditional equity fund that holds only long positions. A
traditional equity fund is fully exposed to the equity market and thus bears
the full market risk of its investments. The Fund, however, reduces its
exposure to market movements by combining a short portfolio (being in a
position to profit when securities prices go down) with a long portfolio
(being in a position to profit when securities prices go up). The Fund's
"net" exposure is the gross amount of securities held long minus the gross
amount of securities held short -- the short portfolio offsets the long
portfolio. The Fund will maintain a flexible approach with regard to the
amount of its "net exposure." It will shift its net exposure depending on
its assessment of the relative attractiveness of long versus short
opportunities in the market. Reduced exposure to the equity market using
this strategy should contribute to lower overall volatility of the Fund's
returns. In addition, the Fund's variation in returns should be somewhat
different from a traditional U.S. equity fund. Traditional U.S. equity funds
normally produce positive returns in bull markets and negative returns in
bear markets making them correlated with the overall market. A primary goal
of the Fund is to provide positive returns in both bull and bear markets. If
this is achieved, the Fund will have imperfect correlation with the overall
market. The Fund manager believes the Fund's risk and correlation profile
can be used effectively to diversify investors' U.S. equity portfolios.
The Fund is constructed on a stock-by-stock basis. The Fund manager attempts
to create a portfolio of stocks by analyzing risk/reward profiles. The Fund
manager believes that every security can be evaluated by weighing potential
gains against associated risk. Once these fundamental factors are determined,
they are considered against various valuation metrics and a risk/reward
profile is constructed. Securities of companies with strong or improving
fundamentals, or valuable assets that are not fully appreciated by the market
are long purchase candidates. Securities of companies whose fundamentals are
likely to deteriorate or whose market valuations are excessive are short
purchase candidates. The Fund manager focuses on short sale candidates with
a large number of associated risk factors or potential negative future events
that may cause the stock to underperform or decline in value.
EQUITY SECURITIES The purchaser of an equity security typically receives an
ownership interest in the company as well as certain voting rights. The
owner of an equity security may participate in a company's success through
the receipt of dividends, which are distributions of earnings by the company
to its owners. Equity security owners may also participate in a company's
success or lack of success through increases or decreases in the value of the
company's shares. Equity securities generally take the form of common stock
or preferred stock. Preferred stockholders typically receive greater
dividends but may receive less appreciation than common stockholders because
of the terms of the issuance of preferred stocks and may have greater voting
rights as well. Equity securities may also include convertible securities,
warrants, or rights. Warrants or rights give the holder the right to
purchase a common stock at a given time for a specified price. Convertible
securities are convertible into common stock, from either preferred stock or
debt securities.
SHORT SALES In a short sale, the Fund sells a security it does not own in
anticipation of a decline in the market value of that security. To complete
the transaction, the Fund must borrow the security to make delivery to the
buyer. The Fund is then obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement. Until the
security is replaced, the Fund must pay the lender any dividends or interest
that accrues during the period of the loan. To borrow the security, the Fund
may also be required to pay a premium, which would increase the cost of the
security sold. The proceeds of the short sale will be retained by the
broker, to the extent necessary to meet margin requirements, until the short
position is closed out.
The Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which
the Fund replaces the borrowed security, and the Fund will realize a gain if
the security declines in price between those same dates. The amount of any
gain will be decreased, and the amount of any loss increased, by the amount
of any premium, dividends or interest the Fund is required to pay in
connection with the short sale.
The Fund will segregate, in accordance with the law, an amount equal to the
difference between (a) the market value of the securities sold short at the
time they were sold short and (b) any cash or securities required to be
deposited as collateral with the broker in connection with the short sale
(not including the proceeds from the short sale). The segregated amount will
be marked-to-market daily (that is, valued using that day's prices) and at no
time will the amount segregated and deposited with the broker as collateral
be less than the market value of the securities at the time they are sold
short.
BORROWING When the Fund enters into a short sale transaction, it agrees with
the selling broker to maintain cash or marginable collateral equal to the
marked-to-market value of securities sold short. The agreement with the
broker provides that if the Fund does not increase the collateral when
requested, the broker will, in effect, lend the shortfall to the Fund and
charge the Fund interest on the amount of the shortfall. The Fund may also
borrow from banks when the Fund has all of its assets invested, but wants to
take advantage of opportunities to buy more stocks, either long or short.
Under federal securities laws, a Fund may borrow from banks up to one-third
its total assets (including the amount borrowed) provided that it maintains
continuous asset coverage of 300% with respect to such borrowings and sells
(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 disadvantageous from an investment standpoint. The federal
securities laws also permit a fund, under specified conditions, to enter into
a borrowing arrangement with a non-bank. In addition to borrowing for
leverage purposes, the Fund also may borrow money to meet redemptions in
order to avoid forced, unplanned sales of portfolio securities. This allows
the Fund greater flexibility to buy and sell portfolio securities for
investment or tax considerations, rather than for cash flow considerations.
FOREIGN SECURITIES The Fund may invest up to 35% of its total assets in
foreign securities traded in the U.S. or directly in foreign markets. The
Fund may buy American, European, and Global Depositary Receipts. Depositary
receipts are certificates typically issued by a bank or trust company that
give their holders the right to receive securities (a) of a foreign issuer
deposited in a U.S. bank or trust company (American Depositary Receipts), or
(b) of a foreign or U.S. issuer deposited in a foreign bank or trust company
(Global Depositary Receipts, GDRs or European Depositary Receipts, EDRs).
The Fund may invest in sponsored or unsponsored depositary receipts. 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.
EMERGING MARKETS. Emerging market countries include: (i) countries that are
generally considered low or middle income countries by the International Bank
for Reconstruction and Development (commonly known as the World Bank) and the
International Finance Corporation; or (ii) countries that are classified by
United Nations or otherwise regarded by their authorities as emerging, or
(iii) countries with a market capitalization of less than 3% of the Morgan
Stanley Capital World Index.
SMALL COMPANIES Small companies are often overlooked by investors or
undervalued in relation to their earnings power. Small companies generally
are not as well known to the investing public and have less of an investor
following than larger companies. Because of these relative inefficiencies in
the market place, they may provide greater opportunities for long-term
capital growth.
PORTFOLIO TURNOVER Portfolio turnover is a measure of how frequently a
portfolio's securities are bought and sold. As required by the SEC, annual
portfolio turnover is calculated generally as the dollar value of the lesser
of a portfolio's purchases or sales of portfolio securities during a given
year, divided by the monthly average value of the portfolio's securities
during that year (excluding securities whose maturity or expiration at the
time of acquisition were less than one year). For example, a portfolio
reporting a 100% portfolio turnover rate would have purchased and sold
securities worth as much as the monthly average value of its portfolio
securities during the year. Higher portfolio turnover rates generally
increase transaction costs, which are portfolio expenses, and may increase
your tax liability if the transactions result in capital gains.
The portfolio turnover rate for this Fund is expected to exceed 100% because
of the Fund's investment strategy. This is because shifting the portfolio's
long and short positions based on market opportunities and engaging in short
sales cause portfolio turnover. In addition, redemptions or exchanges by
investors may require the liquidation of portfolio securities. A decision to
buy and sell a security may therefore be made without regard to the length of
time a security has been held.
TEMPORARY INVESTMENTS When the manager believes market or economic
conditions are unfavorable for investors, the manager may invest up to 100%
of the Fund's assets in a temporary defensive manner or hold a substantial
portion of its assets in cash, cash equivalents or other high quality
short-term investments. Unfavorable market or economic conditions may include
excessive volatility or a prolonged general decline in the securities
markets, the securities in which the Fund normally invests, or the economies
of the countries where the Fund invests.
Temporary defensive investments generally may include high-grade commercial
paper, repurchase agreements, and other money market equivalents. To the
extent allowed by exemptions granted under the Investment Company Act of
1940, as amended (1940 Act), and the Fund's other investment policies and
restrictions, the manager also may invest the Fund's assets in shares of one
or more money market funds managed by the manager or its affiliates. The
manager also may invest in these types of securities or hold cash while
looking for suitable investment opportunities or to maintain liquidity.
REPURCHASE AGREEMENTS The Fund generally will have a portion of its assets in
cash or cash equivalents for a variety of reasons, including waiting for a
suitable investment opportunity or taking a defensive position. To earn
income on this portion of its assets, the Fund may enter into repurchase
agreements. Under a repurchase agreement, the Fund agrees to buy securities
guaranteed as to payment of principal and interest by the U.S. government or
its agencies from a qualified bank or broker-dealer and then to sell the
securities back to the bank or broker-dealer after a short period of time
(generally, less than seven days) at a higher price. The bank or
broker-dealer must transfer to the Fund's custodian securities with an
initial market value of at least 102% of the dollar amount invested by the
Fund in each repurchase agreement. The manager will monitor the value of such
securities daily to determine that the value equals or exceeds the repurchase
price.
Repurchase agreements may involve risks in the event of default or insolvency
of the bank or broker-dealer, including possible delays or restrictions upon
the Fund's ability to sell the underlying securities. The Fund will enter
into repurchase agreements only with parties who meet certain
creditworthiness standards, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the repurchase transaction.
LOANS OF PORTFOLIO SECURITIES To generate additional income, the Fund may
lend certain of its portfolio securities to qualified banks and
broker-dealers. These loans may not exceed 33 1/3% of the value of the Fund's
total assets, measured at the time of the most recent loan. For each loan,
the borrower must maintain with the Fund's custodian collateral (consisting
of any combination of cash, securities issued by the U.S. government and its
agencies and instrumentalities, or irrevocable letters of credit) with a
value at least equal to 100% of the current market value of the loaned
securities. The Fund retains all or a portion of the interest received on
investment of the cash collateral or receives a fee from the borrower. The
Fund also continues to receive any distributions paid on the loaned
securities. The Fund may terminate a loan at any time and obtain the return
of the securities loaned within the normal settlement period for the security
involved.
Where voting rights with respect to the loaned securities pass with the
lending of the securities, the manager intends to call the loaned securities
to vote proxies, or to use other practicable and legally enforceable means to
obtain voting rights, when the manager has knowledge that, in its opinion, a
material event affecting the loaned securities will occur or the manager
otherwise believes it necessary to vote. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in collateral in
the event of default or insolvency of the borrower. The Fund will loan its
securities only to parties who meet creditworthiness standards approved by
the Fund's Board of Trustees, i.e., banks or broker-dealers that the manager
has determined present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the loan.
INVESTMENT RESTRICTIONS The Fund has adopted the following restrictions as
fundamental policies. This means they may only be changed if the change is
approved by (i) more than 50% of the Fund's outstanding shares or (ii) 67% or
more of the Fund's shares present at a shareholder meeting if more than 50%
of the Fund's outstanding shares are represented at the meeting in person or
by proxy, whichever is less.
The Fund may not:
1. Borrow money, except that the Fund may borrow money from banks or other
persons in privately arranged transactions that are not intended to be
publicly distributed, or affiliated investment companies, to the extent
permitted by the 1940 Act, or any exemptions therefrom which may be granted
by the U.S. Securities and Exchange Commission (SEC), or for temporary or
emergency purposes and then in an amount not exceeding 33 1/3% of the value
of the Fund's total assets (including the amount borrowed).
2. Act as an underwriter except to the extent the Fund may be deemed to be
an underwriter when disposing of securities it owns or when selling its own
shares.
3. Make loans to other persons except (a) through the lending of its
portfolio securities, (b) through the purchase of debt securities, loan
participations and/or engaging in direct corporate loans in accordance with
its investment objectives and policies, and (c) to the extent the entry into
a repurchase agreement is deemed to be a loan. The Fund may also make loans
to affiliated investment companies to the extent permitted by the 1940 Act or
any exemptions therefrom which may be granted by the SEC.
4. Purchase or sell real estate and commodities, except that the Fund may
purchase or sell securities of real estate investment trusts, may purchase
or sell currencies, may enter into futures contracts on securities,
currencies, and other indices or any other financial instruments, and may
purchase and sell options on such futures contracts..
5. Issue securities senior to the Fund's presently authorized shares of
beneficial interest. Except that this restriction shall not be deemed to
prohibit the Fund from (a) making any permitted borrowings, loans, mortgages
or pledges, (b) entering into options, futures contracts, forward contracts,
repurchase transactions or reverse repurchase transactions, or (c) making
short sales of securities to the extent permitted by the 1940 Act and any
rule or order thereunder, or SEC staff interpretations thereof.
6. Concentrate (invest more than 25% of its total assets) in securities of
issuers in a particular industry (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities or
securities of other investment companies).
7. Purchase the securities of any one issuer (other than the U.S.
government or any of its agencies or instrumentalities or securities of other
investment companies) if immediately after such investment (a) more than 5%
of the value of the Fund's total assets would be invested in such issuer or
(b) more than 10% of the outstanding voting securities of such issuer would
be owned by the Fund, except that up to 25% of the value of such Fund's total
assets may be invested without regard to such 5% and 10% limitations.
8. Sell short the securities of any one issuer, if immediately after such
investment (a) the market value of such issuer's securities sold short would
exceed more than 5% of the value of the Fund's total assets, or (b) the
securities sold short would constitute more than 10% of the outstanding
voting securities of such issuer.
If a bankruptcy or other extraordinary event occurs concerning a particular
security the Fund owns, the Fund may receive stock, real estate, or other
investments that the Fund would not, or could not, buy. If this happens, the
Fund intends to sell such investments as soon as practicable while trying to
maximize the return to shareholders.
Generally, the policies and restrictions discussed in this SAI and in the
prospectus apply when the Fund makes an investment. In most cases, the Fund
is not required to sell a security because circumstances change and the
security no longer meets one or more of the Fund's policies or restrictions.
If a percentage restriction or limitation is met at the time of investment, a
later increase or decrease in the percentage due to a change in the value or
liquidity of portfolio securities will not be considered a violation of the
restriction or limitation.
RISKS
-------------------------------------------------------------------------------
In addition to the risk factors discussed in the prospectus, the following
risks should be considered.
FOREIGN SECURITIES The values of foreign (and U.S.) securities are affected
by general economic conditions and individual company and industry earnings
prospects. While foreign securities may offer significant opportunities for
gain, they also involve additional risks that can increase the potential for
losses in a fund. These risks can be significantly greater for investments in
emerging markets. Investments in depositary receipts also involve some or
all of the risks described below.
The political, economic, and social structures of some countries in which the
Fund invests may be less stable and more volatile than those in the U.S. The
risks of investing in these countries include the possibility of the
imposition of exchange controls, expropriation, restrictions on removal of
currency or other assets, nationalization of assets, and punitive taxes.
There may be less publicly available information about a foreign company or
government than about a U.S. company or public entity. Certain countries'
financial markets and services are less developed than those in the U.S. or
other major economies. As a result, they may not have uniform accounting,
auditing, and financial reporting standards and may have less government
supervision of financial markets. Foreign securities markets may have
substantially lower trading volumes than U.S. markets, resulting in less
liquidity and more volatility than experienced in the U.S. Transaction costs
on foreign securities markets are generally higher than in the U.S. The
settlement practices may be cumbersome and result in delays that may affect
portfolio liquidity. The Fund may have greater difficulty voting proxies,
exercising shareholder rights, pursuing legal remedies, and obtaining
judgments with respect to foreign investments in foreign courts than with
respect to domestic issuers in U.S. courts.
EMERGING MARKETS Investments in companies domiciled in emerging countries may
be subject to potentially higher risks, making these investments more
volatile, than investments in developed countries. These risks include (i)
less social, political and economic stability; (ii) the risk that the small
size of the markets for such securities and the low or nonexistent volume of
trading may result in a lack of liquidity and in greater price volatility;
(iii) the existence of certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in
issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed legal structures governing private or
foreign investment or allowing for judicial redress for injury to private
property; (vi) the absence, until recently in many developing countries, of a
capital market structure or market-oriented economy, and (vii) the
possibility that recent favorable economic developments in some emerging
countries may be slowed or reversed by unanticipated political or social
events in such countries.
In addition, many countries in which the Fund may invest have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some emerging countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position.
Investments in emerging countries may involve risks of nationalization,
expropriation confiscatory taxation and restrictive currency control
regulations. In the event of an expropriation of property without adequate
compensation, the Fund could lose a substantial portion of any investments it
has made in the affected countries. Further, accounting standards may
not exist in certain emerging countries. Finally, even though the currencies
of some emerging countries, such as certain Eastern European countries, may
be convertible into U.S. dollars, the conversion rates may be artificial to
the actual market values and may be adverse to the Fund's shareholders.
Repatriation, that is, the return to an investor's homeland, of investment
income, capital and proceeds of sales by foreign investors may require
governmental registration or approval in some developing countries. Delays in
or a refusal to grant any required governmental registration or approval for
such repatriation could adversely affect the Fund. Further, the economies of
emerging 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. In particular, a slow-down in the U.S. economy is
likely to have an adverse affect on most emerging market countries, which
directly and indirectly are dependent upon trade with the U.S. in varying
degrees.
EURO On January 1, 1999, the European Economic and Monetary Union (EMU)
introduced a new single currency called the euro. By July 1, 2002, the euro,
which will be implemented in stages, will have replaced the national
currencies of the following member countries: Austria, Belgium, Finland,
France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and
Spain.
Currently, the exchange rate of the currencies of each of these countries is
fixed to the euro. The euro trades on currency exchanges and is available for
non-cash transactions. The participating countries currently issue sovereign
debt exclusively in euro. By July 1, 2002, euro-denominated bills and coins
will replace the bills and coins of the above countries.
The new European Central Bank has control over each country's monetary
policies. Therefore, the participating countries no longer control their own
monetary policies by directing independent interest rates for their
currencies. The national governments of the participating countries, however,
have retained the authority to set tax and spending policies and public debt
levels.
The change to the euro as a single currency is new and untested. It is not
possible to predict the impact of the euro on currency values or on the
business or financial condition of European countries and issuers, and
issuers in other regions, whose securities the Fund may hold, or the impact,
if any, on Fund performance. In the first six months of the euro's
existence, the exchange rates of the euro versus many of the world's major
currencies steadily declined. In this environment, U.S. and other foreign
investors experienced erosion of their investment returns on their
euro-denominated securities. The transition and the elimination of currency
risk among EMU countries may change the economic environment and behavior of
investors, particularly in European markets, but the impact of those changes
cannot be assessed at this time.
OFFICERS AND TRUSTEES
Franklin Strategic Series (Trust) has a board of trustees. The board is
responsible for the overall management of the Trust, including general
supervision and review of the Fund's investment activities. The board, in
turn, elects the officers of the Trust who are responsible for administering
the Trust's day-to-day operations.
The name, age and address of the officers and board members, as well as their
affiliations, positions held with the Trust, and principal occupations during
the past five years are shown below.
Frank H. Abbott, III (79)
1045 Sansome Street, San Francisco, CA 94111
TRUSTEE
President and Director, Abbott Corporation (an investment company); director
or trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) (until 1996) and Vacu-Dry Co. (food processing)
(until 1996).
Harris J. Ashton (68)
191 Clapboard Ridge Road, Greenwich, CT 06830
TRUSTEE
Director, RBC Holdings, Inc. (bank holding company) and Bar-S Foods (meat
packing company); director or trustee, as the case may be, of 47 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers) (until 1998).
*Harmon E. Burns (55)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.;
Director, Franklin Investment Advisory Services, Inc., Franklin/Templeton
Investor Services, Inc. and Franklin Templeton Services, Inc.; and officer
and/or director or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 51 of the investment
companies in Franklin Templeton Investments.
S. Joseph Fortunato (68)
Park Avenue at Morris County, P.O. Box 1945
Morristown, NJ 07962-1945
TRUSTEE
Member of the law firm of Pitney, Hardin, Kipp & Szuch; and director or
trustee, as the case may be, of 49 of the investment companies in Franklin
Templeton Investments.
Edith E. Holiday (48)
3239 38th Street, N.W., Washington, DC 20016
TRUSTEE
Director, Amerada Hess Corporation (exploration and refining of oil and gas)
(1993-present), Hercules Incorporated (chemicals, fibers and resins)
(1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J.
Heinz Company (processed foods and allied products) (1994-present) and RTI
International Metals, Inc. (manufacture and distribution of titanium) (July
1999-present); director or trustee, as the case may be, of 25 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
Assistant to the President of the United States and Secretary of the Cabinet
(1990-1993), General Counsel to the United States Treasury Department
(1989-1990), and Counselor to the Secretary and Assistant Secretary for Public
Affairs and Public Liaison-United States Treasury Department (1988-1989).
*Charles B. Johnson (67)
777 Mariners Island Blvd., San Mateo, CA 94404
CHAIRMAN OF THE BOARD AND TRUSTEE
Chairman of the Board, Chief Executive Officer, Member - Office of the
Chairman and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Investment Advisory Services, Inc.; Vice President,
Franklin Templeton Distributors, Inc.; Director, Franklin/Templeton Investor
Services, Inc. and Franklin Templeton Services, Inc.; officer and/or director
or trustee, as the case may be, of most of the other subsidiaries of Franklin
Resources, Inc. and of 48 of the investment companies in Franklin Templeton
Investments.
*Rupert H. Johnson, Jr. (60)
777 Mariners Island Blvd., San Mateo, CA 94404
PRESIDENT AND TRUSTEE
Vice Chairman, Member - Office of the Chairman and Director, Franklin
Resources, Inc.; Executive Vice President and Director, Franklin Templeton
Distributors, Inc.; Director, Franklin Advisers, Inc., Franklin Investment
Advisory Services, Inc. and Franklin/Templeton Investor Services, Inc.;
Senior Vice President, Franklin Advisory Services, LLC; and officer and/or
director or trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 51 of the investment companies in Franklin
Templeton Investments.
Frank W.T. LaHaye (71)
20833 Stevens Creek Blvd., Suite 102, Cupertino, CA 95014
TRUSTEE
Chairman, Peregrine Venture Management Company (venture capital); Director,
The California Center for Land Recycling (redevelopment); director or
trustee, as the case may be, of 28 of the investment companies in Franklin
Templeton Investments; and FORMERLY, General Partner, Miller & LaHaye and
Peregrine Associates, the general partners of Peregrine Venture funds.
Gordon S. Macklin (72)
8212 Burning Tree Road, Bethesda, MD 20817
TRUSTEE
Director, Martek Biosciences Corporation, WorldCom, Inc. (communications
services), MedImmune, Inc. (biotechnology), Overstock.com (internet
services), White Mountains Insurance Group, Ltd. (holding company) and
Spacehab, Inc. (aerospace services); director or trustee, as the case may be,
of 47 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Chairman, White River Corporation (financial services) (until 1998)
and Hambrecht & Quist Group (investment banking) (until 1992), and President,
National Association of Securities Dealers, Inc. (until 1987).
Martin L. Flanagan (40)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
President, Member - Office of the President, Chief Financial Officer and
Chief Operating Officer, Franklin Resources, Inc.; Executive Vice President
and Director, Franklin/Templeton Investor Services, Inc.; President and Chief
Financial Officer, Franklin Mutual Advisers, LLC; Executive Vice President,
Chief Financial Officer and Director, Templeton Worldwide, Inc.; Executive
Vice President, Chief Operating Officer and Director, Templeton Investment
Counsel, Inc.; Executive Vice President, Franklin Advisers, Inc. and Franklin
Investment Advisory Services, Inc.; Chief Financial Officer, Franklin
Advisory Services, LLC; Chairman and Director, Franklin Templeton Services,
Inc.; officer and/or director of some of the other subsidiaries of Franklin
Resources, Inc.; and officer and/or director or trustee, as the case may be,
of 51 of the investment companies in Franklin Templeton Investments.
David P. Goss (53)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Counsel, Franklin Resources, Inc.; President, Chief Executive Officer and
Director, Franklin Select Realty Trust, Property Resources, Inc., Property
Resources Equity Trust, Franklin Real Estate Management, Inc. and Franklin
Properties, Inc.; officer and director of some of the other subsidiaries of
Franklin Resources, Inc.; officer of 52 of the investment companies in
Franklin Templeton Investments; and FORMERLY, President, Chief Executive
Officer and Director, Franklin Real Estate Income Fund and Franklin Advantage
Real Estate Income Fund (until 1996).
Barbara J. Green (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Vice President and Deputy General Counsel, Franklin Resources, Inc.; Senior
Vice President, Templeton Worldwide, Inc. and Templeton Global Investors,
Inc.; officer of 52 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Deputy Director, Division of Investment
Management, Executive Assistant and Senior Advisor to the Chairman, Counselor
to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and
Exchange Commission (1986-1995), Attorney, Rogers & Wells (until 1986), and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
Edward B. Jamieson (52)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.;
officer of other subsidiaries of Franklin Resources, Inc.; and officer and
trustee of five of the investment companies in Franklin Templeton
Investments.
Charles E. Johnson (44)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
President, Member - Office of the President and Director, Franklin Resources,
Inc.; Senior Vice President, Franklin Templeton Distributors, Inc.; President
and Director, Templeton Worldwide, Inc. and Franklin Advisers, Inc.;
Director, Templeton Investment Counsel, Inc.; President, Franklin Investment
Advisory Services, Inc.; officer and/or director of some of the other
subsidiaries of Franklin Resources, Inc.; and officer and/or director or
trustee, as the case may be, of 32 of the investment companies in Franklin
Templeton Investments.
Edward V. McVey (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Senior Vice President, Franklin Templeton Distributors, Inc.; officer of one
of the other subsidiaries of Franklin Resources, Inc. and of 29 of the
investment companies in Franklin Templeton Investments.
Christopher J. Molumphy (38)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT
Executive Vice President, Franklin Advisers, Inc.
Kimberley Monasterio (36)
777 Mariners Island Blvd., San Mateo, CA 94404
TREASURER AND PRINCIPAL ACCOUNTING OFFICER
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 33
of the investment companies in Franklin Templeton Investments.
Murray L. Simpson (63)
777 Mariners Island Blvd., San Mateo, CA 94404
VICE PRESIDENT AND SECRETARY
Executive Vice President and General Counsel, Franklin Resources, Inc.;
officer and/or director of some of the subsidiaries of Franklin Resources,
Inc.; officer of 52 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until January 2000)
and Director, Templeton Asset Management Ltd. (until 1999).
*This board member is considered an "interested person" under federal
securities laws.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the
father and uncle, respectively, of Charles E. Johnson.
The Trust pays noninterested board members $1,575 for each of the Trust's
eight regularly scheduled meetings plus $1,050 per meeting attended. Board
members who serve on the audit committee of the Trust and other funds in
Franklin Templeton Investments receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Trust. Members of a
committee are not compensated for any committee meeting held on the day of a
board meeting. Noninterested board members also may serve as directors or
trustees of other funds in Franklin Templeton Investments and may receive
fees from these funds for their services. The fees payable to noninterested
board members by the Trust are subject to reductions resulting from fee caps
limiting the amount of fees payable to board members who serve on other
boards within Franklin Templeton Investments. The following table provides
the total fees paid to noninterested board members by the Trust and by
Franklin Templeton Investments.
NUMBER OF BOARDS
TOTAL FEES IN FRANKLIN
TOTAL FEES RECEIVED FROM TEMPLETON
RECEIVED FRANKLIN INVESTMENTS ON
FROM THE TEMPLETON WHICH EACH
NAME TRUST/1 INVESTMENTS/2 Serves/3
-----------------------------------------------------------------------
Frank H. Abbott, III $17,603 $156,060 28
Harris J. Ashton 17,770 363,165 47
S. Joseph Fortunato 16,625 363,238 49
Edith E. Holiday 22,050 237,265 25
Frank W.T. LaHaye 16,553 156,060 28
Gordon S. Macklin 17,770 363,165 47
1. For the fiscal year ended April 30, 2000.
2. For the calendar year ended December 31, 1999.
3. We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. This number does not include the
total number of series or funds within each investment company for which the
board members are responsible. Franklin Templeton Investments currently
includes 52 registered investment companies, with approximately 157 U.S.
based funds or series.
Noninterested board members are reimbursed for expenses incurred in
connection with attending board meetings, paid pro rata by each fund in
Franklin Templeton Investments for which they serve as director or trustee.
No officer or board member received any other compensation, including pension
or retirement benefits, directly or indirectly from the Fund or other funds
in Franklin Templeton Investments. Certain officers or board members who are
shareholders of Franklin Resources, Inc. may be deemed to receive indirect
remuneration by virtue of their participation, if any, in the fees paid to
its subsidiaries.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board
member invest one-third of fees received for serving as a director or trustee
of a Templeton fund in shares of one or more Templeton funds and one-third of
fees received for serving as a director or trustee of a Franklin fund in
shares of one or more Franklin funds until the value of such investments
equals or exceeds five times the annual fees paid such board member.
Investments in the name of family members or entities controlled by a board
member constitute fund holdings of such board member for purposes of this
policy, and a three year phase-in period applies to such investment
requirements for newly elected board members. In implementing such policy, a
board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.
MANAGEMENT AND OTHER SERVICES
MANAGER AND SERVICES PROVIDED The Fund's manager is Franklin Advisers, Inc.
(Advisers). The manager is a wholly owned subsidiary of Franklin Resources,
Inc. (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.
The manager provides investment research and portfolio management services,
and selects the securities for the Fund to buy, hold or sell. The manager
also selects the brokers who execute the Fund's portfolio transactions. The
manager provides periodic reports to the board, which reviews and supervises
the manager's investment activities. To protect the Fund, the manager and its
officers, directors and employees are covered by fidelity insurance.
The manager and its affiliates manage numerous other investment companies and
accounts. The manager may give advice and take action with respect to any of
the other funds it manages, or for its own account, that may differ from
action taken by the manager on behalf of the Fund. Similarly, with respect to
the Fund, the manager is not obligated to recommend, buy or sell, or to
refrain from recommending, buying or selling any security that the manager
and access persons, as defined by applicable federal securities laws, may buy
or sell for its or their own account or for the accounts of any other fund.
The manager is not obligated to refrain from investing in securities held by
the Fund or other funds it manages.
The Fund, its manager and principal underwriter have each adopted a code of
ethics, as required by federal securities laws. Under the code of ethics,
employees who are designated as access persons may engage in personal
securities transactions, including transactions involving securities that are
being considered for the Fund or that are currently held by the Fund, subject
to certain general restrictions and procedures. The personal securities
transactions of access persons of the Fund, its manager and principal
underwriter will be governed by the code of ethics. The code of ethics is on
file with, and available from, the U.S. Securities and Exchange Commission
(SEC).
MANAGEMENT FEES The Fund pays the manager a fee equal to an annual rate of 1%
of the average daily net assets of the Fund.
The fee is computed at the close of business on the last business day of each
month according to the terms of the management agreement.
For the period from May 28, 1999 (effective date), through April 30, 2000,
under an agreement by the manager to waive its fees and to reduce its fees to
reflect reduced services resulting from the Fund's investment in a Franklin
Templeton money fund, the Fund paid no management fees. Management fees,
before any advance waiver, totaled $11,987.
ADMINISTRATOR AND SERVICES PROVIDED Franklin Templeton Services, Inc. (FT
Services) has an agreement with the Fund to provide certain administrative
services and facilities for the Fund. FT Services is wholly owned by
Resources and is an affiliate of the Fund's manager and principal
underwriter.
The administrative services FT Services provides include preparing and
maintaining books, records, and tax and financial reports, and monitoring
compliance with regulatory requirements.
ADMINISTRATION FEES The Fund pays FT Services a monthly fee equal to an
annual rate of 0.20% of the Fund's average daily net assets.
For the period from May 28, 1999 (effective date), through April 30, 2000,
under an agreement by the administrator to waive its fees, the Fund paid no
administration fees. Administration fees, before any advance waiver, totaled
$2,399.
SHAREHOLDER SERVICING AND TRANSFER AGENT Franklin/Templeton Investor
Services, Inc. (Investor Services) is the Fund's shareholder servicing agent
and acts as the Fund's transfer agent and dividend-paying agent. Investor
Services is located at 777 Mariners Island Blvd., San Mateo, CA 94404. Please
send all correspondence to Investor Services to P.O. Box 997151, Sacramento,
CA 95899-9983.
For its services, Investor Services receives a fixed fee per account. The
Fund also will reimburse Investor Services for certain out-of-pocket
expenses, which may include payments by Investor Services to entities,
including affiliated entities, that provide sub-shareholder services,
recordkeeping and/or transfer agency services to beneficial owners of the
Fund. The amount of reimbursements for these services per benefit plan
participant Fund account per year will not exceed the per account fee payable
by the Fund to Investor Services in connection with maintaining shareholder
accounts.
CUSTODIAN Bank of New York, Mutual Funds Division, 90 Washington Street, New
York, NY 10286, acts as custodian of the Fund's securities and other assets.
AUDITOR PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA
94105, is the Fund's independent auditor. The auditor gives an opinion on the
financial statements included in the Trust's Annual Report to Shareholders
and reviews the Trust's registration statement filed with the SEC.
PORTFOLIO TRANSACTIONS
The manager selects brokers and dealers to execute the Fund's portfolio
transactions in accordance with criteria set forth in the management
agreement and any directions that the board may give.
When placing a portfolio transaction, the manager seeks to obtain prompt
execution of orders at the most favorable net price. For portfolio
transactions on a securities exchange, the amount of commission paid is
negotiated between the manager and the broker executing the transaction. The
determination and evaluation of the reasonableness of the brokerage
commissions paid are based to a large degree on the professional opinions of
the persons responsible for placement and review of the transactions. These
opinions are based on the experience of these individuals in the securities
industry and information available to them about the level of commissions
being paid by other institutional investors of comparable size. The manager
will ordinarily place orders to buy and sell over-the-counter securities on a
principal rather than agency basis with a principal market maker unless, in
the opinion of the manager, a better price and execution can otherwise be
obtained. Purchases of portfolio securities from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers will include a spread between the bid and ask price.
The manager may pay certain brokers commissions that are higher than those
another broker may charge, if the manager determines in good faith that the
amount paid is reasonable in relation to the value of the brokerage and
research services it receives. This may be viewed in terms of either the
particular transaction or the manager's overall responsibilities to client
accounts over which it exercises investment discretion. The services that
brokers may provide to the manager include, among others, supplying
information about particular companies, markets, countries, or local,
regional, national or transnational economies, statistical data, quotations
and other securities pricing information, and other information that provides
lawful and appropriate assistance to the manager in carrying out its
investment advisory responsibilities. These services may not always directly
benefit the Fund. They must, however, be of value to the manager in carrying
out its overall responsibilities to its clients.
It is not possible to place a dollar value on the special executions or on
the research services the manager receives from dealers effecting
transactions in portfolio securities. The allocation of transactions to
obtain additional research services allows the manager to supplement its own
research and analysis activities and to receive the views and information of
individuals and research staffs of other securities firms. As long as it is
lawful and appropriate to do so, the manager and its affiliates may use this
research and data in their investment advisory capacities with other clients.
If the Fund's officers are satisfied that the best execution is obtained, the
sale of Fund shares, as well as shares of other funds in Franklin Templeton
Investments, also may be considered a factor in the selection of
broker-dealers to execute the Fund's portfolio transactions.
Because Franklin Templeton Distributors, Inc. (Distributors) is a member of
the National Association of Securities Dealers, Inc., it may sometimes
receive certain fees when the Fund tenders portfolio securities pursuant to a
tender-offer solicitation. To recapture brokerage for the benefit of the
Fund, any portfolio securities tendered by the Fund will be tendered through
Distributors if it is legally permissible to do so. In turn, the next
management fee payable to the manager will be reduced by the amount of any
fees received by Distributors in cash, less any costs and expenses incurred
in connection with the tender.
If purchases or sales of securities of the Fund and one or more other
investment companies or clients supervised by the manager are considered at
or about the same time, transactions in these securities will be allocated
among the several investment companies and clients in a manner deemed
equitable to all by the manager, taking into account the respective sizes of
the funds and the amount of securities to be purchased or sold. In some cases
this procedure could have a detrimental effect on the price or volume of the
security so far as the Fund is concerned. In other cases it is possible that
the ability to participate in volume transactions may improve execution and
reduce transaction costs to the Fund.
For the period from May 28, 1999 (effective date), through April 30, 2000,
the Fund paid brokerage commissions of $7,802.
For the period from May 28, 1999 (effective date), through April 30, 2000,
the Fund paid brokerage commissions of $5,909 from aggregate portfolio
transactions of $2,638,969 to brokers who provided research services.
As of April 30, 2000, the Fund owned securities issued by AG Edwards & Sons,
Inc. valued in the aggregate at $37,625. Except as noted, the Fund did not
own any securities issued by its regular broker-dealers as of the end of the
fiscal year.
Because the Fund may, from time to time, invest in broker-dealers, it is
possible that the Fund will own more than 5% of the voting securities of one
or more broker-dealers through whom the Fund places portfolio brokerage
transactions. In such circumstances, the broker-dealer would be considered an
affiliated person of the Fund. To the extent the Fund places brokerage
transactions through such a broker-dealer at a time when the broker-dealer is
considered to be an affiliate of the Fund, the Fund will be required to
adhere to certain rules relating to the payment of commissions to an
affiliated broker-dealer. These rules require the Fund to adhere to
procedures adopted by the board relating to ensuring that the commissions
paid to such broker-dealers do not exceed what would otherwise be the usual
and customary brokerage commissions for similar transactions.
DISTRIBUTIONS AND TAXES
Distributions are subject to approval by the board. The Fund does not pay
"interest" or guarantee any fixed rate of return on an investment in its
shares.
DISTRIBUTIONS OF NET INVESTMENT INCOME The Fund receives income generally in
the form of dividends and interest on its investments. This income, less
expenses incurred in the operation of the Fund, constitutes the Fund's net
investment income from which dividends may be paid to you. Any distributions
by the Fund from such income will be taxable to you as ordinary income,
whether you receive them in cash or in additional shares.
DISTRIBUTIONS OF CAPITAL GAIN The Fund may derive capital gain and loss in
connection with sales or other dispositions of its portfolio securities.
Distributions from net short-term capital gain will be taxable to you as
ordinary income. Distributions from net long-term capital gain will be
taxable to you as long-term capital gain, regardless of how long you have
held your shares in the Fund. Any net capital gain realized by the Fund
generally will be distributed once each year, and may be distributed more
frequently, if necessary, to reduce or eliminate excise or income taxes on
the Fund.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
capital gain dividends from the Fund's sale of securities held for more than
five years may be subject to a reduced rate of tax.
EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS Most foreign exchange gain
realized on the sale of debt securities is treated as ordinary income by the
Fund. Similarly, foreign exchange loss realized on the sale of debt
securities generally is treated as ordinary loss. This gain when distributed
will be taxable to you as ordinary income, and any loss will reduce the
Fund's ordinary income otherwise available for distribution to you. This
treatment could increase or decrease the Fund's ordinary income distributions
to you, and may cause some or all of the Fund's previously distributed income
to be classified as a return of capital.
The Fund may be subject to foreign withholding taxes on income from certain
foreign securities. This, in turn, could reduce ordinary income distributions
to you.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS The Fund will inform you
of the amount of your ordinary income and capital gain dividends at the time
they are paid, and will advise you of their tax status for federal income tax
purposes shortly after the close of each calendar year. If you have not held
Fund shares for a full year, the Fund may designate and distribute to you, as
ordinary income or capital gain, a percentage of income that is not equal to
the actual amount of such income earned during the period of your investment
in the Fund.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY The Fund has elected
to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code (Code). The Fund has qualified as a regulated
investment company for its most recent fiscal year, and intends to continue
to qualify during the current fiscal year. As a regulated investment company,
the Fund generally pays no federal income tax on the income and gains it
distributes to you. The board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it determines
such course of action to be beneficial to shareholders. In such case, the
Fund will be subject to federal, and possibly state, corporate taxes on its
taxable income and gain, and distributions to you will be taxed as ordinary
dividend income to the extent of the Fund's earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENTS To avoid federal excise taxes, the Code
requires the Fund to distribute to you by December 31 of each year, at a
minimum, the following amounts: 98% of its taxable ordinary income earned
during the calendar year; 98% of its capital gain net income earned during
the twelve-month period ending October 31; and 100% of any undistributed
amounts from the prior year. The Fund intends to declare and pay these
distributions in December (or to pay them in January, in which case you must
treat them as received in December) but can give no assurances that its
distributions will be sufficient to eliminate all taxes.
REDEMPTION OF FUND SHARES Redemptions (including redemptions in kind) and
exchanges of Fund shares are taxable transactions for federal and state
income tax purposes. If you redeem your Fund shares, or exchange your Fund
shares for shares of a different Franklin Templeton fund, the IRS will
require that you report any gain or loss on your redemption or exchange. If
you hold your shares as a capital asset, the gain or loss that you realize
will be capital gain or loss and will be long-term or short-term, generally
depending on how long you hold your shares.
Beginning in the year 2001 for shareholders in the 15% federal income tax
bracket (or in the year 2006 for shareholders in the 28% or higher bracket),
gain from the sale of Fund shares held for more than five years may be
subject to a reduced rate of tax.
Any loss incurred on the redemption or exchange of shares held for six months
or less will be treated as long-term capital loss to the extent of any
long-term capital gain distributed to you by the Fund on those shares. All or
a portion of any loss that you realize upon the redemption of your Fund
shares will be disallowed to the extent that you buy other shares in the Fund
(through reinvestment of dividends or otherwise) within 30 days before or
after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you buy.
DEFERRAL OF BASIS If you redeem some or all of your shares in the Fund, and
then reinvest the sales proceeds in the Fund or in another Franklin Templeton
fund within 90 days of buying the original shares, the sales charge that
would otherwise apply to your reinvestment may be reduced or eliminated. The
IRS will require you to report any gain or loss on the redemption of your
original shares in the Fund. In doing so, all or a portion of the sales
charge that you paid for your original shares in the Fund will be excluded
from your tax basis in the shares sold (for the purpose of determining gain
or loss upon the sale of such shares). The portion of the sales charge
excluded will equal the amount that the sales charge is reduced on your
reinvestment. Any portion of the sales charge excluded from your tax basis in
the shares sold will be added to the tax basis of the shares you acquire from
your reinvestment.
U.S. GOVERNMENT SECURITIES States grant tax-free status to dividends paid to
you from interest earned on certain U.S. government securities, subject in
some states to minimum investment or reporting requirements that must be met
by the Fund. Investments in Government National Mortgage Association or
Federal National Mortgage Association securities, bankers' acceptances,
commercial paper and repurchase agreements collateralized by U.S. government
securities generally do not qualify for tax-free treatment. The rules on
exclusion of this income are different for corporations.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS If you are a corporate
shareholder, you should note that 14.60% of the dividends paid by the Fund
for the most recent fiscal year qualified for the dividends-received
deduction. You may be allowed to deduct these qualified dividends, thereby
reducing the tax that you would otherwise be required to pay on these
dividends. The dividends-received deduction will be available only with
respect to dividends designated by the Fund as eligible for such treatment.
All dividends (including the deducted portion) must be included in your
alternative minimum taxable income calculation.
SHORT SALES AND INVESTMENT IN COMPLEX SECURITIES In general, entry into
constructive sale or short sale transactions may accelerate recognition of
income to the Fund (which, when distributed, will be taxable to shareholders)
or cause the Fund to realize short-term capital gain (which, when
distributed, will be taxable to shareholders as ordinary income).
The Fund may invest in complex securities that may be subject to numerous
special and complex tax rules. These rules could affect whether gain or loss
recognized by the Fund is treated as ordinary or capital, or as interest or
dividend income. These rules could also accelerate the recognition of income
to the Fund (possibly causing the Fund to sell securities to raise the cash
for necessary distributions) and/or defer the Fund's ability to recognize a
loss, and, in limited cases, subject the Fund to U.S. federal income tax on
income from certain foreign securities. These rules could therefore affect
the amount, timing or character of the income distributed to you by the Fund.
ORGANIZATION, VOTING RIGHTS AND PRINCIPAL HOLDERS
The Fund is a diversified series of Franklin Strategic Series (Trust), an
open-end management investment company, commonly called a mutual fund. The
Trust was organized as a Delaware business trust on January 25, 1991, and is
registered with the SEC.
Certain funds in Franklin Templeton Investments offer multiple classes of
shares. The different classes have proportionate interests in the same
portfolio of investment securities. They differ, however, primarily in their
sales charge structures and Rule 12b-1 plans. Because the Fund's sales charge
structure and Rule 12b-1 plan are similar to those of Class A shares, shares
of the Fund are considered Class A shares for redemption, exchange and other
purposes.
The Trust has noncumulative voting rights. For board member elections, 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 Trust does not intend to hold annual shareholder meetings. The Trust or a
series of the Trust may hold special meetings, however, for matters requiring
shareholder approval. A meeting may be called by the board to consider the
removal of a board member if requested in writing by shareholders holding at
least 10% of the outstanding shares. In certain circumstances, we are
required to help you communicate with other shareholders about the removal of
a board member. A special meeting also may be called by the board in its
discretion.
As of June 8, 2000, the principal shareholders of the Fund, beneficial or of
record, were:
NAME AND ADDRESS PERCENTAGE (%)
--------------------------------------------
Franklin Resources, Inc.
555 Airport Blvd.
Burlingame, CA 94010 6.38
FTC & Co.
Attn Datalynx 184
P.O. Box 173736 72.52
Denver, CO 80217-3736
Note: Charles B. Johnson and Rupert H. Johnson, Jr., who are officers and/or
trustees of the Trust, may be considered beneficial holders of the Fund
shares held by Franklin Resources, Inc. (Resources). As principal
shareholders of Resources, they may be able to control the voting of
Resources' shares of the Fund.
From time to time, the number of Fund shares held in the "street name"
accounts of various securities dealers for the benefit of their clients or in
centralized securities depositories may exceed 5% of the total shares
outstanding.
As of June 8, 2000, the officers and board members, as a group, owned of
record and beneficially less than 1% of the outstanding shares of the Fund.
The board members may own shares in other funds in Franklin Templeton
Investments.
BUYING AND SELLING SHARES
The Fund continuously offers its shares through securities dealers who have
an agreement with Franklin Templeton Distributors, Inc. (Distributors). A
securities dealer includes any 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. Banks and financial
institutions that sell shares of the Fund may be required by state law to
register as securities dealers.
For investors outside the U.S., the offering of Fund shares may be limited in
many jurisdictions. An investor who wishes to buy shares of the Fund should
determine, or have a broker-dealer determine, the applicable laws and
regulations of the relevant jurisdiction. Investors are responsible for
compliance with tax, currency exchange or other regulations applicable to
redemption and purchase transactions in any jurisdiction to which they may be
subject. Investors should consult appropriate tax and legal advisors to
obtain information on the rules applicable to these transactions.
All checks, drafts, wires and other payment mediums used to buy or sell
shares of the Fund must be denominated in U.S. dollars. We may, in our sole
discretion, either (a) reject any order to buy or sell shares denominated in
any other currency or (b) honor the transaction or make adjustments to your
account for the transaction as of a date and with a foreign currency exchange
factor determined by the drawee bank. We may deduct any applicable banking
charges imposed by the bank from your account.
When you buy shares, if you submit a check or a draft that is returned unpaid
to the Fund we may impose a $10 charge against your account for each returned
item.
If you buy shares through the reinvestment of dividends, the shares will be
purchased at the net asset value determined on the business day following the
dividend record date (sometimes known as the "ex-dividend date"). The
processing date for the reinvestment of dividends may vary and does not
affect the amount or value of the shares acquired.
INITIAL SALES CHARGES The maximum initial sales charge is 5.75%. The initial
sales charge may be reduced for certain large purchases, as described in the
prospectus. We offer several ways for you to combine your purchases in
Franklin Templeton funds to take advantage of the lower sales charges for
large purchases. Franklin Templeton funds include the U.S. registered mutual
funds in Franklin Templeton Investments except Franklin Templeton Variable
Insurance Products Trust and Templeton Capital Accumulator Fund, Inc.
CUMULATIVE QUANTITY DISCOUNT. For purposes of calculating the sales charge,
you may combine the amount of your current purchase with the cost or current
value, whichever is higher, of your existing shares in Franklin Templeton
funds. You also may combine the shares of your spouse, children under the age
of 21 or grandchildren under the age of 21. If you are the sole owner of a
company, you also may add any company accounts, including retirement plan
accounts. Companies with one or more retirement plans may add together the
total plan assets invested in Franklin Templeton funds to determine the sales
charge that applies.
LETTER OF INTENT (LOI). You may buy shares at a reduced sales charge by
completing the letter of intent section of your account 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. By completing the letter of intent section of the application, you
acknowledge and agree to the following:
o You authorize Distributors to reserve 5% of your total intended purchase
in shares registered in your name until you fulfill your LOI. Your periodic
statements will include the reserved shares in the total shares you own,
and we will pay or reinvest dividend and capital gain distributions on the
reserved shares according to the distribution option you have chosen.
o You give Distributors a security interest in the reserved shares and
appoint Distributors as attorney-in-fact.
o 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 LOI.
o Although you may exchange your shares, you may not sell reserved shares
until you complete the LOI or pay the higher sales charge.
After you file your LOI with the Fund, you may buy shares at the sales charge
applicable to the amount specified in your LOI. Sales charge reductions based
on purchases in more than one Franklin Templeton fund will be effective only
after notification to Distributors that the investment qualifies for a
discount. Any purchases you made within 90 days before you filed your LOI
also may qualify for a retroactive reduction in the sales charge. If you file
your LOI with the Fund before a change in the Fund's sales charge, you may
complete the LOI at the lower of the new sales charge or the sales charge in
effect when the LOI was filed.
Your holdings in Franklin Templeton funds acquired more than 90 days before
you filed your LOI will be counted towards the completion of the LOI, but
they will not be entitled to a retroactive reduction in the sales charge. Any
redemptions you make during the 13 month period, except in the case of
certain retirement plans, will be subtracted from the amount of the purchases
for purposes of determining whether the terms of the LOI have been completed.
If the terms of your LOI are met, the reserved shares will be deposited to an
account in your name or delivered to you or as you direct. If the amount of
your total purchases, less redemptions, is more than the amount specified in
your LOI and is an amount that would qualify for a further sales charge
reduction, a retroactive price adjustment will be made by Distributors and
the securities dealer through whom purchases were made. The price adjustment
will be made on purchases made within 90 days before and on those made after
you filed your LOI and will be applied towards the purchase of additional
shares at the offering price applicable to a single purchase or the dollar
amount of the total purchases.
If the amount of your total purchases, less redemptions, is less than the
amount specified in your LOI, the sales charge will be adjusted upward,
depending on the actual amount purchased (less redemptions) during the
period. You will need to send Distributors an amount equal to the difference
in the actual dollar amount of sales charge paid and the amount of sales
charge that would have applied to the total purchases if the total of the
purchases had been made at one time. Upon payment of this amount, the
reserved shares held for your account will be deposited to an account in your
name or delivered to you or as you direct. If within 20 days after written
request the difference in sales charge is not paid, we will redeem an
appropriate number of reserved shares to realize the difference. If you
redeem the total amount in your account before you fulfill your LOI, we will
deduct the additional sales charge due from the sale proceeds and forward the
balance to you.
For LOIs filed on behalf of certain retirement plans, the level and any
reduction in sales charge for these plans will be based on actual plan
participation and the projected investments in Franklin Templeton funds under
the LOI. These plans are not subject to the requirement to reserve 5% of the
total intended purchase or to the policy on upward adjustments in sales
charges described above, or to any penalty as a result of the early
termination of a plan, nor are these plans entitled to receive retroactive
adjustments in price for investments made before executing the LOI.
GROUP PURCHASES. If you are a member of a qualified group, you may buy shares
at a 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.
A qualified group is one that:
o Was formed at least six months ago,
o Has a purpose other than buying Fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
A qualified group generally does not include a 403(b) plan that only allows
salary deferral contributions.
WAIVERS FOR INVESTMENTS FROM CERTAIN PAYMENTS. Fund shares may be purchased
without an initial sales charge or contingent deferred sales charge (CDSC) by
investors who reinvest within 365 days:
o Dividend and capital gain distributions from any Franklin Templeton
fund. The distributions generally must be reinvested in the same share
class. Certain exceptions apply, however, to Advisor Class or Class Z
shareholders of a Franklin Templeton fund who may reinvest their
distributions in the Fund.
o Annuity payments received under either an annuity option or from death
benefit proceeds, if the annuity contract offers as an investment option
the Franklin Templeton Variable Insurance Products Trust. You should
contact your tax advisor for information on any tax consequences that may
apply.
o Redemption proceeds from a repurchase of shares of Franklin Floating
Rate Trust, if the shares were continuously held for at least 12 months.
If you immediately placed your redemption proceeds in a Franklin Bank CD or
a Franklin Templeton money fund, you may reinvest them as described above.
The proceeds must be reinvested within 365 days from the date the CD
matures, including any rollover, or the date you redeem your money fund
shares.
o Redemption proceeds from the sale of Class A shares of any of the
Templeton Global Strategy Funds if you are a qualified investor.
If you paid a CDSC when you redeemed your Class A shares from a Templeton
Global Strategy Fund, a new CDSC will apply to your purchase of Fund shares
and the CDSC holding period will begin again. We will, however, credit your
Fund account with additional shares based on the CDSC you previously paid
and the amount of the redemption proceeds that you reinvest.
If you immediately placed your redemption proceeds in a Franklin Templeton
money fund, you may reinvest them as described above. The proceeds must be
reinvested within 365 days from the date they are redeemed from the money
fund.
o Distributions from an existing retirement plan invested in Franklin
Templeton funds.
WAIVERS FOR CERTAIN INVESTORS. Fund shares also may be purchased without an
initial sales charge or CDSC by various individuals and institutions due to
anticipated economies in sales efforts and expenses, including:
o Trust companies and bank trust departments investing 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 may accept orders for these accounts 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.
o 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 Fund shares without paying
sales charges. 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.
o Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for clients
participating in comprehensive fee programs
o Qualified registered investment advisors who buy through a broker-dealer
or service agent who has entered into an agreement with Distributors
o Registered securities dealers and their affiliates, for their investment
accounts only
o Current employees of securities dealers and their affiliates and their
family members, as allowed by the internal policies of their employer
o Officers, trustees, directors and full-time employees of Franklin
Templeton Investments, and their family members, consistent with our
then-current policies
o Any investor who is currently a Class Z shareholder of Franklin Mutual
Series Fund Inc. (Mutual Series), or who is a former Mutual Series Class Z
shareholder who had an account in any Mutual Series fund on October 31,
1996, or who sold his or her shares of Mutual Series Class Z within the
past 365 days
o Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer
o Accounts managed by Franklin Templeton Investments
o Certain unit investment trusts and their holders reinvesting
distributions from the trusts
o Group annuity separate accounts offered to retirement plans
o Chilean retirement plans that meet the requirements described under
"Retirement plans" below
RETIREMENT PLANS. Retirement plans sponsored by an employer (i) with at least
100 employees, or (ii) with retirement plan assets of $1 million or more, or
(iii) that agrees to invest at least $500,000 in Franklin Templeton funds
over a 13 month period may buy shares without an initial sales charge.
Retirement plans that are not qualified retirement plans (employer sponsored
pension or profit-sharing plans that qualify under section 401 of the
Internal Revenue Code, including 401(k), money purchase pension, profit
sharing and defined benefit plans), SIMPLEs (savings incentive match plans
for employees) or SEPs (employer sponsored simplified employee pension plans
established under section 408(k) of the Internal Revenue Code) must also meet
the group purchase requirements described above to be able to buy shares
without an initial sales charge. We may enter into a special arrangement with
a securities dealer, based on criteria established by the Fund, to add
together certain small qualified retirement plan accounts for the purpose of
meeting these requirements.
For retirement plan accounts opened on or after May 1, 1997, a CDSC may apply
if the retirement plan is transferred out of Franklin Templeton funds or
terminated within 365 days of the retirement plan account's initial purchase
in Franklin Templeton funds.
SALES IN TAIWAN. Under agreements with certain banks in Taiwan, Republic of
China, the Fund's shares are available to these banks' trust accounts without
a sales charge. The banks may charge service fees to their customers who
participate in the trusts. A portion of these service fees may be paid to
Distributors or one of its affiliates to help defray expenses of maintaining
a service office in Taiwan, including expenses related to local literature
fulfillment and communication facilities.
The Fund's shares may be offered to investors in Taiwan through securities
advisory firms known locally as Securities Investment Consulting Enterprises.
In conformity with local business practices in Taiwan, shares may be offered
with the following schedule of sales charges:
Size of Purchase - U.S. Dollars Sales Charge (%)
------------------------------------------------------------
Under $30,000 3.0
$30,000 but less than $50,000 2.5
$50,000 but less than $100,000 2.0
$100,000 but less than $200,000 1.5
$200,000 but less than $400,000 1.0
$400,000 or more 0
DEALER COMPENSATION Securities dealers may at times receive the entire sales
charge. A securities dealer who receives 90% or more of the sales charge may
be deemed an underwriter under the Securities Act of 1933, as amended.
Financial institutions or their affiliated brokers may receive an agency
transaction fee in the percentages indicated in the dealer compensation table
in the Fund's prospectus.
Distributors may pay the following commissions, out of its own resources, to
securities dealers who initiate and are responsible for purchases of $1
million or more: 1% on sales of $1 million to $2 million, plus 0.80% on sales
over $2 million to $3 million, plus 0.50% on sales over $3 million to $50
million, plus 0.25% on sales over $50 million to $100 million, plus 0.15% on
sales over $100 million.
These breakpoints are reset every 12 months for purposes of additional
purchases.
Distributors or one of its affiliates may pay up to 1%, out of its own
resources, to securities dealers who initiate and are responsible for
purchases by certain retirement plans without an initial sales charge. These
payments may be made in the form of contingent advance payments, which may be
recovered from the securities dealer or set off against other payments due to
the dealer if shares are sold within 12 months of the calendar month of
purchase. Other conditions may apply. All terms and conditions may be imposed
by an agreement between Distributors, or one of its affiliates, and the
securities dealer.
In addition to the payments above, Distributors and/or its affiliates may
provide financial support to securities dealers that sell shares of Franklin
Templeton Investments. This support is based primarily on the amount of sales
of fund shares and/or total assets with Franklin Templeton Investments. The
amount of support may be affected by: total sales; net sales; levels of
redemptions; the proportion of a securities dealer's sales and marketing
efforts in Franklin Templeton Investments; a securities dealer's support of,
and participation in, Distributors' marketing programs; a securities dealer's
compensation programs for its registered representatives; and the extent of a
securities dealer's marketing programs relating to Franklin Templeton
Investments. Financial support to securities dealers may be made by payments
from Distributors' resources, from Distributors' retention of underwriting
concessions and, in the case of funds that have Rule 12b-1 plans, from
payments to Distributors under such plans. In addition, certain securities
dealers may receive brokerage commissions generated by fund portfolio
transactions in accordance with the rules of the National Association of
Securities Dealers, Inc.
Distributors routinely sponsors due diligence meetings for registered
representatives during which they receive updates on various Franklin
Templeton funds and are afforded the opportunity to speak with portfolio
managers. Invitation to these meetings is not conditioned on selling a
specific number of shares. Those who have shown an interest in Franklin
Templeton funds, however, are more likely to be considered. To the extent
permitted by their firm's policies and procedures, registered
representatives' expenses in attending these meetings may be covered by
Distributors.
CONTINGENT DEFERRED SALES CHARGE (CDSC) If you invest $1 million or more,
either as a lump sum or through our cumulative quantity discount or letter of
intent programs, a CDSC may apply on any shares you sell within 12 months of
purchase. The CDSC is 1% of the value of the shares sold or the net asset
value at the time of purchase, whichever is less.
Certain retirement plan accounts opened on or after May 1, 1997, and that
qualify to buy shares without an initial sales charge also may be subject to
a CDSC if the retirement plan is transferred out of Franklin Templeton funds
or terminated within 365 days of the account's initial purchase in Franklin
Templeton funds.
CDSC WAIVERS. The CDSC generally will be waived for:
o Account fees
o Sales of shares purchased without an initial sales charge by certain
retirement plan accounts if (i) the account was opened before May 1, 1997,
or (ii) the securities dealer of record received a payment from
Distributors of 0.25% or less, or (iii) Distributors did not make any
payment in connection with the purchase, or (iv) the securities dealer of
record has entered into a supplemental agreement with Distributors
o Redemptions by investors who purchased $1 million or more without an
initial sales charge if the securities dealer of record waived its
commission in connection with the purchase
o Redemptions by the Fund when an account falls below the minimum required
account size
o Redemptions following the death of the shareholder or beneficial owner
o Redemptions through a systematic withdrawal plan, up to 1% monthly, 3%
quarterly, 6% semiannually or 12% annually of your account's net asset
value depending on the frequency of your plan
o Redemptions by an employee benefit plan: (i) that is a customer of
Franklin Templeton Defined Contribution Services; and/or (ii) whose assets
are held by Franklin Templeton Bank & Trust as trustee or custodian
o Distributions from individual retirement accounts (IRAs) due to death or
disability or upon periodic distributions based on life expectancy
o Returns of excess contributions (and earnings, if applicable) from
retirement plan accounts
o Participant initiated distributions from employee benefit plans or
participant initiated exchanges among investment choices in employee
benefit plans
EXCHANGE PRIVILEGE If you request the exchange of the total value of your
account, declared but unpaid income dividends and capital gain distributions
will be reinvested in the Fund and exchanged into the new fund at net asset
value when paid. Backup withholding and information reporting may apply.
If a substantial number of shareholders should, within a short period, sell
their Fund shares under the exchange privilege, the Fund might have to sell
portfolio securities it might otherwise hold and incur the additional costs
related to such transactions. On the other hand, increased use of the
exchange privilege may result in periodic large inflows of money. If this
occurs, it is the Fund's general policy to initially invest this money in
short-term, interest-bearing money market instruments, unless it is believed
that attractive investment opportunities consistent with the Fund's
investment goal exist immediately. This money will then be withdrawn from the
short-term, interest-bearing money market instruments and invested in
portfolio securities in as orderly a manner as is possible when attractive
investment opportunities arise.
The proceeds from the sale of shares of an investment company generally are
not available until the seventh day following the sale. The funds you are
seeking to exchange into may delay issuing shares pursuant to an exchange
until that seventh day. The sale of Fund shares to complete an exchange will
be effected at net asset value at the close of business on the day the
request for exchange is received in proper form.
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. There are no service charges
for establishing or maintaining a systematic withdrawal plan.
Each month in which a payment is scheduled, we will redeem an equivalent
amount of shares in your account on the day of the month you have indicated
on your account application or, if no day is indicated, on the 20th day of
the month. If that day falls on a weekend or holiday, we will process the
redemption on the next business day. For plans set up before June 1, 2000, we
will continue to process redemptions on the 25th day of the month (or the
next business day) unless you instruct us to change the processing date.
Available processing dates currently are the 1st, 5th, 10th, 15th, 20th and
25th days of the month. When you sell your shares under a systematic
withdrawal plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, 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 also
may be subject to a CDSC.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust
the shares in your account if payments exceed distributions received from the
Fund. This is especially likely to occur if there is a market decline. If a
withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.
To discontinue a systematic withdrawal plan, change the amount and schedule
of withdrawal payments, or suspend one payment, we must receive instructions
from you at least three business days before a scheduled payment. The Fund
may discontinue a systematic withdrawal plan by notifying you in writing and
will discontinue a systematic withdrawal plan automatically if all shares in
your account are withdrawn or if the Fund receives notification of the
shareholder's death or incapacity.
REDEMPTIONS IN KIND The Fund has committed itself to pay in cash (by check)
all requests for redemption by any shareholder of record, limited in amount,
however, during any 90-day period to the lesser of $250,000 or 1% of the
value of the Fund's net assets at the beginning of the 90-day period. This
commitment is irrevocable without the prior approval of the U.S. Securities
and Exchange Commission (SEC). In the case of redemption requests in excess
of these amounts, the board reserves the right to make payments in whole or
in part in securities or other assets of the Fund, in case of an emergency,
or if the payment of such a redemption in cash would be detrimental to the
existing shareholders of the Fund. In these circumstances, the securities
distributed would be valued at the price used to compute the Fund's net
assets and you may incur brokerage fees in converting the securities to cash.
The Fund does not intend to redeem illiquid securities in kind. If this
happens, however, you may not be able to recover your investment in a timely
manner.
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 and to send the certificate and assignment form in separate
envelopes.
GENERAL INFORMATION If dividend checks are returned to the Fund marked
"unable to forward" by the postal service, we will consider this a request by
you to change your dividend option to reinvest all distributions. The
proceeds will be reinvested in additional shares at net asset value until we
receive new instructions.
Distribution or redemption checks sent to you do not earn interest or any
other income during the time the checks remain uncashed. Neither the Fund nor
its affiliates will be liable for any loss caused by your failure to cash
such checks. The Fund is not responsible for tracking down uncashed checks,
unless a check is returned as undeliverable.
In most cases, if mail is returned as undeliverable we are required to take
certain steps to try to find you free of charge. If these attempts are
unsuccessful, however, we may deduct the costs of any additional efforts to
find you from your account. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for its
location services.
Sending redemption proceeds by wire or electronic funds transfer (ACH) is a
special service that we make available whenever possible. By offering this
service to you, the Fund is not bound to meet any redemption request in less
than the seven day period prescribed by law. Neither the Fund nor its agents
shall be liable to you or any other person if, for any reason, a redemption
request by wire or ACH is not processed as described in the prospectus.
Franklin Templeton Investor Services, Inc. (Investor Services) may pay
certain financial institutions that maintain omnibus accounts with the Fund
on behalf of numerous beneficial owners for recordkeeping operations
performed with respect to such owners. For each beneficial owner in the
omnibus account, the Fund may reimburse Investor Services an amount not to
exceed the per account fee that the Fund normally pays Investor Services.
These financial institutions also may charge a fee for their services
directly to their clients.
There are special procedures for banks and other institutions that wish to
open multiple accounts. An institution may open a single master account by
filing one application form with the Fund, signed by personnel authorized to
act for the institution. Individual sub-accounts may be opened when the
master account is opened by listing them on the application, or by providing
instructions to the Fund at a later date. These sub-accounts may be
registered either by name or number. The Fund's investment minimums apply to
each sub-account. The Fund will send confirmation and account statements for
the sub-accounts to the institution.
If you buy or sell shares through your securities dealer, we use the net
asset value next calculated after your securities dealer receives your
request, which is promptly transmitted to the Fund. If you sell shares
through your securities dealer, it is your dealer's responsibility to
transmit the order to the Fund in a timely fashion. 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. Any loss to you resulting
from your dealer's failure to transmit your redemption order to the Fund in a
timely fashion must be settled between you and your securities dealer.
Certain shareholder servicing agents may be authorized to accept your
transaction request.
For institutional accounts, there may be additional methods of buying or
selling Fund shares than those described in this SAI or in the prospectus.
In the event of disputes involving multiple claims of ownership or authority
to control your account, the Fund has the right (but has no obligation) to:
(a) freeze the account and require the written agreement of all persons
deemed by the Fund to have a potential property interest in the account,
before executing instructions regarding the account; (b) interplead disputed
funds or accounts with a court of competent jurisdiction; or (c) surrender
ownership of all or a portion of the account to the IRS in response to a
notice of levy.
PRICING SHARES
When you buy shares, you pay the offering price. The offering price is the
net asset value (NAV) per share plus any applicable sales charge, calculated
to two decimal places using standard rounding criteria. When you sell shares,
you receive the NAV minus any applicable CDSC.
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.
The Fund calculates the NAV per share each business day at the close of
trading on the New York Stock Exchange (normally 1:00 p.m. Pacific time). The
Fund does not calculate the NAV on days the New York Stock Exchange (NYSE) is
closed for trading, which include New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
When determining its NAV, the Fund values cash and receivables at their
realizable amounts, and records interest as accrued and dividends on the
ex-dividend date. If market quotations are readily available for portfolio
securities listed on a securities exchange or on the Nasdaq National Market
System, the Fund values those securities at the last quoted sale price of the
day or, if there is no reported sale, within the range of the most recent
quoted bid and ask prices. The Fund values over-the-counter portfolio
securities within the range of the most recent quoted bid and ask prices. If
portfolio securities trade both in the over-the-counter market and on a stock
exchange, the Fund values them according to the broadest and most
representative market as determined by the manager.
The Fund determines the value of a foreign security as of the close of
trading on the foreign exchange on which the security is traded or as of the
close of trading on the NYSE, if that is earlier. The value is then converted
into its U.S. dollar equivalent at the foreign exchange rate in effect at
noon, New York time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the foreign security is
valued within the range of the most recent quoted bid and ask prices.
Occasionally events that affect the values of foreign securities and foreign
exchange rates may occur between the times at which they are determined and
the close of the exchange and will, therefore, not be reflected in the
computation of the NAV. If events materially affecting the values of these
foreign securities occur during this period, the securities will be valued in
accordance with procedures established by the board.
Generally, trading in U.S. government securities and money market instruments
is substantially completed each day at various times before the close of the
NYSE. The value of these securities used in computing the NAV is determined
as of such times. Occasionally, events affecting the values of these
securities may occur between the times at which they are determined and the
close of the NYSE that will not be reflected in the computation of the NAV.
If events materially affecting the values of these securities occur during
this period, the securities will be valued at their fair value as determined
in good faith by the board.
Other securities for which market quotations are readily available are valued
at the current market price, which may be obtained from a pricing service,
based on a variety of factors including recent trades, institutional size
trading in similar types of securities (considering yield, risk and maturity)
and/or developments related to specific issues. Securities and other assets
for which market prices are not readily available are valued at fair value as
determined following procedures approved by the board. With the approval of
the board, the Fund may use a pricing service, bank or securities dealer to
perform any of the above described functions.
THE UNDERWRITER
Franklin Templeton Distributors, Inc. (Distributors) acts as the principal
underwriter in the continuous public offering of the Fund's shares.
Distributors is located at 777 Mariners Island Blvd., San Mateo, CA 94404.
Distributors pays the expenses of the distribution of Fund shares, including
advertising expenses and the costs of printing sales material and
prospectuses used to offer shares to the public. The Fund pays the expenses
of preparing and printing amendments to its registration statements and
prospectuses (other than those necessitated by the activities of
Distributors) and of sending prospectuses to existing shareholders.
Distributors may be entitled to reimbursement under the Rule 12b-1 plan, as
discussed below.
DISTRIBUTION AND SERVICE (12B-1) FEES The board has adopted a plan pursuant
to Rule 12b-1. The plan is designed to benefit the Fund and its
shareholders. The plan is expected to, among other things, increase
advertising of the Fund, encourage sales of the Fund and service to its
shareholders, and increase or maintain assets of the Fund so that certain
fixed expenses may be spread over a broader asset base, resulting in lower
per share expense ratios. In addition, a positive cash flow into the Fund is
useful in managing the Fund because the manager has more flexibility in
taking advantage of new investment opportunities and handling shareholder
redemptions.
Under the plan, the Fund pays Distributors or others for the expenses of
activities that are primarily intended to sell shares of the Fund. These
expenses also may include service fees paid to securities dealers or others
who have executed a servicing agreement with the Fund, Distributors or its
affiliates and who provide service or account maintenance to shareholders
(service fees); the expenses of printing prospectuses and reports used for
sales purposes, and of preparing and distributing sales literature and
advertisements; and a prorated portion of Distributors' overhead expenses
related to these activities. Together, these expenses, including the service
fees, are "eligible expenses."
The Fund may pay up to 0.35% per year of the Fund's average daily net assets.
Of this amount, the Fund may pay up to 0.35% to Distributors or others, out
of which Distributors generally will retain 0.10% for distribution expenses.
The plan is a reimbursement plan. It allows the Fund to reimburse
Distributors for eligible expenses that Distributors has shown it has
incurred. The Fund will not reimburse more than the maximum amount allowed
under the plan.
In addition to the payments that Distributors or others are entitled to under
the plan, the plan also provides that to the extent the Fund, the manager or
Distributors or other parties on behalf of the Fund, the manager or
Distributors make payments that are deemed to be for the financing of any
activity primarily intended to result in the sale of Fund shares within the
context of Rule 12b-1 under the Investment Company Act of 1940, as amended,
then such payments shall be deemed to have been made pursuant to the plan.
To the extent fees are for distribution or marketing functions, as
distinguished from administrative servicing or agency transactions, certain
banks may not participate in the plan because of applicable federal law
prohibiting certain banks from engaging in the distribution of mutual fund
shares. These banks, however, are allowed to receive fees under the plan for
administrative servicing or for agency transactions.
Distributors must provide written reports to the board at least quarterly on
the amounts and purpose of any payment made under the plan and any related
agreements, and furnish the board with such other information as the board
may reasonably request to enable it to make an informed determination of
whether the plan should be continued.
The plan has been approved according to the provisions of Rule 12b-1. The
terms and provisions of the plan also are consistent with Rule 12b-1.
PERFORMANCE
Performance quotations are subject to SEC rules. These rules require the use
of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Fund be accompanied
by certain standardized performance information computed as required by the
SEC. Because the Fund is new, standardized performance information has not
been computed. Included, however, is non-standardized performance
information for the Fund for the period May 28, 1999, to April 30, 2000.
Also included is an explanation of the standardized methods of computing
performance mandated by the SEC and other methods that will be used by the
Fund to compute or express performance. Regardless of the method used, past
performance does not guarantee future results, and is an indication of the
return to shareholders only for the limited historical period used.
AVERAGE ANNUAL TOTAL RETURN Average annual total return is determined by
finding the average annual rates of return over the periods indicated below
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes the maximum initial sales charge is
deducted from the initial $1,000 purchase, and income dividends and capital
gain distributions are reinvested at net asset value. The quotation assumes
the account was completely redeemed at the end of each period and the
deduction of all applicable charges and fees. If a change is made to the
sales charge structure, historical performance information will be restated
to reflect the maximum initial sales charge currently in effect.
When considering the average annual total return quotations, you should keep
in mind that the maximum initial sales charge reflected in each quotation is
a one time fee charged on all direct purchases, which will have its greatest
impact during the early stages of your investment. This charge will affect
actual performance less the longer you retain your investment in the Fund.
The following SEC formula is used to calculate these figures:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of each period at the end of each period
CUMULATIVE TOTAL RETURN Like average annual total return, cumulative total
return assumes the maximum initial sales charge is deducted from the initial
$1,000 purchase, income dividends and capital gain distributions are
reinvested at net asset value, the account was completely redeemed at the end
of each period and the deduction of all applicable charges and fees.
Cumulative total return, however, is based on the actual return for a
specified period. The cumulative total return for the period May 28, 1999, to
April 30, 2000, was 58.83%.
VOLATILITY Occasionally statistics may be used to show the Fund's volatility
or risk. Measures of volatility or risk are generally used to compare the
Fund's net asset value or performance to a market index. One measure of
volatility is beta. Beta is the volatility of a fund relative to the total
market, as represented by an index considered representative of the types of
securities in which the fund invests. A beta of more than 1.00 indicates
volatility greater than the market and a beta of less than 1.00 indicates
volatility less than the market. Another measure of volatility or risk is
standard deviation. Standard deviation is used to measure variability of net
asset value or total return around an average over a specified period of
time. The idea is that greater volatility means greater risk undertaken in
achieving performance.
OTHER PERFORMANCE QUOTATIONS The Fund also may quote the performance of
shares without a sales charge. Sales literature and advertising may quote a
cumulative total return, average annual total return and other measures of
performance with the substitution of net asset value for the public offering
price.
Sales literature referring to the use of the Fund as a potential investment
for IRAs, business retirement plans, and other tax-advantaged retirement
plans may quote a total return based upon compounding of dividends on which
it is presumed no federal income tax applies.
The Fund may include in its advertising or sales material information
relating to investment goals and performance results of funds belonging to
Franklin Templeton Investments. Franklin Resources, Inc. is the parent
company of the advisors and underwriter of Franklin Templeton funds.
COMPARISONS To help you better evaluate how an investment in the Fund may
satisfy your investment goal, advertisements and other materials about the
Fund may discuss certain measures of Fund performance as reported by various
financial publications. Materials also may compare performance (as calculated
above) to performance as reported by other investments, indices, and
averages. These comparisons may include, but are not limited to, the
following examples:
o Dow Jones(R) Composite Average and its component averages - a
price-weighted average of 65 stocks that trade on the New York Stock
Exchange. The average is a combination of the Dow Jones Industrial Average
(30 blue-chip stocks that are generally leaders in their industry), the Dow
Jones Transportation Average (20 transportation stocks), and the Dow Jones
Utilities Average (15 utility stocks involved in the production of
electrical energy).
o Standard & Poor's(R) 500 Stock Index or its component indices - a
capitalization-weighted index designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500
stocks representing all major industries.
o The New York Stock Exchange composite or component indices - an
unmanaged index of all industrial, utilities, transportation, and finance
stocks listed on the NYSE.
o Wilshire 5000 Equity Index - represents the return on the market value
of all common equity securities for which daily pricing is available.
Comparisons of performance assume reinvestment of dividends.
o Lipper - Mutual Fund Performance Analysis and Lipper - Equity Fund
Performance Analysis - measure total return and average current yield for
the mutual fund industry and rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.
o CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of
return (average annual compounded growth rate) over specified time periods
for the mutual fund industry.
o Mutual Fund Source Book, published by Morningstar, Inc. - analyzes
price, yield, risk, and total return for mutual funds.
o Financial publications: The WALL STREET JOURNAL, and BUSINESS WEEK,
CHANGING TIMES, FINANCIAL WORLD, FORBES, FORTUNE, and MONEY magazines -
provide performance statistics over specified time periods.
o Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change, over time, in
the price of goods and services in major expenditure groups.
o Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates -
historical measure of yield, price, and total return for common and small
company stock, long-term government bonds, Treasury bills, and inflation.
o Savings and Loan Historical Interest Rates - as published in the U.S.
Savings & Loan League Fact Book.
o Historical data supplied by the research departments of CS First Boston
Corporation, the J.P. Morgan(R)companies, Salomon Smith Barney Inc., Merrill
Lynch, Lehman Brothers(R)and Bloomberg(R)L.P.
o Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect
Morningstar's assessment of the historical risk-adjusted performance of a
fund over specified time periods relative to other funds within its
category.
From time to time, advertisements or information for the Fund may include a
discussion of certain attributes or benefits to be derived from an investment
in the Fund. The advertisements or information may include symbols,
headlines, or other material that highlights or summarizes the information
discussed in more detail in the communication.
Advertisements or information also may compare the Fund's performance to the
return on certificates of deposit (CDs) or other investments. You should be
aware, however, that an investment in the Fund involves the risk of
fluctuation of principal value, a risk generally not present in an investment
in a CD issued by a bank. CDs are frequently insured by an agency of the U.S.
government. An investment in the Fund is not insured by any federal, state or
private entity.
In assessing comparisons of performance, you should keep in mind that the
composition of the investments in the reported indices and averages is not
identical to the Fund's portfolio, the indices and averages are generally
unmanaged, and the items included in the calculations of the averages may not
be identical to the formula used by the Fund to calculate its figures. In
addition, there can be no assurance that the Fund will continue its
performance as compared to these other averages.
MISCELLANEOUS INFORMATION
The Fund may help you achieve various investment goals such as accumulating
money for retirement, saving for a down payment on a home, college costs and
other long-term goals. The Franklin College Costs Planner may help you in
determining how much money must be invested on a monthly basis to have a
projected amount available in the future to fund a child's college education.
(Projected college cost estimates are based upon current costs published by
the College Board.) The Franklin Retirement Planning Guide leads you through
the steps to start a retirement savings program. Of course, an investment in
the Fund cannot guarantee that these goals will be met.
The Fund is a member of Franklin Templeton Investments, one of the largest
mutual fund organizations in the U.S., and may be considered in a program for
diversification of assets. Founded in 1947, Franklin is one of the oldest
mutual fund organizations and now services approximately 3 million
shareholder accounts. In 1992, Franklin, a leader in managing fixed-income
mutual funds and an innovator in creating domestic equity funds, joined
forces with Templeton, a pioneer in international investing. The Mutual
Series team, known for its value-driven approach to domestic equity
investing, became part of the organization four years later. Together,
Franklin Templeton Investments has over $229 billion in assets under
management for more than 5 million U.S. based mutual fund shareholder and
other accounts. Franklin Templeton Investments offers 108 U.S. based open-end
investment companies to the public. The Fund may identify itself by its
Nasdaq symbol or CUSIP number.
Currently, there are more mutual funds than there are stocks listed on the
New York Stock Exchange. While many of them have similar investment goals, no
two are exactly alike. Shares of the Fund are generally sold through
securities dealers, whose investment representatives are experienced
professionals who can offer advice on the type of investments suitable to
your unique goals and needs, as well as the risks associated with such
investments.
FRANKLIN STRATEGIC SERIES
FINANCIAL HIGHLIGHTS
FRANKLIN U.S. LONG SHORT FUND
Year Ended April 30,
-----------------------
2000 1999 a
-----------------------
Per share operating performance
(for a share outstanding throughout the year)
Net asset value, beginning of year $ 10.28 $ 10.00
-----------------------
Income from investment operations:
Net investment income/b .42 .05
Net realized and unrealized gains 6.80 .23
-----------------------
Total from investment operations 7.22 .28
-----------------------
Less distributions from:
Net investment income (.25) -
Net realized gains (.13) -
-----------------------
Total distributions (.38) -
-----------------------
Net asset value, end of year $ 17.12 $ 10.28
-----------------------
Total return/c 71.60% 2.80%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) $ 1,712 $ 1,028
Ratios to average net assets:
Expenses - -
Expenses excluding waiver and payments by affiliated 4.63% e -
Net investment income 3.33% 4.22% d
Portfolio turnover rate 234.43% 13.47%
a For the period March 15 (inception date) to April 30, 1999.
b Based on average shares outstanding effective year ended April 30, 2000.
c Total return does not reflect the contingent deferred sales charge, and is not
annualized for periods less than one year.
d Annualized
e For the period May 28, 1999 (effective date) to April 30, 2000.
See notes to financial statements.
FRANKLIN STRATEGIC SERIES
STATEMENT OF INVESTMENTS, APRIL 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
FRANKLIN U.S. LONG SHORT FUND SHARES VALUE
COMMON STOCKS 56.1%
a, e COMMERCIAL SERVICES 3.6%
Robert Half International Inc. 1,000 $ 61,125
a, e CONSUMER DURABLES 1.9%
SPX Corp. 300 32,963
a CONSUMER SERVICES 4.2%
ACTV Inc. 700 12,688
e AT&T Corp. - Liberty Media Group, A 600 29,963
e MediaOne Group Inc. 400 30,250
72,901
ELECTRONIC TECHNOLOGY 8.9%
a, e 3Com Corp. 250 9,859
a Copper Mountain Networks Inc. 400 33,350
e General Motors Corp., H 300 28,894
e Methode Electronics Inc., A 800 33,338
a Proxim Inc. 600 46,163
151,604
ENERGY MINERALS 10.5%
e Ashland Inc. 1,000 34,125
a Chesapeake Energy Corp. 8,000 30,000
e Conoco Inc., B 1,000 24,875
e Devon Energy Corp. 800 38,550
e USX-Marathon Group 1,000 23,313
e Valero Energy Corp. 1,000 29,000
179,863
e FINANCE 4.3%
A.G. Edwards Inc. 1,000 37,625
a LaBranche & Co. Inc. 3,000 35,813
73,438
a, e HEALTH SERVICES 1.0%
Triad Hospitals Inc. 1,000 17,188
INDUSTRIAL SERVICES 4.7%
a Global Marine Inc. 1,300 31,200
a, e Gulf Island Fabrication Inc. 2,000 30,250
e Transocean Sedco Forex Inc. 400 18,800
80,250
PROCESS INDUSTRIES 4.4%
e Abitibi-Consolidated Inc. (Canada) 2,000 21,750
a Packaging Corp. of America 3,000 35,625
e Union Carbide Corp. 300 17,700
75,075
a, e RETAIL TRADE 1.3%
Abercrombie & Fitch Co., A 2,100 23,100
a, e TECHNOLOGY SERVICES 1.3%
Cadence Design Systems Inc. 1,300 21,855
TELECOMMUNICATIONS 8.4%
AT&T Corp. 600 28,012
a, e Centennial Communications Corp., A 2,100 41,474
a, e Leap Wireless International Inc. 500 25,688
a, e Price Communications Corp. 1,000 20,249
e U.S. WEST Inc. 400 28,475
143,898
COMMON STOCKS (CONT.)
UTILITIES 1.6%
e GTE Corp. 400 $ 27,100
TOTAL LONG TERM INVESTMENTS (COST $859,482) 960,360
SHORT TERM INVESTMENTS 25.3%
b Franklin Institutional Fiduciary Trust Money Market Portfolio (COST $432,710) 432,710 432,710
TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $1,292,192) 1,393,070
PRINCIPAL
AMOUNT
c REPURCHASE AGREEMENT 3.4%
Joint Repurchase Agreement 5.7059%, 05/01/00 (Maturity Value $58,826) (COST $58,798) $ 58,798 58,798
Banc of America Securities LLC
Barclays Capital Inc.
Bear Stearns & Co. Inc.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corp.
Dresdner Kleinwort Benson, North America LLC
Lehman Brothers Inc.
Nesbitt Burns Securities Inc.
Paine Webber Inc.
Paribas Corp.
Societe Generale
Warburg Dillon Read LLC
Collateralized by U.S. Treasury Bills and Notes
TOTAL INVESTMENTS (COST $1,350,990) 84.8% 1,451,868
SECURITIES SOLD SHORT (49.4%) (845,213)
OTHER ASSETS, LESS LIABILITIES 64.6% 1,104,967
NET ASSETS 100.0% $ 1,711,622
d SECURITIES SOLD SHORT
ISSUER SHARES VALUE
COMMERCIAL SERVICES 5.4%
FreeMarkets Inc. 200 $ 14,438
iXL Enterprises Inc. 200 4,450
Lifeminders.com Inc. 700 31,063
Ogden Corp. 1,000 9,813
Profit Recovery Group International Inc. 1,700 29,856
Wink Communications Inc. 150 2,963
92,583
CONSUMER DURABLES 2.2%
Tupperware Corp. 2,000 37,750
CONSUMER SERVICES 4.5%
Hearst-Argyle Television Inc. 2,000 42,625
P.F. Chang's China Bistro Inc. 1,000 35,000
77,625
ELECTRONIC TECHNOLOGY 2.7%
Rockwell International Corp. 800 31,500
Zomax Inc. 300 14,194
45,694
FINANCE 1.1%
Friedman, Billings, Ramsey Group Inc., A 2,500 19,531
HEALTH TECHNOLOGY 1.4%
Abiomed, Inc. 400 14,850
Transkaryotic Therapies Inc. 300 8,981
23,831
SECURITIES SOLD SHORT (CONT.)
PRODUCER MANUFACTURING .3%
TurboChef Technologies Inc. 1,000 $ 4,313
RETAIL TRADE .9%
Tweeter Home Entertainment Group Inc. 400 14,750
TECHNOLOGY SERVICES 26.6%
Akamai Technologies Inc. 200 19,775
Baltimore Technologies PLC, ADR (United Kingdom) 300 31,800
Commerce One Inc. 1,000 61,063
GoTo.com Inc. 1,000 34,125
InfoSpace Inc. 500 35,906
Internet Capital Group Inc. 300 12,713
Interwoven Inc 300 20,775
Intraware Inc. 400 6,400
Kana Communications Inc. 750 31,922
PurchasePro.com Inc. 250 7,500
Red Hat Inc. 650 16,291
Terra Networks SA, ADR (Spain) 800 50,000
Vignette Corp. 1,500 72,280
Vsource Inc. 1,200 32,025
webMethods Inc. 250 22,500
455,075
TELECOMMUNICATIONS 3.1%
Globalstar Telecommunications Ltd. 2,500 29,373
NorthPoint Communications Group Inc. 1,500 24,188
53,561
TRANSPORTATION 1.2%
Celadon Group Inc. 1,000 20,500
TOTAL SECURITIES SOLD SHORT (PROCEEDS $1,096,153) $ 845,213
a Non-income producing.
b The Franklin Institutional Fiduciary Trust Money Market Portfolio is managed by Franklin Advisers, Inc.
c Investment is through participation in a joint account with other funds managed by the investment advisor.
At April 30, 2000, all repurchase agreements held by the Fund had been entered into on April 28, 2000.
d See Note 1(c) regarding securities sold short.
e See Note 1(c) regarding securities segregated with broker for securities sold short.
See notes to financial statements.
</TABLE>
FRANKLIN STRATEGIC SERIES
FRANKLIN U.S. LONG SHORT FUND
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Assets:
Investments in securities:
Cost $1,350,990
Value 1,451,868
Receivables:
Investment securities sold 132,714
Dividends 280
Affiliates 1,877
Deposits with brokers for securities sold short 1,031,909
Total assets 2,618,648
Liabilities:
Payables:
Investment securities purchased 61,813
Securities sold short, at value (proceeds $1,096,153) 845,213
Total liabilities 907,026
Net assets, at value $1,711,622
Net assets consist of:
Undistributed net investment income $ 22,109
Net unrealized appreciation 351,818
Accumulated net realized gain 337,695
Capital shares 1,000,000
Net assets, at value $1,711,622
CLASS A:
Net assets, at value $1,711,622
Shares outstanding 100,000
Net asset value per share* $ 17.12
Maximum offering price per share (net asset value per share -:- 94.25%) $ 18.16
* Redemption price is equal to net asset value less any applicable contingent
deferred sales charge.
See notes to financial statements.
FRANKLIN STRATEGIC SERIES
FRANKLIN U.S. LONG SHORT FUND
Financial Statements (CONTINUED)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 2000
Investment income:
Dividends $ 21,026
Interest 21,397
Total investment income 42,423
Expenses:
Management fees (Note 3) 11,099
Administrative fees (Note 3) 2,399
Reports to shareholders 1,765
Registration and filing fees 18,495
Professional fees (Note 3) 20,049
Dividends on securities sold short 1,607
Other 117
Total expenses 55,531
Expenses waived/paid by affiliate (Note 3) (55,531)
Net investment income 42,423
Realized and unrealized gains (losses):
Net realized gain (loss) from:
Investments 378,503
Foreign currency transactions 3
Securities sold short (32,756)
Net realized gain 345,750
Net unrealized appreciation on investments and securities sold short 334,069
Net realized and unrealized gain 679,819
Net increase in net assets resulting from operations $722,242
See notes to financial statements.
FRANKLIN STRATEGIC SERIES
FRANKLIN U.S. LONG SHORT FUND
Financial Statements (CONTINUED)
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED APRIL 30, 2000 AND 1999
2000 1999*
Increase in net assets:
Operations:
Net investment income $ 42,423 $ 5,263
Net realized gain from investments, securities sold short and foreign currency transactions 345,750 5,208
Net unrealized appreciation on investments and securities sold short 334,069 17,749
Net increase in net assets resulting from operations 722,242 28,220
Distributions to shareholders from:
Net investment income (25,580) -
Net realized gains (13,260) -
Total distributions to shareholders (38,840) -
Capital share transactions (Note 2 ) - 1,000,000
Net increase in net assets 683,402 1,028,220
Net assets
Beginning of year 1,028,220 -
End of year $ 1,711,622 $ 1,028,220
Undistributed net investment income included in net assets:
End of year $ 22,109 $ 5,263
*For the period March 15, 1999 (inception date) to April 30, 1999.
See notes to financial statements.
</TABLE>
FRANKLIN STRATEGIC SERIES
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Franklin Strategic Series (the Trust) is registered under the Investment
Company Act of 1940 as an open-ended investment company, consisting of twelve
separate series (the Funds). Franklin U.S. Long-Short Fund (the Fund) included
in this report is diversified. The Fund's investment objective is long-term
capital appreciation.
The following summarizes the Fund's significant accounting policies.
A. SECURITY VALUATION:
Securities listed or traded on a recognized national exchange or NASDAQ are
valued at the latest reported sales price. Over-the-counter securities and
listed securities for which no sale is reported are valued within the range
of the latest quoted bid and asked prices. Securities for which market
quotations are not readily available are valued at fair value as determined
by management in accordance with procedures established by the Board of
Trustees.
B. FOREIGN CURRENCY TRANSLATION:
Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars based on the exchange rate of
such currencies against U.S. dollars on the date of valuation. Purchases and
sales of securities and income items denominated in foreign currencies are
translated into U.S. dollars at the exchange rate in effect on the
transaction date.
The Fund does not separately report the effect of changes in foreign exchange
rates from changes in market prices on securities held. Such changes are
included in net realized and unrealized gain or loss from investments.
Realized foreign exchange gains or losses arise from sales of foreign
currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions and the difference between the
recorded amounts of dividends, interest, and foreign withholding taxes and
the U.S. dollar equivalent of the amounts actually received or paid. Net
unrealized foreign exchange gains and losses arise from changes in foreign
exchange rates on foreign denominated assets and liabilities other than
investments in securities held at the end of the reporting period.
C. SECURITIES SOLD SHORT:
The Fund is engaged in selling securities short, which obligates the Fund to
replace a borrowed security with the same security at the current market
value. The Fund would incur a loss, which could exceed the proceeds received,
if the price of the security increases between the date of the short sale and
the date on which the Fund replaces the borrowed security. The Fund would
realize a gain if the price of the security declines between those dates.
The Fund is required to establish a margin account with the broker lending
the security sold short. While the short sale is outstanding, the broker
retains the proceeds of the short sale and the Fund must maintain a deposit
for the broker consisting of cash and securities having a value equal to a
specified percentage of the value of the securities sold short.
D. INCOME TAXES:
No provision has been made for income taxes because the Fund's policy is to
qualify as a regulated investment company under the Internal Revenue Code and
to distribute substantially all of its taxable income.
E. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS:
Security transactions are accounted for on trade date. Realized gains and
losses on security transactions are determined on a specific identification
basis. Interest income and estimated expenses are accrued daily. Dividend
income, dividends declared on securities sold short and distributions to
shareholders are recorded on the ex-dividend date.
Common expenses incurred by the Trust are allocated among the Funds based on
the ratio of net assets of each Fund to the combined net assets. Other
expenses are charged to each Fund on a specific identification basis.
F. ACCOUNTING ESTIMATES:
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the amounts of income and expense during the
reporting period. Actual results could differ from those estimates.
FRANKLIN STRATEGIC SERIES
Notes to Financial Statements (CONTINUED)
2. SHARES OF BENEFICIAL INTEREST
At April 30, 2000, there were an unlimited number of shares authorized ($.01
par value). There were no transactions in the Fund's shares for the year
ended April 30, 2000.
FRANKLIN
U.S. LONG SHORT
FUND
-------------------
Shares Amount
-------------------
CLASS A SHARES:
Year ended April
30,1999*
Shares sold 100,000 $ 1,000,000
-------------------
Net increase 100,000 $ 1,000,000
-------------------
* For the period March 15, 1999 (inception date) to April 30, 1999.
3. TRANSACTIONS WITH AFFILIATES
Certain officers and trustees of the Trust are also officers and/or directors
of Franklin Advisers, Inc. (Advisers), Franklin/Templeton Distributors, Inc.
(Distributors), Franklin Templeton Services, Inc. (FT Services), and
Franklin/Templeton Investor Services, Inc. (Investor Services), the Fund's
investment manager, principal underwriter, administrative manager and
transfer agent, respectively.
The Fund pays an investment management fee to Advisers of 1.00% per year of
the average daily net assets of the Fund.
The Fund pays an administrative fee to FT Services of .20% per year of the
Fund's average daily net assets.
Advisers agreed in advance to waive administrative and management fees and to
assume payment of other expenses, as noted in the Statement of Operations.
At April 30, 2000, Franklin Resources Inc. owned 100% of the Fund.
Included in professional fees are legal fees of $8,038 that were paid to a
law firm in which a partner is an officer of the Fund.
4. INCOME TAXES
At April 30, 2000, the net unrealized appreciation based on the cost of
investments and short sales for income tax purposes of $272,625 was as
follows:
Unrealized
appreciation $ 491,533
Unrealized
depreciation (157,503)
--------
Net unrealized $334,030
appreciation --------
Net investment income differs for financial statement and tax purposes
primarily due to differing treatments of foreign currency transactions.
Net realized capital gains differ for financial statement and tax purposes
primarily due to differing treatments of wash sales and foreign currency
transactions.
5. INVESTMENT TRANSACTIONS
Purchases and sales of securities (excluding short-term securities and
securities sold short) for the year ended April 30, 2000, aggregated
$1,977,653 and $1,795,567, respectively.
FRANKLIN STRATEGIC SERIES
Independent Auditors' Report
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
FRANKLIN STRATEGIC SERIES
In our opinion, the accompanying statement of assets and liabilities,
including the statement of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the Franklin U.S.
Long Short Fund (the "Fund") (one of the funds constituting the Franklin
Strategic Series) at April 30, 2000, the results of its operations for the
year then ended, and the changes in its net assets and the financial highlights
for each of the periods presented, in conformity with accounting principles
generally accepted in the United States. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit, which included confirmation of securities at April
30, 2000 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
San Francisco, California
June 7, 2000
FRANKLIN STRATEGIC SERIES
Tax Designation
Under Section 854(b)(2) of the Internal Revenue Code, the Fund hereby
designates 14.60% of the ordinary income dividends as income qualifying for
the dividends received deduction for the fiscal year ended April 30, 2000.