FRANKLIN TEMPLETON JAPAN FUND
N-30D, 1995-05-26
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<PAGE>
 
FRANKLIN TEMPLETON
JAPAN FUND

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

Your Fund's Objective

The Franklin Templeton Japan Fund seeks long-term capital growth by investing
primarily in securities of companies domiciled in Japan and traded in Japanese
securities markets.

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

May 15, 1995

Dear Shareholder:

We are pleased to bring you the first annual report of the Franklin Templeton 
Japan Fund, which covers the period from the Fund's inception on July 28, 
1994, through March 31, 1995. Although this period proved to be quite 
challenging for Japanese equities, the Fund significantly outperformed the 
Nikkei 225 Index. The index reported a total return of -13.6%, while the 
Fund, as shown in the Performance Summary on page 4, delivered a total return 
of -0.19%.

In contrast to Wall Street's record-breaking gains, the Japanese stock market
slumped throughout this period, as Japan struggled to overcome a succession of
adverse events. The best-known was the devastating January 1995 earthquake in
Kobe, which negatively affected Japan's economy over the short term. The second
was the resurgence of the yen to post-war highs against the U.S. dollar, which
threatened to deal a serious blow to the earnings of Japanese exporters. Third,
opposition to the government's multi-billion yen plan to bail out two credit
cooperatives highlighted once again the seriousness of many Japanese financial
institutions' bad-debt problems. Finally, Barings PLC, one of Britain's most
respected merchant banks, collapsed on February 26 due to massive losses in
Nikkei futures trading. Due to the above factors, on March 22, the Nikkei Index
closed below 16,000 for the first time since August 1992. Additionally, a recent
report indicated that many Japanese life insurance companies, whose powerful
pool of money usually supports the stock market, have threatened to cease
investing until the Japanese government takes greater strides toward propelling
a questionable economy.

These events have caused some investors to lose confidence in investment 
strategies based on the recovery of Japanese corporate earnings. Others are 
concerned about 

                                                                               1
<PAGE>
 
the medium-term prospects for the Japanese economy and stock market, pointing
out drawbacks to Japanese management styles and possible declines in price to
earnings (P/E) ratios. However, there are clear signs that investment conditions
may be improving. For example, Japanese automobile sales rose 14% for the year
ended February 28, 1995, which indicates that consumption is still strong
despite the earthquake. Also, many Japanese business executives are pressing
ahead with significant cost-cutting programs even though there are signs of an
impending earnings recovery. This should translate into potential improvements
in corporate profitability over the medium term.

When choosing securities for the Fund's portfolio, we follow a value-oriented 
investment strategy that focuses on P/E  ratios, and have been investing 
slowly and cautiously as we seek to take advantage of weakness in the market. 
As a result of this strategy, on March 31, 1995, 57.5% of the Fund's total 
net assets were invested in equities, and 

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

                         FRANKLIN TEMPLETON JAPAN FUND
                        Portfolio Breakdown on 3/31/95
                           Based on Total Net Assets

                        [PIE CHART APPEARS HERE SHOWING
                       PORTFOLIO BREAKDOWN OF THE FUND]

<TABLE> 
<CAPTION> 

                        Description                Amount
                      ----------------             ------
                      <S>                          <C>                        
                      Chemicals                     2.2% 
                      Forest Products & Paper       2.1%
                      Consumer Goods                7.2%
                      Transportation                7.4%
                      Capital Equipment            21.8%
                      Finance                       7.7%
                      Multi-Industry                2.6%
                      Other                         6.5%
                      Short-Term Obligations &
                       Other Net Assets            42.5%

</TABLE> 

the remaining 42.5% in short-term obligations and other assets. Recent stock
purchases include Sony Corp., a major manufacturer of electronic components;
Daicel Chemical Industries Ltd., a bulk chemical producer; and Daiei Inc., a
discount retailer in the Kanto area.

2
<PAGE>
 
Looking forward, we believe the climate for value investing in Japan is 
encouraging. Economic growth appears to be gaining momentum, which could 
continue into 1997 and result in rising corporate profits and a stronger 
stock market. Although we cannot predict what the future holds for the 
Japanese government or the currency markets, we intend to continue focusing 
on long-term value, regardless of short-term fluctuations. Of course, there 
are special risks involved with investing in a single foreign country, 
including increased susceptibility to currency fluctuations, market 
volatility, and economic, social, and political uncertainty. These risks are 
further discussed in the Fund's prospectus.

We appreciate your continued support and welcome any comments or suggestions 
you may have.

Sincerely,

/s/ William T. Howard, Jr.

William T. Howard, Jr., CFA
Portfolio Manager
Franklin Templeton Japan Fund

- --------------------------------------------------------------------------------
FRANKLIN TEMPLETON
JAPAN FUND

<TABLE> 
<CAPTION> 
Top 10 Holdings on 3/31/95
Based on Total Net Assets
                                                                   % of Total
Company, Industry                                                  Net Assets
- --------------------------------------------------------------------------------
<S>                                                                <C> 
Chudenko Corp., Industrial Components                                 2.9%
- --------------------------------------------------------------------------------
Fuji Heavy Industries Ltd., Industrial 
Components                                                            2.9%
- --------------------------------------------------------------------------------
National House Industrial Co. Ltd., 
Construction & Housing                                                2.7%
- --------------------------------------------------------------------------------
Shinko Electric Industries Co. Ltd.,
Industrial Components                                                 2.6%
- --------------------------------------------------------------------------------
Mitsubishi Oil Co. Ltd., Multi-Industry                               2.6%
- --------------------------------------------------------------------------------
Maeda Corp., Construction & Housing                                   2.4%
- --------------------------------------------------------------------------------
Tokio Marine & Fire Insurance Co. Ltd., 
Insurance                                                             2.4%
- --------------------------------------------------------------------------------
Daicel Chemical Industries Ltd., Chemicals                            2.3%
- --------------------------------------------------------------------------------
Iino Kaiun Kaisha Ltd., Transportation                                2.2%
- --------------------------------------------------------------------------------
Tokyo Style Co. Ltd., Textiles & Apparel                              2.2%
- --------------------------------------------------------------------------------
</TABLE> 

For a complete list of portfolio holdings, please see page 6 of this report.

- --------------------------------------------------------------------------------
Although Sir John Templeton has not been involved in investment management of
the Templeton funds since October 1992, we were saddened by his recent decision
to step down as Chairman and Director of the U.S. registered Templeton funds.
The independent directors have nominated John Wm. Galbraith, former vice
chairman of Templeton, Galbraith & Hansberger, Ltd. to succeed him. The
investment manager will continue to use the investment philosophies and
principles established by Sir John.
- --------------------------------------------------------------------------------

                                                                               3
<PAGE>
 
PERFORMANCE SUMMARY

The Franklin Templeton Japan Fund reported a total return of -0.19% for the
period from its inception on July 28, 1994, through March 31, 1995. Total return
measures the change in value of an investment, assuming reinvestment of
dividends, and does not include the maximum initial sales charge.

During the reporting period, shareholders received 5 cents ($0.05) per share in
dividend income. The Fund's share price, as measured by net asset value,
decreased from $10.00 on July 28, 1994 to $9.93 on March 31, 1995. Of course,
past performance is not indicative of future results, and distributions will
vary depending on income earned by the Fund.

The graph to the right compares the Fund's performance since inception, with the
performance of the unmanaged Nikkei 225 Index. Please remember that the Fund's
performance differs from that of the index because the index does not contain
cash (the Fund generally carries a certain percentage of cash at any given time)
and includes no sales charges or management expenses. Of course, one cannot
invest directly in an index.

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

                         FRANKLIN TEMPLETON JAPAN FUND
                         Total Return Index Comparison
                     $10,000 Investment (7/28/94-3/31/95)

[GRAPH APPEARS HERE SHOWING COMPARSION BETWEEN FRANKLIN TEMPLETON JAPAN FUND AND
NIKKEI 225 INDEX]

<TABLE> 
<CAPTION> 
                                     7/94          3/95
<S>                                 <C>           <C> 
Franklin Templeton Japan Fund*      $ 9,500       $9,407
Nikkei 225 Index                    $10,000       $9,100 

</TABLE> 

*Includes all sales charges and represents the change in value of an
investment over the period shown. Total return assumes reinvestment of dividends
and capital gains. Past performance is not indicative of future results.

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

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

FRANKLIN TEMPLETON JAPAN FUND
Period ended 3/31/95

<TABLE> 
<CAPTION>  
                                                                        Since
                                                                      Inception
                                                                      (07/28/94)
<S>                                                                   <C>  
Cumulative Total                                           
Return*                                                                 -0.19%

Aggregate Total                                            
Return**                                                                -5.93%
</TABLE> 

*Cumulative total return represents the change in value of an investment over
the specified periods. It does not include the maximum 5.75% initial sales
charge.

**Aggregate total return represents the change in value of an investment over
the specified periods. It includes the maximum 5.75% initial sales charge. Since
the Fund has been in existence for less than one year, average annual total
returns are not provided.

All total return calculations assume reinvestment of dividends. Past expense
limitations increased the Fund's total returns. Investment return and principal
value will fluctuate with market conditions, currencies, and Japan's economic
and political climate, so that your shares, when redeemed, may be worth more or
less than their initial cost. Past performance is not indicative of future
results.

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

4
<PAGE>
 
Franklin Templeton Japan Fund
Financial Highlights
 
- --------------------------------------------------------------------------------
 
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the period)
 
<TABLE>
<CAPTION>
                                                            JULY 28, 1994
                                                            (COMMENCEMENT
                                                          OF OPERATIONS) TO
                                                           MARCH 31, 1995
                                                          -----------------
<S>                                                       <C>
Net asset value, beginning of period                          $  10.00
                                                              --------
Income from investment operations:
 Net investment income                                             .10
 Net realized and unrealized loss                                 (.12)
                                                              --------
Total from investment operations                                  (.02)
Distributions to shareholders from net investment income          (.05)
                                                              --------
Change in net asset value                                         (.07)
                                                              --------
Net asset value, end of period                                $   9.93
                                                              ========
TOTAL RETURN *                                                 (0.19)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)                               $  1,444
Ratio of expenses to average net assets                         12.05%**
Ratio of expenses, net of reimbursement, to average net
 assets                                                          1.25%**
Ratio of net investment income to average net assets             1.92%**
</TABLE>
 
 *TOTAL RETURN DOES NOT REFLECT SALES COMMISSIONS. NOT ANNUALIZED.
**ANNUALIZED.
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               5
<PAGE>
 
Franklin Templeton Japan Fund
Investment Portfolio, March 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 INDUSTRY ISSUE                                    COUNTRY SHARES   VALUE
- ----------------------------------------------------------------------------
 <C>      <S>                                      <C>     <C>    <C>
 COMMON STOCKS: 57.5%
- ----------------------------------------------------------------------------
 Appliances & Household Durables: 2.1%
          Sony Corp.                                Jpn.      600 $   30,069
- ----------------------------------------------------------------------------
 Banking: 3.5%
          Akita Bank Ltd.                           Jpn.    3,150     25,004
          Hachijuni Bank Ltd.                       Jpn.    2,000     24,885
                                                                  ----------
                                                                      49,889
- ----------------------------------------------------------------------------
 Chemicals: 2.2%
          Daicel Chemical Industries Ltd.           Jpn.    6,000     32,488
- ----------------------------------------------------------------------------
 Construction & Housing: 7.2%
          Maeda Corp.                               Jpn.    3,000     34,251
          National House Industrial Co. Ltd.        Jpn.    2,000     39,171
          Toda Corp.                                Jpn.    3,000     30,726
                                                                  ----------
                                                                     104,148
- ----------------------------------------------------------------------------
 Electrical & Electronics: 1.4%
          Hitachi Ltd.                              Jpn.    2,000     20,737
- ----------------------------------------------------------------------------
 Financial Services: 1.8%
          Yamaichi Securities Co. Ltd.              Jpn.    4,000     26,498
- ----------------------------------------------------------------------------
 Forest Products & Paper: 2.1%
          Rengo Co. Ltd.                            Jpn.    4,000     30,230
- ----------------------------------------------------------------------------
 Industrial Components: 13.2%
          Chudenko Corp.                            Jpn.    1,050     41,734
          *Fuji Heavy Industries Ltd.               Jpn.   10,000     41,475
          Mitsubishi Heavy Industries Ltd.          Jpn.    4,000     28,710
          Sanyo Electric Co. Ltd.                   Jpn.    4,000     23,041
          Shinko Electric Industries Co. Ltd.       Jpn.    2,000     38,249
          Toyo Engineering Corp.                    Jpn.    3,000     17,834
                                                                  ----------
                                                                     191,043
- ----------------------------------------------------------------------------
 Insurance: 2.4%
          Tokio Marine & Fire Insurance Co. Ltd.    Jpn.    3,000     34,044
- ----------------------------------------------------------------------------
 Merchandising: 1.7%
          Daiei Inc.                                Jpn.    2,000     23,963
- ----------------------------------------------------------------------------
 Metals & Mining: 1.3%
          Nittetsu Mining Co. Ltd.                  Jpn.    2,000     19,401
- ----------------------------------------------------------------------------
</TABLE>
 
6
<PAGE>
 
Franklin Templeton Japan Fund
Investment Portfolio, March 31, 1995 (cont.)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 INDUSTRY ISSUE                           COUNTRY     SHARES       VALUE
- ---------------------------------------------------------------------------
 <C>      <S>                             <C>     <C>            <C>
 COMMON STOCKS (CONT.)
- ---------------------------------------------------------------------------
 Multi-Industry: 2.6%
          Mitsubishi Oil Co. Ltd.          Jpn.         4,000    $   36,866
- ---------------------------------------------------------------------------
 Recreation, Other Consumer Goods: 1.6%
          Nintendo Co. Ltd.                Jpn.           400        23,733
- ---------------------------------------------------------------------------
 Telecommunications: 1.8%
          Nippon Telegraph & Telephone
          Corp.                            Jpn.             3        25,853
- ---------------------------------------------------------------------------
 Textiles & Apparel: 3.5%
          Nisshinbo Industries Inc.        Jpn.         2,000        18,387
          Tokyo Style Co. Ltd.             Jpn.         2,000        32,028
                                                                 ----------
                                                                     50,415
- ---------------------------------------------------------------------------
 Transportation: 7.4%
          East Japan Railway               Jpn.             5        24,482
          Iino Kaiun Kaisha Ltd.           Jpn.         5,000        32,373
          Kyoei Tanker Co. Ltd.            Jpn.         5,000        19,528
          Nissin Corp.                     Jpn.         6,000        30,622
                                                                 ----------
                                                                    107,005
- ---------------------------------------------------------------------------
 Wholesale & International Trade: 1.7%
          Mitsubishi Corp.                 Jpn.         2,000        24,194
                                                                 ----------
 TOTAL COMMON STOCKS (cost $829,138)                                830,576
- ---------------------------------------------------------------------------
<CAPTION>
                                                   PRINCIPAL IN
                                                  LOCAL CURRENCY
- ---------------------------------------------------------------------------
 <C>      <S>                             <C>     <C>            <C>
 SHORT TERM OBLIGATIONS: 35.5% (cost
  $512,315)
- ---------------------------------------------------------------------------
          U.S. Treasury Bills, 5.40% to
           5.68% with
           maturities to 5/25/95           U.S.      $515,000       512,531
- ---------------------------------------------------------------------------
 TOTAL INVESTMENTS: 93.0% (cost
  $1,341,453)                                                     1,343,107
 OTHER ASSETS, LESS LIABILITIES: 7.0%                               100,408
                                                                 ----------
 TOTAL NET ASSETS: 100.0%                                        $1,443,515
                                                                 ==========
</TABLE>
 
* NON-INCOME PRODUCING.
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               7
<PAGE>
 
Franklin Templeton Japan Fund
Financial Statements
 
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1995
 
 
 
<TABLE>
<S>                                                               <C>
Assets:
 Investments in securities, at value (identified cost $1,341,453) $1,343,107
 Cash                                                                  4,301
 Receivables:
  Fund shares sold                                                    29,403
  Administrative fee reimbursement                                    30,742
  Dividends and interest                                               3,156
 Unamortized organization costs                                       99,213
                                                                  ----------
   Total assets                                                    1,509,922
                                                                  ----------
Liabilities:
 Payables:
  Investment securities purchased                                     34,786
  Fund shares redeemed                                                 9,548
 Accrued expenses                                                     22,073
                                                                  ----------
   Total liabilities                                                  66,407
                                                                  ----------
Net assets, at value                                              $1,443,515
                                                                  ==========
Net assets consists of:
 Undistributed net investment income                              $    7,426
 Net unrealized appreciation                                           1,654
 Accumulated net realized loss                                        (3,200)
 Net capital paid in on shares of
  beneficial interest                                              1,437,635
                                                                  ----------
Net assets, at value                                              $1,443,515
                                                                  ==========
Shares outstanding                                                   145,366
                                                                  ==========
Net asset value per share ($1,443,515 / 145,366)                  $     9.93
                                                                  ==========
Maximum offering price
 ($9.93 / 94.25%)                                                 $    10.54
                                                                  ==========
</TABLE>
 
STATEMENT OF OPERATIONS
for the period July 28, 1994
(commencement of operations) to March 31, 1995
 
<TABLE>
<S>                                   <C>       <C>
Investment income: (net of $651
 foreign taxes withheld)
 Dividends                            $  3,687
 Interest                               16,368
                                      --------
  Total income                                  $20,055
Expenses:
 Management fees (Note 3)                4,738
 Administrative fees (Note 3)              941
 Distribution fees (Note 3)              2,221
 Transfer agent fees (Note 3)              500
 Custodian fees                          1,500
 Reports to shareholders                24,050
 Audit fees                              5,500
 Legal fees                              8,712
 Registration and filing fees            2,600
 Trustees' fees and expenses             7,500
 Amortization of organization costs     17,001
 Other                                     941
                                      --------
  Total expenses                        76,204
 Less expenses reimbursed (Note 3)     (68,316)
                                      --------
  Total expenses less reimbursement               7,888
                                                -------
   Net investment income                         12,167
Realized and unrealized loss:
 Net realized loss on:
  Investments                              (18)
  Foreign currency transactions         (3,182)
                                      --------
                                        (3,200)
 Net unrealized appreciation
  on investments                         1,654
                                      --------
  Net realized and unrealized loss               (1,546)
                                                -------
Net increase in net assets resulting
 from operations                                $10,621
                                                =======
</TABLE>
 
                  SEE NOTES TO FINANCIAL STATEMENTS.

8
<PAGE>
 
Franklin Templeton Japan Fund
Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                           JULY 28, 1994
                                                          (COMMENCEMENT OF
                                                           OPERATIONS) TO
                                                           MARCH 31, 1995
                                                          ----------------
<S>                                                       <C>
Increase (decrease) in net assets:
 Operations:
  Net investment income                                      $   12,167
  Net realized loss from security and foreign currency
   transactions                                                  (3,200)
  Net unrealized appreciation                                     1,654
                                                             ----------
   Net increase in net assets resulting from operations          10,621
 Distributions to shareholders from net investment income        (4,741)
 Fund share transactions (Note 2)                               937,635
                                                             ----------
   Net increase in net assets                                   943,515
Net assets:
 Beginning of period                                            500,000
                                                             ----------
 End of period                                               $1,443,515
                                                             ==========
</TABLE>
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               9
<PAGE>
 
Franklin Templeton Japan Fund
Notes to Financial Statements
 
- --------------------------------------------------------------------------------
 
1. SUMMARY OF ACCOUNTING POLICIES
 
Franklin Templeton Japan Fund (the Fund) is an open-end, diversified management
investment company registered under the Investment Company Act of 1940. The
Fund was organized as a Delaware business trust on October 29, 1993 and com-
menced operations on July 28, 1994. The following summarizes the Fund's signif-
icant accounting policies.
 
A. Securities Valuations:
 
Securities listed or traded on a recognized national or foreign stock exchange
or NASDAQ are valued at the last reported sales prices on the principal ex-
change on which the securities are traded. Over-the-counter securities and
listed securities for which no sale is reported are valued at the mean between
the last current bid and asked prices. Securities for which market quotations
are not readily available are valued at fair value as determined by management
and approved in good faith by the Board of Trustees.
 
B. Foreign Currency Translations:
 
Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars based on the rate of exchange of
such currencies against U.S. dollars on the date of valuation. Purchases and
sales of portfolio securities and income items denominated in foreign curren-
cies are translated into U.S. dollar amounts on the respective dates of such
transactions. When the Fund purchases or sells foreign securities it customar-
ily enters into foreign exchange contracts to minimize foreign exchange risk
between the trade date and the settlement date of such transactions.
 
The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or losses arise from sales of for-
eign currencies, currency gains or losses realized between the trade and set-
tlement dates on securities transactions, the differences between the amounts
of dividends, interest, and foreign withholding taxes recorded on the Fund's
books, and the U.S. dollar equivalent of the amounts actually received or paid.
Net unrealized foreign exchange gains and losses arise from changes in the
value of assets and liabilities other than investments in securities at the end
of the fiscal period, resulting from changes in the exchange rates.
 
C. Income Taxes:
 
It is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of its
taxable income to its shareholders. Therefore, no provision has been made for
income taxes.
 
D. Security Transactions, Investment Income, Distributions and Expenses:
 
Security transactions are accounted for on a trade date basis. Dividend income
is recorded on the ex-dividend date. Certain dividend income from foreign secu-
rities is recorded as soon as information is available to the Fund. Interest
income and estimated expenses are accrued daily. Distributions to shareholders,
which are determined in accordance with income tax regulations, are recorded on
the ex-dividend date.
 
E. Unamortized Organization Costs:
 
Organization costs are being amortized on a straight line basis over a five
year period.
 
10
<PAGE>
 
Franklin Templeton Japan Fund
Notes to Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
 
 
2. TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
 
At March 31, 1995, there were an unlimited number of shares of beneficial in-
terest authorized ($0.01 par value). Transactions in the Fund's shares were as
follows:
 
<TABLE>
<CAPTION>
                                        PERIOD FROM JULY 28, 1994
                                       (COMMENCEMENT OF OPERATIONS)
                                            TO MARCH 31, 1995
                                       -----------------------------
                                          SHARES         AMOUNT
                                       -----------------------------
     <S>                               <C>           <C>
     Shares sold                            132,082  $     1,297,159
     Shares issued on reinvestment of
      distributions                             296            2,875
     Shares redeemed                        (37,012)        (362,399)
                                       ------------  ---------------
     Net increase                            95,366  $       937,635
                                       ============  ===============
</TABLE>
 
Templeton Global Investors, Inc., the Funds administrative manager, is record
owner of 50,257 shares as of March 31, 1995.
 
3. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 
Certain officers of the Fund are also directors or officers of Templeton In-
vestment Counsel, Inc. (TICI), and Templeton Global Investors, Inc. (TGII),
Franklin Templeton Distributors, Inc. (FTD), and Franklin Templeton Investor
Services, Inc. (FTIS), the Fund's investment manager, administrative manager,
principal underwriter, and transfer agent, respectively. The Fund pays monthly
an investment management fee to TICI equal, on an annual basis, to 0.75% of the
average daily net assets of the Fund. The Fund pays TGII monthly an administra-
tive fee of 0.15% per annum on the first $200 million of the Fund's average
daily net assets, 0.135% of the next $500 million, 0.10% of the next $500 mil-
lion, and 0.075% per annum of such average net assets in excess of $1.2 bil-
lion. TGII has voluntarily agreed to limit expenses (excluding interest, taxes
brokerage commissions and extraordinary expenses) of the Fund to an annual rate
of 1.25% of the Fund's average daily net assets. Effective April 15, 1995, TGII
has agreed to limit these expenses to 2.00% of the Fund's average daily net as-
sets. The amount of reimbursement for the period ended March 31, 1995 is set
forth in the Statement of Operations. For the period ended March 31, 1995, FTD
received net commissions of $5,220 from the sale of Fund's shares and FTIS re-
ceived fees of $500.
 
Pursuant to a distribution plan, the Fund reimburses FTD monthly (subject to a
limit of 0.35% per annum of the Fund's average daily net assets) for FTD's cost
and expenses in connection with any activity that is primarily intended to re-
sult in sales of Fund shares. Such distribution fees are set forth in the
Statement of Operations.
 
An officer of the Fund is a partner of Dechert Price & Rhoads, legal counsel
for the Fund, which firm received fees of $8,712 for the year ended March 31,
1995.
 
4. PURCHASES AND SALES OF SECURITIES
 
Purchases and sales of securities (excluding short-term securities) for the pe-
riod ended March 31, 1995 aggregated $829,138 and $0, respectively. The cost of
securities for federal income tax purposes is the same as that shown in the in-
vestment portfolio. Realized gains and losses are reported on an identified
cost basis.
 
At March 31, 1995, the aggregate gross unrealized appreciation and depreciation
of portfolio securities, based on cost for federal income taxes purposes, was
as follows:
 
<TABLE>
     <S>                          <C>
     Unrealized appreciation      $ 30,713
     Unrealized depreciation       (29,059)
                                  --------
     Net unrealized appreciation  $  1,654
                                  ========
</TABLE>
 
                                                                              11
<PAGE>
 
Franklin Templeton Japan Fund
Independent Auditor's Report
 
- --------------------------------------------------------------------------------
 
The Board of Trustees and Shareholders
Franklin Templeton Japan Fund
 
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of Franklin Templeton Japan Fund as of March 31,
1995, and the related statement of operations, the statement of changes in net
assets and the financial highlights for the period from July 28, 1994 (com-
mencement of operations) to March 31, 1995. These financial statements and fi-
nancial highlights are the responsibility of the Fund's management. Our respon-
sibility is to express an opinion on these financial statements and financial
highlights based on our audit.
 
We conducted our audit in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial high-
lights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1995, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audit provides a reasonable basis for our opin-
ion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Franklin Templeton Japan Fund as of March 31, 1995, the results of its opera-
tions, the changes in its net assets and the financial highlights for the pe-
riod indicated, in conformity with generally accepted accounting principles.
 
                                                     /s/ McGladrey & Pullen, LLP
 
New York, New York
April 28, 1995
 
12
<PAGE>
 
 




                                     NOTES
                                     -----

<PAGE>
 
 




                                     NOTES
                                     -----

<PAGE>
 
The Franklin Templeton Group
 
- --------------------------------------------------------------------------------
Literature Request -- Call today for a free descriptive brochure and prospectus
on any of the funds listed below. The prospectus contains more complete
information, including fees, charges and expenses, and should be read carefully
before investing or sending money.

TEMPLETON                Massachusetts***        German Government Bond Fund
FUNDS                    Michigan***             Global Government Income Fund
                         Minnesota***            Investment Grade Income Fund
American Trust           Missouri                U.S. Government Securities Fund
American Government      New Jersey
Securities Fund          New York*               FRANKLIN FUNDS SEEKING HIGH
Developing Markets       North Carolina          CURRENT INCOME AND STABILITY
Trust                    Ohio***                 OF PRINCIPAL 
Foreign Fund             Oregon                  Adjustable Rate Securities
Global Infrastructure    Pennsylvania            Fund                      
Fund                     Tennessee**             Adjustable U.S. Government
Global Opportunities     Texas                   Securities Fund           
Trust                    Virginia                Short-Intermediate U.S.    
Global Rising Dividends  Washington**            Government Securities Fund 
Fund                            
Greater European Fund    FRANKLIN FUNDS          FRANKLIN FUNDS FOR NON-U.S.
Growth Fund              SEEKING CAPITAL GROWTH  INVESTORS                  
Income Fund              California              Tax-Advantaged High Yield
Japan Fund               DynaTech Fund           Securities Fund             
Latin America Fund       Growth Fund             Tax-Advantaged International
Money Fund               Equity Fund             Bond Fund                   
Real Estate Securities   Global Health           Tax-Advantaged U.S.         
Fund                     Care Fund               Government Securities Fund  
Smaller Companies        Gold Fund               
Growth Fund              Growth Fund             FRANKLIN TEMPLETON           
World Fund               International           INTERNATIONAL CURRENCY FUNDS 
                         Equity Fund             Global Currency Fund         
FRANKLIN FUNDS           Pacific                 Hard Currency Fund           
SEEKING TAX-             Growth Fund             High Income Currency Fund     
FREE INCOME              Real Estate                
Federal Intermediate     Securities              FRANKLIN MONEY MARKET FUNDS 
Term                     Fund                    California Tax-Exempt Money
Tax-Free Income Fund     Small Cap               Fund                       
Federal Tax-Free         Growth Fund             Federal Money Fund
Income Fund                                      IFT U.S. Treasury Money 
High Yield Tax-Free                              Market Portfolio           
Income Fund              FRANKLIN FUNDS SEEKING  Money Fund
Insured Tax-Free         GROWTH AND INCOME       New York Tax-Exempt Money
Income Fund***           Balance Sheet           Fund                       
Puerto Rico Tax-Free     Investment Fund         Tax-Exempt Money Fund      
Income Fund              Convertible Securities                                
                         Fund                    FRANKLIN FUND FOR              
FRANKLIN STATE-SPECIFIC  Equity Income Fund      CORPORATIONS                   
FUNDS SEEKING TAX-FREE   Global Utilities Fund   Corporate Qualified Dividend   
INCOME                   Income Fund             Fund                           
Alabama                  Premier Return Fund                                    
Arizona*                 Rising Dividends Fund   FRANKLIN TEMPLETON VARIABLE    
Arkansas**               Strategic Income Fund   ANNUITIES                      
California*              Utilities Fund          Franklin Valuemark             
Colorado                                         Franklin Templeton Valuemark
Connecticut              FRANKLIN FUNDS SEEKING  Income                      
Florida*                 HIGH CURRENT INCOME     Plus (an intermediate       
Georgia                  AGE High Income Fund    annuity)                    
Hawaii**                                                                     
Indiana                                                                      
Kentucky                                                                     
Louisiana                
Maryland                                               
                                                                  
Toll-free 1-800/DIAL BEN (1-800/342-5236)
*   Two or more fund options available: Long-term portfolio, intermediate-term
    portfolio, a portfolio of municipal securities, and a high yield portfolio
    (CA).
**  The fund may invest up to 100% of its assets in bonds that pay interest
    subject to the federal alternative minimum tax.
*** Portfolio of insured municipal securities.
<PAGE>
 
 
 
 
 FRANKLIN TEMPLETON
 JAPAN FUND
 
 Auditors
 McGladrey & Pullen, LLP
 555 Fifth Avenue
 New York, New York 10017-2416
 
 PRINCIPAL UNDERWRITER:
 
 Franklin Templeton
 Distributors, Inc.
 700 Central Avenue
 St. Petersburg,
 Florida 33701-3628
 
 Account Services
 1-800-354-9191
 
 Sales Information
 1-800-292-9293
 
 This report must be preceded or accompanied by the prospectus of Franklin
 Templeton Japan Fund.

 Like any investment in securities, the value of the Fund's portfolio will be
 subject to the risk of loss from market, currency, economic, political and
 other factors, as well as investment decisions by the investment manager which
 will not always be profitable or wise. The Fund and its investors are not
 protected from such losses by the investment manager. Therefore, investors who
 cannot accept this risk should not invest in shares of the Fund.
 
 To ensure the highest quality of service, telephone calls to or from our
 service departments may be monitored, recorded and accessed. These calls can
 be determined by the presence of a regular beeping tone.
 
 
 
                                                                 TL417 A95 05/95
[RECYCLING LOGO APPEARS HERE]

FRANKLIN

TEMPLETON

JAPAN FUND
 
Annual Report
March 31, 1995
 
 
 
 
[LOGO OF FRANKLIN TEMPLETON APPEARS HERE]


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