U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
- ------------------------------------------------------------------------------
1. Name and address of issuer: Franklin Templeton Japan Fund
700 Central Avenue
St. Petersburg, Florida 33701
- ------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed: N/A
- -----------------------------------------------------------------------------
3. Investment Company Act File Number: 811-6664
Securities Act File Number: 33-47666
- ------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: 3/31/96
- ------------------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration: N/A
[ ]
- ------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): N/A
- ------------------------------------------------------------------------------
7. Number and amount of securities of the same class of series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: N/A
- ------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: N/A
- ------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
1,375,298 shs
$13,696,032
- ------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,375,298 shs
$13,696,032
- ------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see instruction
B.7):
236 shs
$2,326
- ------------------------------------------------------------------------------
12. Calculation of registration fee:
Aggregate sale price of securities sold during the fiscal year in
(i) reliance on rule 24f-2 (from Item 10): $13,696,032
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 2,326
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 9,058,280
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line (iv)) (if
applicable): 4,640,078
---------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/2900
---------
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $ 1,600.03
----------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: May 21, 1996
- ------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/JAMES R. BAIO
James R. Baio
Treasurer
Date: May 15, 1996
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
- ----------------------------------------------------------------------------
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202 626-3334
May 23, 1996
Franklin Templeton Japan Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sir or Madam:
As counsel for Franklin Templeton Japan Fund (the "Fund")
during the fiscal year ended March 31, 1996, we are familiar with the
registration of the Fund under the Investment Company Act of 1940 (File No.
811-6664) and with the registration statement relating to its shares of
beneficial interest (the "Shares") under the Securities Act of 1933 (File No.
33-47666) (the "Registration Statement"). We have also examined such other
corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion with respect to
the Shares the registration of which is being made definite by the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Notice") being
filed by the Fund for its fiscal year ended March 31, 1996, assuming such Shares
were sold at the public offering price and delivered by the Fund against receipt
of the net asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, duly and validly authorized, legally and validly issued, fully
paid, and non-assessable.
We consent to the filing of this opinion in connection with
the Notice on Form 24F-2 to be filed by the Fund with the Securities and
Exchange Commission for the Fund's fiscal year ended March 31, 1996.
Very truly yours,
/s/ Dechert Price & Rhoads
