SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
SAI dated August 1, 1996
FRANKLIN TEMPLETON JAPAN FUND
I. As of January 1, 1997 the Fund offers a second class of shares,
designated "Advisor Class" shares. This SAI describes the Class I shares of
the Fund.
All Fund shares outstanding before the offering of Advisor Class shares will
retain their previous rights and privileges.
Class I and Advisor Class shares differ as to sales charges, expenses and
services. Different fees and expenses will affect performance. Advisor Class
shares are described in a separate prospectus and SAI relating only to that
class. For more information concerning Advisor Class shares, contact your
investment representative or Distributors.
II. The discussion under "HOW DO I BUY, SELL AND EXCHANGE SHARES? - LETTER
OF INTENT" is amended to remove the reference to Class II shares.
III. The discussion under "THE FUND'S RULE 12B-1 PLAN" is amended by
replacing the heading and the first paragraph with the following text:
THE FUND'S RULE 12B-1 PLAN - CLASS I
The Fund has adopted a distribution plan or "Rule 12b-1 plan" pursuant
to Rule 12b-1 of the 1940 Act, with respect to its Class I shares. Under
the plan, the Fund may reimburse Distributors or others up to a maximum
of 0.35% per year of its average daily net assets, payable quarterly,
for costs and expenses incurred in connection with any activity which is
primarily intended to result in the sale of the Fund's Class I shares.
Payments to Distributors or others could be for various types of
activities, including (1) payments to broker-dealers who provide certain
services of value to the Fund's shareholders (sometimes referred to as a
"trail fee"), (2) reimbursement of expenses relating to selling and
servicing efforts or of organizing and conducting sales seminars; (3)
payments to employees or agents of Distributors who engage in or support
distribution of Class I shares; (4) payments of the costs or preparing,
printing and distributing prospectuses and reports to prospective
investors and of printing and advertising expenses; (5) payment of
dealer commissions and wholesaler compensation in connection with sales
of the Fund's Class I shares exceeding $1 million (on which the Fund
imposes no initial sales charge) and interest or carrying charges in
connection therewith; and (6) such other similar services as the Board
determines to be reasonably calculated to result in the sale of shares.
Under the plan, the costs and expenses not reimbursed in any one given
quarter (including costs and expenses not reimbursed because they exceed
0.35% of the Fund's average daily net assets) may be reimbursed in
subsequent quarters or years.
January 1, 1997
