Brand Story by ShamikoDesign

brandSTORYby SHAMIKO DESIGN

what is a brand?

Branding is a creation of feeling that the audience get...

what they think it is...

The brand is successful when it instills the audience

to act and purchase the product or services that the

company has to offer.

feeling

How brand works: evaluate • create • manage... It is a cycle

The Brand Cycle is a closed circle with neither a specific

beginning nor a definite end. The cycle begins at a different

point for every brand. The Brand Cycle is composed of

three phases: evaluation, creation and management.

Three phases which contribute to one unique brand world.

Cycle

Brand Analysis

Brand Protection

Brand Valuation

E V A L U AT E C R E AT E

Brand Communication

Brand World

Brand Design

Brand Naming

Brand Strategy

Brand Platform

Brand Implementation

Brand Documentation

Brand Care

Brand Review

M A N A G E

Brand Evaluation subjects the brand to a

thorough examination, discovers ways to

protect the brand, and defines the brand

value. By pulling together all the many

aspects of the brand, it reveals the true

identity of the brand.

eE VA L U AT E T H I S : B r a n d A n a l y s i s » B r a n d P r o t e c t i o n » B r a n d Va l u a t i o n

Brand Creation determines values, defines strategies, creates names,

and designs the visual identity of the brand. When brand experiences

are united into one unique world, clear messages are delivered to all

target groups through all media.

C R E AT E T H I S : B r a n d c o m m u n i c a t i o n » B r a n d W o r l d » B r a n d D e s i g n » B r a n d N a m i n g » B r a n d S t r a t e g y » B r a n d P l a t f o r m

c

Brand Management establishes the

brand, documents its rules, preserves

its heritage, and secures its future. It is

an ongoing quality audit that monitors

the brand’s success.

M A N A G E T H I S : B r a n d I m p l e m e n t a t i o n » B r a n d D o c u m e n t a t i o n » B r a n d C a r e » B r a n d R e v i e wm

What makes the brand work?D E V E L O P T R U S T | C R E AT E B R A N D A W A R E N E S S | C O N S I S T E N C Y I N D E S I G N

| P R O D U C T O R S E R V I C E P E R F O R M A N C E | M A N A G E M E N T | E X P E R T I S E O F P E O P L E |

TA K I N G C A R E O F T H E A U D I E N C E N E E D S

Everything Works inTandem!The ultimate objective is the honest intent of why you

are creating the product? What and who is it for?

When the intent is correct, everything will fall into place.

The Architecture Independent Accounting Office

P a y r o l l , a c c o u n t i n g & c o n s u l t i n g

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The Architecture Franklin Templeton Investments

DEPARTMENTS


Co

rpo

rate

RETAIL—DIVIS ION RETIREMENT—DIVIS ION

OTHER BUSINESS CHANNELS

Other Business Entity


Franklin Templeton Institutional | Franklin Templeton Capital | Franklin Templeton Bisset | Franklin Templeton Bank and Trust

FIDUCIARY TRUST INTERNATIONAL

FRANKLIN Global • Value • Growth • Growth and Income • Tax-Free • Income • Asset Allocation

TEMPLETON Global • Income • Growth

MUTUAL SERIES Global • Value • Growth and Income

CORPORATE

Internal • Retirement • Portfolio Advisors • 529 College Savings Plan • Retail

Corporate

Other Business Entity

RETAIL—DIVIS ION

BUSINESS CHANNELS

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F R A N K L I N T E M P L E T O N M U T U A L S E R I E S

Franklin Templeton Distributors, Inc.One Franklin ParkwaySan Mateo, CA 94403-1906

Exciting News About Your Portfolio

Franklin Templeton Distributors, Inc.Post Office Box 7777San Mateo, CA 94403

EVB DDA9E 11/04


Mutual Funds

Retirement Plans

529 College Savings Plans


Edward Jones Due Diligence MeetingSan Mateo, California | February 2–3, 2006

FRANKLIN TEMPLETON MUTUAL SERIES

Franklin Templeton Investments

Conrad B. Herrmann, CFA

Conrad Herrmann is a Senior Vice President and portfolio manager for Franklin Advisers, Inc.,

and Director of Equity Portfolio Management for Franklin’s equity group. Mr. Herrmann is

also the portfolio manager of the Franklin Flex Cap Growth Fund, and serves in an advisory

role on a number of other growth portfolios.

Mr. Herrmann first joined Franklin in the summer of 1988, working as an intern in the Marketing

Department. He joined Franklin full-time in the Investment Advisory group as a quantitative

equity analyst in 1989. That year, he also became a fundamental research analyst, specializing

in analysis of the electronic technology sector. Initially involved in the creation of the Franklin

Flex Cap Growth Fund, he became the lead manager in July 1993.

Prior to joining Franklin Templeton Investments, Mr. Herrmann was a vice president of Aquila

Management, a mutual fund group in New York City. He joined the firm in 1983 as a fixed-

income analyst.

Mr. Herrmann received a Bachelor of Arts degree from Brown University and an MBA from

Harvard Business School. He is past president of the Security Analysts of San Francisco

(SASF) and a member of the Association for Investment Management and Research (AIMR).

Mr. Herrmann holds the designation of Chartered Financial Analyst (CFA), and is a licensed

registered securities representative and a general securities principal.

Independent and Bank Division Due Diligence Meeting


EVB

DD

BIO

11

/04

Franklin Templeton Distributors, Inc.

Edward JonesDue Diligence Meeting

F R A N K L I N T E M P L E T O N M U T U A L S E R I E SFranklin Templeton Distributors, Inc.

Dealer Use Only/Not for Distribution to the Public

Thursday, February 2

Arrivals at Westin St. Francis Hotel, San Francisco

Upon your arrival at the airport, a Franklin Templeton Investments

representative will meet you at the baggage carousel assigned to your flight.

9:00 a.m.–5:00 p.m. Franklin Templeton Investments Registration Desk

Westin St. Francis Hotel

Tower Building, First Floor, Tower Salon B

Hotel check-in is at 3:00 p.m.

2:00 p.m.–5:00 p.m. Business Meeting

Westin St. Francis Hotel

Tower Building, First Floor, Tower Salon A

Business Casual Attire

2:00 p.m.–2:20 p.m. Welcome

Bob Geppner

National Sales Manager


2:20 p.m.–3:20 p.m. Edward Jones Update

Ken Cella

Principal, Mutual Funds Marketing

Edward Jones

3:20 p.m.–3:35 p.m. Break

3:35 p.m.–4:05 p.m. The Franklin Templeton Investments Story

Bob Geppner

National Sales Manager


AgendaSan Mateo, California | February 2-3, 2006

Please note, from both a firm and regulatory standpoint, your attendance at all business meetings is mandatory for FranklinTempleton Investments to pay the costs of your hotel accommodations and airfare. Spouses and guests are not permittedto attend any business meetings or meal functions.

Not FDIC Insured | May Lose Value | No Bank Guarantee

EV

BN

T12

/04


Breakfast Admittance Ticket

Print Name Room Number

1 U . S . R E T A I L M A R K E T I N G C O R P O R A T E

TRADE SHOW BOOTH TABLE DRAPE

O F F S H O R E F U N D S | A L T E R N A T I V E S T R A T E G Y F U N D S

Franklin Mutual SeriesTempleton Fiduciary

FRANKLIN TEMPLETON INVESTMENTS

PODIUM SIGN


Welcomes

Edward Jones



Welcomes

Edward Jones

01.22.07 3 of 14

T R A D E S H O W

D U E D I L I G E N C E M E E T I N G M A T E R I A L S

Letterhead

Envelope

FolderBinder Cover DDEJ CVR Masthead


Prospecting Card to Clients

Postcard to Dealers

Thank You Notecards to Dealers

Manager’s Perspective

Franklin Flex Cap Growth Fund

M A N A G E R ’ S P E R S P E C T I V E G R O W T H


3RD QUARTER 2005

Conrad B. Herrmann, CFA, portfolio manager of Franklin Flex CapGrowth Fund, discusses the fund’sinvestment strategy and opportunitieshe sees going forward.

As of June 30, 2005, the fund’s ClassA shares outperformed its Lipper peergroup average, in total return, for the 3-, 5- and 10-year periods.1 It also outperformed its benchmark index(Russell 3000® Growth Index) overthese same periods.2 What are somereasons for the fund’s relative shorter-term and longer-term success?

I believe one reason is our flexible

investment approach; we’re not locked

into a particular market capitalization

size or industry. We can invest in any

company in any industry ranging from

small, emerging companies with unique

products, to large, well-established

companies, which have stood the test

of time.

Another reason is that we don’t arbi-

trarily invest in just any company that

might be showing growth. Each security

on our buy list must have a clear driver

for its future growth—which is not fully

reflected in the current stock price—and

demonstrate an appropriate trade-off

between risk and potential return.

What is a “driver of growth”?

Basically, we classify drivers of growth

into four foundation blocks of our

fundamental analysis: 1) market opportu-

nity, such as serving an under-penetrated

market or participating in good secular

industry growth; 2) competitive position,

such as creating brand equity, proprietary

intellectual property, product innovation,

or addressing a unique market niche;

3) management and execution, involving

an assessment of management’s ability to

deliver on stated goals, and understand-

ing whether there are proper rewards and

incentives in place; and finally 4) financial

strength and profitability, involving an

in-depth review of financial statements

and focusing on companies that are

creating shareholder value through

generating strong returns on invested

capital or experiencing good operating

leverage through margin expansion.

How do you and your research teamselect the fund’s holdings?

Our extensive research team scrutinizes

every potential holding from the bottom

to the top of its capital structure. We

have over 40 equity investment profes-

sionals working very closely with over

a dozen high-yield bond professionals,

all sharing a common research database.

Unless otherwise noted, fund performancefigures in this brochure reflect Class A and do not include the maximum 5.75%initial sales charge. If they had, returnswould have been lower. Performance datarepresent past performance, which doesnot guarantee future results. Current performance may differ from figures shown. The fund’s investment return andprincipal value will change with marketconditions, and you may have a gain or aloss when you sell your shares. Please callFranklin Templeton Investments at 1-800/DIAL BEN® (1-800/342-5236) orvisit franklintempleton.com for most recentmonth-end performance.

1. Source: Lipper, Inc., 6/30/05. Lipper rankings do not includesales charges. Past performance does not guarantee futureresults.2. Source: Standard & Poor’s Micropal. Indexes are unmanaged,and one cannot invest directly in an index.


2ND QUARTER 2004

Templeton China World Fund

M A N A G E R ’ S P E R S P E C T I V E I N T E R N A T I O N A L


Dr. Mark Mobius applies his 30-plus

years of experience in the emerging

markets arena to Templeton China

World Fund, which he has managed

since its 1993 inception.

In this Manager’s Perspective,

Dr. Mobius discusses the economic,

political and investment environment in

China, as well as Templeton China

World Fund’s impressive performance.

Do you expect China’s unprecedentedeconomic growth to continue in thenear future?

Mobius: It is fairly clear that China hasnot yet reached its full economic poten-tial. Therefore, we believe strong growthof the Chinese region should continue inthe future. Our bullish attitude towardChina can best be summarized in twowords: growth and size. China is nowthe world’s fastest-growing majoreconomy, and the most populous. Theramifications of a country whoseeconomy is growing at 8% while itspopulation is increasing at less than 1%are enormous because of the rapid risein per capita income.1

Admittedly, the average income inChina is low, but the population, likeany other, is stratified with very high-income, middle-income and low-incomeearners. This means that not only is thecountry an export powerhouse, but itis also rapidly becoming an importpowerhouse with domestic consumptionrising very rapidly.

Many have attributed much of China’ssuccess to its vast cheap labor pool. Isupward pressure on wages an issue weshould be concerned with?

Mobius: I don’t think so. Labor costs perhour in 2002 were just US$0.60 inChina, compared to developed marketswhere the cost ranged from US$17.50 inthe UK to US$20.80 in the U.S. andUS$24.90 in Germany. China has alabor force of 744 million, half of whichis still engaged in agriculture.2 The biggap in income distribution betweenurban and rural areas should continue toencourage workers to move to cities forjobs, providing a strong labor supply tothe industrial sector. In addition, thereare still many state-owned enterprisesundergoing restructuring that, oncecomplete, will release more workers tothe private sector. Job creation has been atthe top of the government’s agenda and,for the near term, it does not appear thatupward pressure on wages will become aserious threat to the economy.

What about skilled workers?

Mobius: As some sectors within the indus-tries move up the value chain, we may seesome upward pressure on wages of skilledworkers. But if we compare the wage levelof skilled workers in China with that ofthe OECD (Organization for EconomicCooperation and Development) countries,such as Australia, Hungary and Japan,China still has a way to go. This large gapshould basically allow the country tomaintain its competitiveness over the nextdecade. We must also remember that

China has been taking advantage of pro-ductivity increase mechanisms such as theintroduction of modern management tech-niques, and more productive equipmentand machinery.

China’s spectacular economic growthhas also spurred corruption. Will that bea big problem over the coming years?

Mobius: Some form of corruption willlikely continue to take place in China, asit is a normal part of the convergence ofan ex-state economy to a free marketeconomy. So far, corruption in Chinahas been more of a social problem thanone that is seriously affecting the run-ning of private businesses. We notice thegovernment is taking severe measuresagainst corruption, especially in caseswhere the state’s interests were infringedupon. Those are good efforts, but overthe longer term, we believe corruptionproblems can only be solved when thecountry becomes more affluent and theadministration better structured withofficials being better compensated.

1. Source: World Bank.2. Source: CIA, The World Factbook, 2003.


David Winters, chairman and

CEO of Mutual Series Fund, Inc.,

discusses the group’s newest

offering, Mutual Recovery Fund.

David, in a period when many funds have been consolidating or disappearing, why are you rolling out Mutual Recovery Fund?

Winters: I can sum it up in a single

word—opportunity. Throughout much

of the ’90s, we weren’t finding many

compelling valuations. But over the

last several years we’ve seen increasing

opportunities—especially in distressed

securities. (See chart at right.) The fund’s

goal is long-term capital appreciation,

and we will seek to achieve this by

utilizing Mutual Series’ unique three-

pronged value approach, investing in

distressed securities, intrinsic value

opportunities and arbitrage situations.

Please describe Mutual Recovery Fund.

Winters: Mutual Recovery Fund is a

continuously offered, closed-end invest-

ment company. Its principal investment

goal is capital appreciation. Franklin

Mutual Advisers, LLC, is the fund’s

manager. We seek to achieve superior,

risk-adjusted returns with a low correla-

tion to U.S. equity markets by taking

long and short positions in equity and

fixed income securities.

What type of investor should considerthis fund?

Winters: This fund is for sophisticatedinvestors with a long-term perspectivewho are looking to diversify their portfo-lio. It should complement their portfoliorather than be a core holding. Due to thenature of its investment focus, the fundis likely to experience more volatilitythan other Mutual Series funds. It alsomay react very differently than the stockand bond markets because performanceof the fund’s holdings will rely more on factors surrounding the specific securities selected than on broad marketmovements. In that regard, it may servewell in helping diversify a portfolio.

What does continuously offered,closed-end investment company mean?

Winters: As with most mutual funds,investors can purchase shares any daymarkets are open, however shares are notredeemed daily. Instead, the fund has a

fundamental policy to provide investorswith access to their money by makingquarterly tender offers at net asset value(NAV) for 5%–25% of the fund’s out-standing shares. In unusual circumstancesthe fund might suspend or postpone atender offer subject to approval by thefund’s Board of Trustees. As there willnot be a secondary market for the shares,they are unlikely to experience one of thedownsides of many closed-end funds—apersistent market price discount from NAV.

1. Source: E. Altman, NYU Salomon Center, Stern School of Business. Distressed debt is defined as having a yield-to-maturity spread greater than or equal to 1,000 basis points overcomparable Treasuries. Some years not shown because no surveyresults were available.

Mutual Recovery FundSEEKING TO THRIVE IN A WORLD OF DISTRESSED OPPORTUNITIES

M A N A G E R ’ S P E R S P E C T I V E V A L U E


NOVEMBER 2003

Face Value Market Value

1999 2000 20011990 1992 1993 1995 1998

$1,000

$800

$600

$400

$200

$0

2002

The Increasing Opportunities in the Defaulted and Distressed Public and Private Debt Market ($Billions)1

3 U . S . R E T A I L M A R K E T I N G F U N D S P E C I F I C B Y I N V E S T M E N T M A N A G E R

CLIENT USE

Investor’s Guide Annual Report

Sales WrapperRate Card

Prospectus

Fund Fact Sheet

Fund Fact SheetInvestor’s Guide Annual Report

Sales Wrapper Prospectus

Fund Fact SheetInvestor’s Guide Annual Report

Sales Wrapper Prospectus

A N I N V E S T O R ’ S

G U I D EFranklin Growth Fund

B L E N D

Franklin Income Fund

Seeking income and growth potential?

A diversified portfolio?

An impressive 54-year track record?

Consider Franklin Income Fund. This highly diversified portfolio combines stocks and bonds to offer high, currentincome and prospects for capital growth. Spreading assetsacross multiple asset classes and industries also helps toreduce the inherent risks associated with investing.

A Proven, Long-Term History (Class A)

• Uninterrupted dividend payments for 54 years.

• Positive average annual total returns in every rolling calendar five-year period since its inception.2

• A diversified portfolio consisting of 45.9% stocks, 45.7% bonds and 8.4% cash.3

• Distributed capital gains in 50 of the past 54 calendar years.

Past performance does not guarantee future results.1. Yield, calculated as required by the Securities and Exchange Commission (SEC),is based on earnings of the fund’s portfolio during the 30 days ended 4/30/03. Pleasesee the reverse for the fund’s average annual total returns.2. Class A shares only. Average annual total returns do not include the current, maximum 4.25% initial sales charge. 3. As of 2/28/03. Holdings are subject to change.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Class A 30-DayStandardized Yield (4/30/03) . . . . . . 6.31%1

Templeton Foreign FundA N

I N V E S T O R ’ SG U I D E

I N T E R N A T I O N A L

Mutual Shares FundA N

I N V E S T O R ’ SG U I D E

V A L U E

Franklin California Tax-Free Income Fund

The SEC has not approved ordisapproved these securitiesor passed upon the adequacyof this prospectus. Anyrepresentation to the contraryis a criminal offense.

C L A S S A , B & CP R O S P E C T U S

AUGUST 1, 2003

Templeton International (Ex EM) Fund

Templeton Global Investment Trust

The SEC has not approved ordisapproved these securitiesor passed upon the adequacyof this prospectus. Any representation to the contraryis a criminal offense.

C L A S S A & CP R O S P E C T U S

AUGUST 1, 2003

FranklinMutual Series Fund Inc.

Mutual Beacon Fund – Class A, B & C

Mutual Financial Services Fund – Class A, B & C

Mutual Qualified Fund – Class A, B & C

Mutual Shares Fund – Class A, B, C & R

Mutual Discovery Fund – Class A, B, C & R

Mutual European Fund – Class A, B & C

The SEC has not approved or disapproved these securitiesor passed upon the adequacyof this prospectus. Any representation to the contraryis a criminal offense.

P RO S P E C T U S

MAY 1, 2003

FUND GOAL

The fund seeks capital appreciation by

investing most of its assets in common

stocks of large, well-established compa-

nies the managers believe are suitable

for a buy-and-hold strategy.

Ongoing market volatility can dramat-

ically impact the fund’s short-term

returns. Current performance may

differ from figures shown. Please call

Franklin Templeton Investments at

1-800/DIAL BEN® (1-800/342-5236),

or visit us at franklintempleton.com,

for current performance. The fund’s

investment return and principal value

will change with market conditions,

and you may have a gain or a loss when

you sell your shares. Past performance

does not guarantee future results.

BLENDFRANKLIN GROWTH FUND

6/30/03

FUND DATAAssets ............................. $1.8 billion

Number of Holdings1 ................... 112

Inception .............................. 3/31/48

Beta2 ......................................... 0.95

Dividends .......... Annually in December

Symbol

Class A Class B Class C Class R

FKGRX FKGBX FRGSX FGSRX

$10,000Initial

Investment

Franklin Growth Fund–Class A3

$2,108,176

3/48 12/61 12/89 5/0312/75

AVERAGE ANNUAL TOTAL RETURNS

As of June 30, 2003

All Sales Charges3 Without Sales Charges

Since SinceClass Inception 1-Year 5-Year 10-Year Inception 1-Year 5-Year 10-Year Inception

A 3/31/48 -8.24% -1.39% 8.01% 10.23% -2.65% -0.21% 8.66% 10.34%

B 1/1/99 -7.23% — — -3.11% -3.37% — — -2.71%

C 5/1/95 -5.32% -1.17% — 6.87% -3.39% -0.96% — 7.00%

PORTFOLIO BREAKDOWN1

1. As of 5/31/03. Holdings are subject to change.

2. Source: Thomson Financial, 6/30/03. Beta measures a fund’smarket-related risk over a three-year period. The S&P 500® Index has abeta of 1.00. A beta lower than 1.00 indicates historically lower volatilitythan the index; higher than 1.00 indicates historically higher volatility.

3. Class A: Figures reflect the current, maximum 5.75% initial salescharge. Prior to 8/3/98, these shares were offered at a lower initialsales charge; thus actual returns may differ. Effective 5/1/94, the fund

implemented a Rule 12b-1 plan, which affects subsequent performance.Class B: Figures include the applicable contingent deferred sale charge,which is 4% in the first year, declining to 1% in the sixth year, andeliminated thereafter. Class C: Figures include the 1% initial salescharge and 1% contingent deferred sales charge to the extent applica-ble. Class B and C shares have higher annual fees and expenses thanClass A shares.

TOP 10 HOLDINGS1

Pfizer Inc. . . . . . . . . . . . . . . . 3.5%Amgen Inc. . . . . . . . . . . . . . . . 3.4%Johnson & Johnson . . . . . . . . . 3.1%3M Co. . . . . . . . . . . . . . . . . . 2.9%IBM Corp. . . . . . . . . . . . . . . . . 2.8%

Northrop Grumman Corp. . . . . . 2.5%Computer Sciences Corp. . . . . . 2.3%General Dynamics Corp. . . . . . . 1.9%Schering-Plough Corp. . . . . . . . 1.9%Genentech Inc. . . . . . . . . . . . . 1.8%

Health Technology 24.2%Producer Manufacturing 18.9%Electronic Technology 16.9%Technology Services 10.8%Transportation 4.8%Consumer Services 4.1%Consumer Non-Durables 3.1%Commercial Services 3.0%Other 13.2%Cash 1.0%

GROWTH OF A $10,000 INVESTMENT

March 31, 1948–May 31, 2003


FUND DATA1

Assets ............................ $10.3 billion

Number of Holdings ..................... 190

Inception ............................... 10/5/82

Beta2 ......................................... 0.86

Dividends ...... Annually, in October and,if necessary, December

Symbol


TEMFX TFRBX TEFTX TEFRX

FUND GOAL

Templeton Foreign Fund seeks long-term

capital growth by investing at least 80%

of its net assets in equity securities of

companies outside the United States.






1-800/DIAL BEN® (1-800/342-5236),








INTERNATIONALTEMPLETON FOREIGN FUND

AVERAGE ANNUAL TOTAL RETURNS

As of June 30, 2003


Since SinceClass Inception 1-Year 5-Year 10-Year Inception 1-Year 5-Year 10-Year Inception

A 10/5/82 -11.64% 1.05% 6.27% 12.20% -6.23% 2.24% 6.90% 12.52%

B 1/1/99 -10.60% — — 3.07% -6.92% — — 3.47%

C 5/1/95 -8.84% 1.30% — 4.57% -6.96% 1.50% — 4.69%

GEOGRAPHIC BREAKDOWN1

1. As of 6/30/03. Holdings are subject to change.

2. Source: Thomson Financial, 6/30/03. Beta measures a fund’s market-related risk over a three-year period. The MSCI® EAFE Index has a betaof 1.00. A beta lower than 1.00 indicates historically lower volatilitythan the index; higher than 1.00 indicates historically higher volatility.

3. Class A: Figures reflect the current, maximum 5.75% initial salescharge. Prior to 7/1/92, these shares were offered at a higher initialsales charge; thus, actual total returns would have been somewhatlower. On 1/1/93, a plan of distribution was implemented for these

shares under Rule 12b-1, which affects subsequent performance.Class B: Figures include the applicable contingent deferred sales charge,which is 4% in the first year, declining to 1% in the sixth year, andeliminated thereafter. Class C: Figures include the 1% initial salescharge and 1% contingent deferred sales charge to the extent applica-ble. Class B and C shares have higher annual fees and expenses thanClass A shares.

4. Source: Standard & Poor’s Micropal, 5/31/03. Index is unmanagedand includes reinvested dividends. One cannot invest directly in an index.

TOP 10 HOLDINGS1

Cheung Kong Holdings Ltd. . . . . 2.5%Aventis SA . . . . . . . . . . . . . . . . 2.2%Volkswagen AG . . . . . . . . . . . . . 2.1%Samsung Electronics

Company Ltd. . . . . . . . . . . . . . 1.9%Rodamco Europe NV . . . . . . . . . 1.7%

Koninklijke Philips Electronics NV . . . . . . . . . . . . 1.7%

Hutchison Whampoa Ltd. . . . . . . 1.5%CLP Holdings Ltd. . . . . . . . . . . . 1.5%UPM-Kymmene Corp. . . . . . . . . 1.5%Shell Transport & Trading

Company PLC . . . . . . . . . . . . . 1.5%

6/30/03

Europe 46.5%Asia 29.3%North America 6.1%Latin America/Caribbean 2.7%Other 1.8%Fixed Income 2.1%Cash 11.5%

Templeton Foreign Fund–Class A3

$106,015$92,780MSCI® EAFE Index4

10/82 12/87 5/0312/93 12/99

$10,000Initial

Investment


October 5, 1982–May 31, 2003


FUND GOAL

Mutual Shares Fund seeks capital appreci-

ation, with income as a secondary goal, by

focusing on undervalued stocks, arbitrage

opportunities and distressed securities.






1-800/DIAL BEN® (1-800/342-5236),








VALUEMUTUAL SHARES FUND

1. As of 6/30/03. Holdings are subject to change. Significant holdingsdo not necessarily reflect the fund’s top holdings.

2. Source: Thomson Financial, 6/30/03. Beta measures a fund’smarket-related risk over a three-year period. The S&P 500 Index has abeta of 1.00. A beta lower than 1.00 indicates historically lower volatilitythan the index; higher than 1.00 indicates historically higher volatility.

3. Prior to 11/1/96, only a single class of fund shares was offered withouta sales charge and Rule 12b-1 expenses. Returns shown are a restate-ment of the original class to include both the Rule 12b-1 expenses

and the following current sales charges applicable to each share class.Class A: Maximum 5.75% initial sales charge (prior to 8/3/98, fundshares were offered at a lower initial sales charge). Class B: Figuresinclude the applicable contingent deferred sales charge, which is 4%in the first year, declining to 1% in the sixth year, and eliminated there-after. Class C: Figures include the 1% initial sales charge and 1%contingent deferred sales charge to the extent applicable. Class B andC shares have higher annual fees and expenses than Class A shares.

4. Source: Standard & Poor’s Micropal 5/31/03. Indexes are unman-aged, and one cannot invest directly in an index.

6/30/03


35 Years Ended May 31, 2003

$10,000Initial

Investment

Mutual Shares Fund–Class A3

$778,155

5/68 12/76 12/94 5/0312/85

$320,223S&P 500®

Index4

Insurance 10.1%Food Beverage & Tobacco 9.9%Media 7.4%Materials 5.6%Banks 4.1%Transportation 2.3%Diversified Financials 2.1%Other 15.5%Fixed Income 13.9%Cash 29.1%

PORTFOLIO BREAKDOWN1

FUND DATA1

Assets .............................. $8.1 billion

Number of Holdings ..................... 309

Inception ................................. 7/1/49

Beta2 ......................................... 0.52

Dividends ....................... Semiannually

Symbol


TESIX FMUBX TEMTX TESRXAVERAGE ANNUAL TOTAL RETURNS

As of June 30, 2003


Class Inception 1-Year 5-Year 10-Year 35-Year 1-Year 5-Year 10-Year 35-Year

A 7/1/49 -4.16% 3.62% 11.04% 13.29% 1.68% 4.85% 11.70% 13.48%

B 7/1/49 -2.99% 3.99% 11.13% 13.12% 1.00% 4.26% 11.13% 13.12%

C 7/1/49 -0.95% 3.98% 10.84% 12.14% 1.03% 4.19% 10.95% 12.17%

SIGNIFICANT HOLDINGS1

White Mountains Insurance Group Inc. . . . . . . . . . . . . . . . 3.5%

Berkshire Hathaway Inc. . . . . . . 2.5%Washington Post Co. . . . . . . . . . 2.1%Altadis SA . . . . . . . . . . . . . . . . 1.9%British American Tobacco PLC . . 1.9%

International Steel Group . . . . . . 1.9%Liberty Media Corp. . . . . . . . . . 1.6%Nestle SA . . . . . . . . . . . . . . . . 1.2%Bundesrepublik Deutschland

(Fixed Income) . . . . . . . . . . . . 1.2%Lagardere SCA . . . . . . . . . . . . . 1.2%


Franklin Income Fund

I N C O M E

Templeton Foreign Fund

I N T E R N AT I O N A L

Mutual Qualified Fund

V A L U E

01.22.07 9 of 14

Franklin Tax-Free Income Funds

I N V E S T W I T H A TA X - F R E E L E A D E R

Franklin Tax-Free Income Funds Brochure TF XBLDR

Mutual Series Funds Brochure MS XB

The Architecture Fiduciary Trust International

Toolbox

FONTSIMAGESCOLORSLOGO

Fiduciary Trust International ID System 03.19.07 1 of 5

SABON

abcdefghijklmnopqrstuvwxyzABCDEFGHIJKLMNOPQRSTUVWXYZ1234567890$£¢¥ƒ%•*@©®™†§()[]{}¶&!?

SABON SMALL CAPITALS & OLD STYLE FIGURES


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TRADE GOTHIC


TRADE GOTHIC BOLD


FONTS

IMAGES

IMAGE STRIPUsed as a graphic element in Educational Insights. Potentially used for Capabilities Brochure.

ARCHITECTURAL IMAGEUsed as cover art for Visa-Debit Card and mastheads.

LOGOFont used for K/O logotype is Caslon.

COLORSPRIMARY

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SPOTPMS 187 CoatedPMS 200 Uncoated

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One way to emphasize the logo is to ensure a certain distanceto other graphic elements; Therefore, a clear space has beendefined. The clear space is either 1/4 or 1/2 the logo widthand must always be respected.

xxx1x = 1/4 of logo width2x = 1/2 of logo width

Fiduciary Investment Management International, Inc.

1133 Connecticut Avenue, NW, Suite 330Washington, DC 20036

FIDUC E10DC 09/05


Stephen C. ThormahlenPresident and Chief Executive Officer

Fiduciary Investment Management International, Inc.1133 Connecticut Avenue, NW, Suite 330Washington, DC 20036tel (202) 822-2110tel (888) 621-3464fax (202) 822-2118email [email protected]


1133 Connecticut Avenue, NW, Suite 330Washington, DC 20036tel (202) 822-2110tel (888) 621-3464fax (202) 822-2118www.ftci.com


1133 Connecticut Avenue, NW, Suite 330Washington, DC 20036tel (202) 822-2110tel (888) 621-3464fax (202) 822-2118www.ftci.com



FIDUC E10DC 09/05

Stephen C. ThormahlenPresident and Chief Executive Officer



tel (202) 822-2110tel (888) 621-3464fax (202) 822-2118

email [email protected]

Stationery

Business Card

Compliment Card Letterhead (81⁄2 x 11)

Envelope (#10)

Letterhead (Monarch) Envelope (Monarch)

Envelope (10 x 13)

SignageFiduciary Trust International of Delaware

Fiduciary Trust International of California

Fiduciary International, Inc.

Fiduciary InternationalIreland Limited

Fiduciary FinancialServices Corp

Finished

Suggested Lockups

Tier 1


Marketing Folde

LIT. CODE: FIDUC FOL

Wealth that EnduresTM

SAS Brochure

LIT. CODE: FIDUC SAS

Unique Sheet

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Solutions That Perform

F I D U C I A RY T R U S T C O M PA N Y I N T E R N AT I O N A L

Capabilities Brochure (proposed design direction)

LIT. CODE:

GUIDE TO THE

Uniform Prudent Investor Act

A model Uniform Prudent Investor Act (UPIA) was promulgated by the national

Conference of Commissioners on Uniform State Laws in 1994 and recommended for

enactment by the states. The UPIA allows trustees and similar fiduciaries to employ

modern portfolio theory to guide investment decisions, and evaluates a fiduciary’s

conduct based on a strategy for the total portfolio, rather than on the selection of

individual assets. In addition, the UPIA makes the following alterations in the former

criteria for fiduciary investment: a) the tradeoff between risk and return is identified

as the fiduciary’s central investment consideration; b) categoric restrictions on types

of investments have been abrogated; c) the concept that fiduciaries should diversify

portfolio investments has been integrated into the definition of prudence; d) the

much criticized rule of trust law forbidding the trustee to delegate investment and

management functions has been reversed (some jurisdictions impose notice require-

ments not mandated by the UPIA); and e) the trustee may be relieved from liability

from acts of the agent, if certain requirements are met.

It should be noted that charitable foundations and private trusts are subject to sim-

ilar investment rules. The UPIA is applicable to foundations organized in trust form.

Charitable corporations, on the other hand, are governed in many jurisdictions by the

Uniform Management of Institutional Funds Act (UMIFA).

As of September 2005

A state-by-state analysis of investment legislation

governing trusts and foundations

Uniform Prudent Investor Act

LIT. CODE: FIDUC UPIA

GUIDE TO THE

Uniform Principal and Income Act

The Uniform Principal and Income Act (“UPAIA”), issued by the National Conference of

Commissioners on Uniform State Laws, has the basic purpose of providing guidelines for

trustees in defining principal and income. The Act, which was originally promulgated in

1931, was substantially revised in 1962 and 1997.

The UPAIA of 1997 is a companion to the Uniform Prudent Investor Act of 1994, and

provides the means to implement an investment regime embodied in the prudent investor

rule—investment for total return under modern portfolio theory. The shift to a total return

approach intensified the competing interests between the current and remainder benefi-

ciaries of a trust, placing the trustee in a dilemma between investing for growth of capital

and providing fair distributions to current beneficiaries who are entitled to trust income.

The UPAIA of 1997 revolutionized the administration of trusts by providing potential solu-

tions to the dilemma, permitting trustees discretionary power to adjust allocations between

income and principal to meet income needs of current beneficiaries and preserve principal

for future beneficiaries. This new approach is found in Section 104 of the UPAIA. Another

widely-used approach is the unitrust option, permitting a trustee to convert a conventional

income trust to a total return trust, under which the payout to the income beneficiary is a fixed

percentage of the trust’s market value. The UPAIA does not provide for a unitrust approach.

As of September 2005, thirty-eight states have adopted (or have pending) the UPAIA, or

substantial portions thereof. Of the states that have not adopted the UPAIA, Delaware, Louisi-

ana, New Hampshire, and South Dakota have enacted some form of total return legislation.

Eight states have adopted neither the UPAIA nor any other form of total return legislation.

Included in this guide is information on the key aspects of total return legislation includ-

ing: a) a default rule of either the power to adjust approach, as found in UPAIA Section

104, or traditional income allocation principles; b) the unitrust approach as an opt-in

provision with a statutory distribution percentage; c) mandatory court approval to opt into or

opt out of a unitrust approach, or both; d) safeguards to protect the trustee from liability

for the good faith exercise or non-exercise of these important new powers; and e) an abuse

of discretion standard that protects a trustee from liability for a good faith decision to

exercise or not exercise the power to adjust.

As of September 2005

A state-by-state analysis of legislation

to define trust income

Uniform Principal and Income Act

LIT. CODE: FIDUC UPIAS

Tier 2

TAX PERSPECTIVES

Spring 2006

NEW YORK

WASHINGTON, DC

MIAMI

FORT LAUDERDALE

LOS ANGELES

SAN MATEO

WILMINGTON

LONDON

HONG KONG

GRAND CAYMAN

The Evolving Tax CodeHow We Got Where We Are

The last massive overhaul of our tax laws

occurred under the Reagan administration.

Largely remembered for its tax cuts, the

legislation sharply reduced the top marginal

personal income tax rate to 33% for most

people. This overhaul built upon earlier

Reagan reforms that had reduced top mar-

ginal personal rates from 70% to 50%.

Although the Reagan era also dramatically

reduced capital gains rates, the showstopper

20% long-term capital gains rate did not

solidify until the 1990s.

Nonetheless, the legislation cut both ways. For

example, many working middle class Americans

found that their taxes actually increased under

the Reagan legislation. Whatever was gained by

lower marginal rates was frequently offset by

the partial loss of deductions.

This occurred because the legislation also

introduced a number of stealth tax increases.

In other words, imposing complex limitations

and ceilings on deductions and personal

exemptions serves the same purpose as

increasing tax rates.

On the more esoteric side, the legislation also

put the brakes on the once-booming cottage

industry of real estate tax shelters.

The 1986 reform codified two important

concepts:

Passive Loss Limitations. These rules placed

severe restrictions on taxpayers’ ability to

deduct passive losses, that is, losses stemming

from activities in which they don’t actively

participate.

At-Risk Rules. These rules limit taxpayers’

ability to use borrowed capital to generate losses.

Most significantly, the so-called Tax Reform

Act of 1986 broadened the reach of the

alternative minimum tax (AMT). The AMT

was originally intended to ensure that very

wealthy Americans pursuing esoteric tax

strategies paid some minimum level of tax.

After the application of certain exemptions and

thresholds, the AMT works to deny deductions

that are allowable under the regular tax.

Because the AMT’s thresholds are not indexed

A

Trust Topics Newsletter

LIT. CODE: FIDUC TTPOW

Tax Perspectives Newsletter

LIT. CODE: FIDUC TAXTOP

Statement of Accounts Guidebook

LIT. CODE: FIDUC CSG

Tier 3

page 1 of 5

Mr./Mrs./Ms.

Mr./Mrs./Ms.

FIDUCIARY TRUST CHARITABLE GIVING FUNDDonor Contribution Agreement

INSTRUCTIONS

Please complete this form to establish an account in the Fiduciary Trust Charitable Giving Fund with your irrevocable gift of $5,000 or more.

Using black ink, please print clearly in all CAPITAL LETTERS. Information in bold indicates a required field. Return this completed, signed agreementto your Fiduciary Trust Portfolio Manager. Your Fiduciary Trust Portfolio Manager must enter this information online and fax the completed, signed form to the Renaissance Charitable Foundation, Inc. at (317) 843-5417.

For your convenience, additional forms are available at fiduciarytrust.com. Please contact your Fiduciary Trust Portfolio Manager for additionalassistance. Before you complete this agreement, please:

1. Read the Fiduciary Trust Charitable Giving Fund Program Circular.

2. Evaluate your philanthropic goals.

3. Discuss with your Portfolio Manager how the Fiduciary Trust Charitable Giving Fund can meet your charitable giving needs.

4. Decide if you want to establish a donor-advised fund account as an individual or include others.

A DONOR INFORMATION

INDIVIDUAL DONOR OR JOINT DONORS

DONOR 1: (Information required)

First name M.I. Last name Date of birth (mm/dd/yyyy) Social Security Number

Street address City State ZIP

Telephone E-mail

( )

DONOR 2:

First name M.I. Last name Date of birth (mm/dd/yyyy) Social Security Number


Telephone E-mail

( )

TRUST, CORPORATION OR OTHER ENTITY

Taxpayer ID Number Trust name/Entity


Telephone E-mail

( )

Trustee/Authorized signor name, position at firm:

FIDUCIARY TRUST CHARITABLE GIVING FUND

Charitable Giving Brochure

LIT. CODE: FIDUC CGB

Donor Program Circular

FIDUCIARY TRUST CHARITABLE GIVING FUND

Charitable Giving Circular

LIT. CODE: FIDUC CGCIR

Charitable Giving Form

LIT. CODE: FIDUC CGFA

Tax Alert

LIT. CODE: FIDUC TRB

Disclosure Statement

LIT. CODE: FIDUC DS

Privacy Statement

LIT. CODE: FIDUC PS

Quarterly Newsletter

LIT. CODE: FIDUC JAQ

The Architecture Franklin Bank and Trust

Franklin Templeton Bank and Trust ID System — Toolbox: Images, Colors, Logo 04.16.07 01

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ADVISOR DIRECTED TRUST ™

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US

EO

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A D V I S O R G U I D E

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3.26.07 page 1

DEALER USE

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ADVISOR DIRECTED TRUST ™ G R A N T O RG U I D E

Fee Schedule Flyer

The following fee schedule applies to our Advisor Directed Trust services.

Annual Trustee Fees1

(subject to a minimum annual fee of $2,000)

Fees assessed quarterly based on market value of assets at the end of each calendar quarter.

First $1,000,000: 0.50%

Next $4,000,000: 0.35%

Remainder: Negotiable

Annual Tax Preparation Fee

$200 to $350, depending on the complexity of the return.

This Schedule of Fees is subject to periodic change. Notification of change will be sent

to the trustor’s address on file (or to the beneficiaries in the event of the trustor’s death)

30 days prior to the date the change takes effect. Fees in this schedule are charges for

usual and customary services. If a trust requests FTB&T to perform special services,

additional charges may apply. Fees will be applied first to income and then to principal,

unless otherwise specified in trust documents. The sale of trust assets may result in

adverse tax consequences. An hourly fee and other charges may apply for services required

to terminate a trust, transfer an account or make a final distribution of assets.

1. This fee schedule applies only to the services provided by Franklin Templeton Bank & Trust, F.S.B. (“Trust Company”) as the directed trustee ofthe Trust. Any investment management fees charged by the Trust’s appointed investment advisor are in addition to the Trust Company’s fees andare subject to the terms of a separate advisory agreement between the Trust and the investment advisor.

FTBT SFC 12/05

ADVISOR DIRECTED TRUST™

S C H E D U L E O F F E E S

Business Reply Card

Folder

ADVISOR DIRECTED TRUST ™

Franklin Templeton Bank and Trust ID System — Advisor Direct Trust Products 04.16.07 02

3.26.07 page 1

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CLIENT USE – CREDIT LINE

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Franklin Templeton Bank and Trust ID System — Preferred Shareholder Loan and Credit Line Products 04.16.07 03

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