-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FiS3RrrAsoyE7HqEDDCAuC7fnbBNJVP9Tj8etFMEXAvCaLk1+p9hFhxdRJbblvsA REs+/85UDW6iQZnmPfEiSA== 0000350900-09-000011.txt : 20090430 0000350900-09-000011.hdr.sgml : 20090430 20090430102929 ACCESSION NUMBER: 0000350900-09-000011 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090228 FILED AS OF DATE: 20090430 DATE AS OF CHANGE: 20090430 EFFECTIVENESS DATE: 20090430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON GLOBAL SMALLER COMPANIES FUND CENTRAL INDEX KEY: 0000350900 IRS NUMBER: 592098933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03143 FILM NUMBER: 09781559 BUSINESS ADDRESS: STREET 1: 500 EAST BROWARD BLVD STREET 2: SUITE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394-3091 BUSINESS PHONE: 9545277500 MAIL ADDRESS: STREET 1: 500 EAST BROWARD BLVD STREET 2: SUITE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394-3091 FORMER COMPANY: FORMER CONFORMED NAME: TEMPLETON GLOBAL SMALLER COMPANIES FUND INC DATE OF NAME CHANGE: 19961112 FORMER COMPANY: FORMER CONFORMED NAME: TEMPLETON SMALLER COMPANIES GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TEMPLETON GLOBAL FUNDS INC DATE OF NAME CHANGE: 19910115 0000350900 S000008758 Templeton Global Smaller Companies Fund C000023840 Class B C000023841 Class A TEMGX C000023842 Class C TESGX C000023843 Advisor Class TGSAX N-CSRS 1 tgscf_ncsrs022809.txt TGSCF NCSRS SEMI-ANNUAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-03143 ----------- TEMPLETON GLOBAL SMALLER COMPANIES FUND ------------------------------------------ (Exact name of registrant as specified in charter) 500 EAST BROWARD BLVD., SUITE 2100, FORT LAUDERDALE, FL 33394-3091 ------------------------------------------------------------------- (Address of principal executive offices) (Zip code) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ---------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (954) 527-7500 ---------------- Date of fiscal year end: 8/31 ------ Date of reporting period: 2/28/09 --------- ITEM 1. REPORTS TO STOCKHOLDERS. FEBRUARY 28, 2009 SEMIANNUAL REPORT AND SHAREHOLDER LETTER SIGN UP FOR EDELIVERY Log onto franklintempleton.com and click "My Profile" (GRAPHIC) GLOBAL TEMPLETON GLOBAL SMALLER COMPANIES FUND (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) Franklin - TEMPLETON - Mutual Series Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups-- Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS (GRAPHIC) Not part of the semiannual report Contents SHAREHOLDER LETTER ....................................................... 1 SEMIANNUAL REPORT Templeton Global Smaller Companies Fund .................................. 3 Performance Summary ...................................................... 8 Your Fund's Expenses ..................................................... 11 Financial Highlights and Statement of Investments ........................ 13 Financial Statements ..................................................... 21 Notes to Financial Statements ............................................ 25 Shareholder Information .................................................. 34
Shareholder Letter Dear Shareholder: During the six months ended February 28, 2009, world economies entered into a significant slowdown spawned by the U.S. housing and credit market crises. Despite coordinated efforts by many governments to address these problems, the severe economic conditions and high degree of uncertainty fueled market volatility. Most major equity indexes suffered double-digit losses for the reporting period. Although this difficult environment is bound to provoke great concern, we believe it is important to put short-term market developments in perspective. Keep in mind that as daunting as current conditions may be, we have navigated through other periods of high market volatility, including global markets' severe declines of 1987 and the bursting of the technology bubble in 2000. We remain committed to our long-term perspective and our disciplined investment philosophy. Therefore, we view recent declines as potential opportunities to find bargains that we believe may be well positioned to become eventual winners. Although conditions remain challenging, our experience gives us reason to be optimistic about the potential for future market stabilization and recovery. Templeton Global Smaller Companies Fund's semiannual report goes into greater detail about prevailing conditions during the period under review. In addition, the portfolio managers discuss investment management decisions and Fund performance for the period. You will also find performance data and financial information. Please remember that all securities markets fluctuate, as do mutual fund share prices. If you would like more frequent updates, franklintempleton.com provides daily prices, monthly performance figures, portfolio holdings and other information. You can also access your account, buy and sell shares, read timely NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the semiannual report | 1 articles, and find helpful financial planning tools. We hope you will take advantage of these online services. Historically, patient investors have achieved rewarding results by evaluating their goals, diversifying their assets globally and maintaining a disciplined investment program, all hallmarks of the Templeton investment philosophy developed more than 50 years ago. We continue to recommend investors consult their financial advisors and review their portfolios to design a long-term strategy and portfolio allocation that meet their individual needs, goals and risk tolerance. We firmly believe that most people benefit from professional advice, and that advice is invaluable as investors navigate current market conditions. We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to serving your investment needs in the years ahead. Sincerely, /s/ Gary P. Motyl Gary P. Motyl, CFA President and Chief Executive Officer - Investment Management Templeton Global Smaller Companies Fund THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. 2 | Not part of the semiannual report Semiannual Report Templeton Global Smaller Companies Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Templeton Global Smaller Companies Fund seeks to achieve long-term capital growth. Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities of smaller companies, anywhere in the world, including emerging markets. This semiannual report for Templeton Global Smaller Companies Fund covers the period ended February 28, 2009. PERFORMANCE OVERVIEW PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. For the six months under review, Templeton Global Smaller Companies Fund -Class A had a -49.46% cumulative total return. The Fund underperformed its benchmark, the Morgan Stanley Capital International (MSCI) World Index, which had a -43.38% total return for the same period.(1) Please note that index performance information is provided for reference and that we do not attempt to track the index, but rather undertake investments on the basis of fundamental research. You can find the Fund's long-term performance data in the Performance Summary beginning on page 8. ECONOMIC AND MARKET OVERVIEW During the six months ended February 28, 2009, global economic conditions continued to deteriorate. Business capital investment and consumer spending in the U.S. and abroad showed steep declines, unemployment rose steadily, and business and consumer confidence fell to new lows. In the U.S., gross (1.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. The MSCI World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 17. Semiannual Report | 3 GEOGRAPHIC BREAKDOWN Based on Total Net Assets as of 2/28/09 (BAR CHART) Asia 44.2% North America 27.5% Europe 20.6% Australia & New Zealand 5.6% Middle East & Africa 0.5% Short-Term Investments & Other Net Assets 1.6%
domestic product (GDP) fell 6.3% on an annualized basis in the fourth quarter of 2008.(2) GDP in the eurozone fell 1.5% in the final three months of 2008 and is expected to decelerate further in 2009.(3) The economic slowdown and the seize-up in global credit markets, accompanied by a decline in inflation indexes, led to easing of monetary policies in the U.S., Europe and many other industrialized and emerging countries. The U.S. Federal Reserve Board cut rates aggressively, as did the European Central Bank and the Bank of England. As of the end of the reporting period, interest rates in the U.S. were near zero. In addition, several countries enacted robust stimulus programs in response to the global slowdown. In February 2009, the U.S. Congress passed President Obama's fiscal stimulus package. The package totaled $787 billion and included tax cuts and government spending of nearly $600 billion in 2009-2010 alone. In Europe, deteriorating economic conditions led a number of large countries to also introduce substantial stimulus packages and to continue attempts to revive basic bank lending. China announced a fiscal stimulus package during the period, which equaled about 15% of the country's 2008 GDP.(4) Although most observers believed this figure overstated the actual stimulus effect, the package was significant and reflected Chinese authorities' desire to avoid the social unrest that might come with rising joblessness. With 6.8% year-over-year growth in fourth quarter 2008, China's GDP declined to its slowest growth rate in seven years, although it was still high relative to any other major economy.(5) Along with making five successive rate cuts in late 2008, Chinese authorities introduced a series of measures and public works projects to stimulate internal consumption and help offset a slowdown in export growth. Against this challenging economic backdrop, most global equity markets were volatile, and nearly all local indexes suffered significant losses for the six-month period. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies' balance sheets, primarily outside the banking industry, remained relatively strong. (2.) Source: Bureau of Economic Analysis. (3.) Source: European Central Bank. (4.) Source: International Monetary Fund. (5.) Source: National Bureau of Statistics, China. 4 | Semiannual Report INVESTMENT STRATEGY At Templeton, when choosing investments for this Fund, we take a bottom-up, value-oriented, long-term approach, focusing on the market price of a company's securities relative to our evaluation of the company's long-term earnings, asset value and cash flow growth potential. We also consider the company's price/earnings ratio, profit margins and liquidation value. MANAGER'S DISCUSSION During the period under review, several Fund holdings hindered performance. Among the largest detractors was U.K.-based Yule Catto, a leader in the chemical manufacturing industry. The company is focused on various niches within specialty chemical markets and historically has earned a relatively high margin on its products. Even though we believe Yule Catto manages its costs and asset utilization well, it underperformed several of its industry peers in the chemical sector during this period largely due to the market's focus on non-recurring charges related to restructuring. Based on our analysis, we believe performance may improve if plant closures and restructuring efforts begin to show results, and as recent dividends lend support to the share price. Pacific Brands is a manufacturer and wholesaler of several well-known consumer brands in Australia. Pacific is a well-run company, in our view, with market-leading brands across all of its product categories, most of which are basic types of clothing that generally enjoy more stable demand. Nonetheless, this wholesaler was not immune from the economic slowdown. At period-end, however, we felt the company's share price decline was overdone. Based in the San Francisco Bay Area, LeapFrog Enterprises is a leading technology-based educational toy and product manufacturer. The backbone for the company is education, as educational principles guide the core values behind LeapFrog's brands and products. LeapFrog has a strong brand name synonymous with electronic learning, a solid balance sheet and, in our view, significant turnaround potential. A very challenging economic environment negatively impacted the company's share price during the period, but we believed LeapFrog continued to offer attractive longer-term value. TOP 10 HOLDINGS 2/28/09
COMPANY % OF TOTAL SECTOR/INDUSTRY, COUNTRY NET ASSETS - ------------------------ ---------- Biovail Corp. 2.8% PHARMACEUTICALS, CANADA People's Food Holdings Ltd. 2.4% FOOD PRODUCTS, CHINA Steiner Leisure Ltd. 2.3% DIVERSIFIED CONSUMER SERVICES, BAHAMAS Iluka Resources Ltd. 2.3% METALS & MINING, AUSTRALIA Hibbett Sports Inc. 2.3% SPECIALTY RETAIL, U.S. Youngone Corp. 2.2% TEXTILES, APPAREL & LUXURY GOODS, SOUTH KOREA Tempur-Pedic International Inc. 2.1% HOUSEHOLD DURABLES, U.S. Total Access Communication Public Co. Ltd., fgn. 2.1% WIRELESS TELECOMMUNICATION SERVICES, THAILAND Chico's FAS Inc. 2.1% SPECIALTY RETAIL, U.S. Pihsiang Machinery Manufacturing Co. Ltd. 2.0% HEALTH CARE EQUIPMENT & SUPPLIES, TAIWAN
Semiannual Report | 5 It is important to recognize the effect of currency movements on the Fund's performance. In general, if the value of the U.S. dollar increases compared with a foreign currency, an investment traded in that foreign currency will decrease in value because it will be worth fewer U.S. dollars. This can have a negative effect on Fund performance. Conversely, when the U.S. dollar weakens in relation to a foreign currency, an investment traded in that foreign currency will increase in value, which can contribute to Fund performance. For the six months ended February 28, 2009, the U.S. dollar rose in value relative to most non-U.S. currencies. As a result, the Fund's performance was negatively affected by the Fund's predominant investment in securities with non-U.S. currency exposure. Several holdings performed well during the period under review. Biovail is a North American pharmaceutical company focused primarily on its drug delivery technology platform, which is used to develop better formulations of established drugs. The company has achieved this objective by developing multiple reformulations for partners such as GlaxoSmithKline, Johnson & Johnson and Sanofi-Aventis. According to our analysis, Biovail has strong research and development capabilities and a proven ability to control costs. Free cash flow yield has been solid, and the company has a successful track record of developing and commercializing new products. During the period, Biovail's stock price appreciated due to indications of good initial demand for a newly released central nervous system drug. Corinthian Colleges is a for-profit education company focused on preparing students for very specific careers. The company has been actively restructuring over the past few years by improving and centralizing infrastructure, consolidating brands, divesting underperforming colleges and improving operating efficiencies. We believe these changes have enabled Corinthian Colleges to take advantage of the cyclical upturn in the education sector. Over the past few quarters, student growth for the education sector and Corinthian has been robust, and as a result the stock has performed well. We sought to take advantage of the strong share price to trim our position. 6 | Semiannual Report Largely as a consequence of recent market changes and the availability of attractive investment candidates for the Fund, our trustees elected to open Templeton Global Smaller Companies Fund to new investors beginning on December 15, 2008. Thank you for your continued participation in Templeton Global Smaller Companies Fund. We look forward to serving your future investment needs. (PHOTO OF BRADLEY RADIN) /s/ Bradley Radin Bradley Radin, CFA (PHOTO OF HARLAN B. HODES) /s/ Harlan B. Hodes Harlan B. Hodes, CPA (PHOTO OF CYNTHIA L. SWEETING) /s/ Cynthia L. Sweeting Cynthia L. Sweeting, CFA Portfolio Management Team Templeton Global Smaller Companies Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Semiannual Report | 7 Performance Summary as of 2/28/09 Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION
CLASS A (SYMBOL: TEMGX) CHANGE 2/28/09 8/31/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$3.99 $2.98 $6.97 DISTRIBUTIONS (9/1/08-2/28/09) Dividend Income $0.0853 Long-Term Capital Gain $0.5427 TOTAL $0.6280
CLASS B (SYMBOL: N/A) CHANGE 2/28/09 8/31/08 - --------------------- ------ ------- ------- Net Asset Value (NAV) -$3.78 $2.85 $6.63 DISTRIBUTIONS (9/1/08-2/28/09) Dividend Income $0.0207 Long-Term Capital Gain $0.5427 TOTAL $0.5634
CLASS C (SYMBOL: TESGX) CHANGE 2/28/09 8/31/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$3.85 $2.92 $6.77 DISTRIBUTIONS (9/1/08-2/28/09) Dividend Income $0.0227 Long-Term Capital Gain $0.5427 TOTAL $0.5654
ADVISOR CLASS (SYMBOL: TGSAX) CHANGE 2/28/09 8/31/08 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) -$4.01 $2.99 $7.00 DISTRIBUTIONS (9/1/08-2/28/09) Dividend Income $0.1019 Long-Term Capital Gain $0.5427 TOTAL $0.6446
8 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES.
CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- ------- Cumulative Total Return(1) -49.46% -52.21% -32.88% +8.19% Average Annual Total Return(2) -52.40% -54.96% -8.74% +0.19% Value of $10,000 Investment(3) $ 4,760 $ 4,504 $ 6,329 $10,192 Avg. Ann. Total Return (3/31/09)(4) -51.73% -7.12% +0.66% Total Annual Operating Expenses(5) 1.35%
CLASS B 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- ------- Cumulative Total Return(1) -49.67% -52.54% -35.34% +1.59% Average Annual Total Return(2) -51.39% -54.16% -8.54% +0.16% Value of $10,000 Investment(3) $ 4,861 $ 4,584 $ 6,400 $10,159 Avg. Ann. Total Return (3/31/09)(4) -50.90% -6.89% +0.64% Total Annual Operating Expenses(5) 2.12%
CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- ------- Cumulative Total Return(1) -49.65% -52.53% -35.23% +0.62% Average Annual Total Return(2) -50.08% -52.94% -8.32% +0.06% Value of $10,000 Investment(3) $ 4,992 $ 4,706 $ 6,477 $10,062 Avg. Ann. Total Return (3/31/09)(4) -49.60% -6.70% +0.51% Total Annual Operating Expenses(5) 2.09%
ADVISOR CLASS 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------- ------- ------- ------- ------- Cumulative Total Return(1) -49.30% -51.98% -31.92% +11.30% Average Annual Total Return(2) -49.30% -51.98% -7.40% +1.08% Value of $10,000 Investment(3) $ 5,070 $ 4,802 $ 6,808 $11,130 Avg. Ann. Total Return (3/31/09)(4) -48.72% -5.80% +1.52% Total Annual Operating Expenses(5) 1.12%
PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Semiannual Report | 9 Performance Summary (CONTINUED) ENDNOTES SPECIAL RISKS ARE ASSOCIATED WITH FOREIGN INVESTING, INCLUDING CURRENCY FLUCTUATIONS, ECONOMIC INSTABILITY AND POLITICAL DEVELOPMENTS. INVESTMENTS IN EMERGING MARKETS INVOLVE HEIGHTENED RISKS RELATED TO THE SAME FACTORS, IN ADDITION TO THOSE ASSOCIATED WITH THESE MARKETS' SMALLER SIZE AND LESSER LIQUIDITY. IN ADDITION, SMALLER-COMPANY STOCKS HAVE HISTORICALLY EXHIBITED GREATER PRICE VOLATILITY THAN LARGE-COMPANY STOCKS, PARTICULARLY OVER THE SHORT TERM. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. (3.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Figures are as stated in the Fund's prospectus current as of the date of this report. 10 | Semiannual Report Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 11 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses.
BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 505.40 $ 5.60 Hypothetical (5% return before expenses) $1,000 $1,017.36 $ 7.50 CLASS B Actual $1,000 $ 503.30 $ 8.54 Hypothetical (5% return before expenses) $1,000 $1,013.44 $11.43 CLASS C Actual $1,000 $ 503.50 $ 8.54 Hypothetical (5% return before expenses) $1,000 $1,013.44 $11.43 ADVISOR CLASS Actual $1,000 $ 507.00 $ 4.82 Hypothetical (5% return before expenses) $1,000 $1,018.40 $ 6.46
* Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.50%; B: 2.29%; C: 2.29%; and Advisor: 1.29%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 12 | Semiannual Report Templeton Global Smaller Companies Fund FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEAR ENDED AUGUST 31, FEBRUARY 28, 2009 ---------------------------------------------------------------- CLASS A (UNAUDITED) 2008 2007 2006 2005 2004 - ------- ----------------- -------- ---------- ---------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 6.97 $ 10.13 $ 9.09 $ 9.82 $ 8.69 $ 7.16 -------- -------- ---------- ---------- -------- -------- Income from investment operations(a): Net investment income(b) ........... 0.03 0.07 0.06 0.08 0.12 0.07 Net realized and unrealized gains (losses) ........................ (3.39) (2.27) 2.13 0.83 2.02 1.56 -------- -------- ---------- ---------- -------- -------- Total from investment operations ...... (3.36) (2.20) 2.19 0.91 2.14 1.63 -------- -------- ---------- ---------- -------- -------- Less distributions from: Net investment income .............. (0.09) (0.10) (0.12) (0.14) (0.10) (0.10) Net realized gains ................. (0.54) (0.86) (1.03) (1.50) (0.91) -- -------- -------- ---------- ---------- -------- -------- Total distributions ................... (0.63) (0.96) (1.15) (1.64) (1.01) (0.10) -------- -------- ---------- ---------- -------- -------- Redemption fees(c) .................... -- --(d) --(d) --(d) --(d) --(d) -------- -------- ---------- ---------- -------- -------- Net asset value, end of period ........ $ 2.98 $ 6.97 $ 10.13 $ 9.09 $ 9.82 $ 8.69 ======== ======== ========== ========== ======== ======== Total return(e) ....................... (49.46)% (23.88)% 26.52% 11.66% 26.78% 23.04% RATIOS TO AVERAGE NET ASSETS(f) Expenses(g) ........................... 1.50% 1.35% 1.32% 1.34% 1.35% 1.42% Net investment income ................. 1.43% 0.93% 0.68% 0.90% 1.33% 0.91% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $409,440 $936,192 $1,470,895 $1,128,415 $949,606 $744,017 Portfolio turnover rate ............... 14.95% 17.46% 28.07% 33.90% 41.58% 31.69%
(a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Amount rounds to less than $0.01 per share. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Semiannual Report | 13 Templeton Global Smaller Companies Fund FINANCIAL HIGHLIGHTS (CONTINUED)
SIX MONTHS ENDED YEAR ENDED AUGUST 31, FEBRUARY 28, 2009 --------------------------------------------------- CLASS B (UNAUDITED) 2008 2007 2006 2005 2004 - ------- ----------------- ------- ------ ------ ------ ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 6.63 $ 9.68 $ 8.72 $ 9.50 $ 8.42 $ 6.97 ------- ------- ------ ------ ------ ------ Income from investment operations(a): Net investment income (loss)(b) .... 0.01 0.01 (0.01) 0.01 0.06 0.02 Net realized and unrealized gains (losses) ........................ (3.23) (2.17) 2.05 0.81 1.95 1.52 ------- ------- ------ ------ ------ ------ Total from investment operations ...... (3.22) (2.16) 2.04 0.82 2.01 1.54 ------- ------- ------ ------ ------ ------ Less distributions from: Net investment income .............. (0.02) (0.03) (0.05) (0.10) (0.02) (0.09) Net realized gains ................. (0.54) (0.86) (1.03) (1.50) (0.91) -- ------- ------- ------ ------ ------ ------ Total distributions ................... (0.56) (0.89) (1.08) (1.60) (0.93) (0.09) ------- ------- ------ ------ ------ ------ Redemption fees(c) .................... -- --(d) --(d) --(d) --(d) --(d) ------- ------- ------ ------ ------ ------ Net asset value, end of period ........ $ 2.85 $ 6.63 $ 9.68 $ 8.72 $ 9.50 $ 8.42 ======= ======= ====== ====== ====== ====== Total return(e) ....................... (49.67)% (24.47)% 25.69% 10.74% 25.86% 22.23% RATIOS TO AVERAGE NET ASSETS(f) Expenses(g) ........................... 2.29% 2.12% 2.07% 2.09% 2.10% 2.16% Net investment income (loss) .......... 0.64% 0.16% (0.07)% 0.15% 0.58% 0.17% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $ 1,730 $ 4,470 $9,010 $8,027 $7,983 $4,896 Portfolio turnover rate ............... 14.95% 17.46% 28.07% 33.90% 41.58% 31.69%
(a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Amount rounds to less than $0.01 per share. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 14 | Semiannual Report Templeton Global Smaller Companies Fund FINANCIAL HIGHLIGHTS (CONTINUED)
SIX MONTHS ENDED YEAR ENDED AUGUST 31, FEBRUARY 28, 2009 ------------------------------------------------------- CLASS C (UNAUDITED) 2008 2007 2006 2005 2004 - ------- ----------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 6.77 $ 9.86 $ 8.88 $ 9.65 $ 8.55 $ 7.05 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income (loss)(b) .... 0.01 0.01 --(c) 0.01 0.06 0.02 Net realized and unrealized gains (losses) ........................ (3.30) (2.21) 2.07 0.83 1.98 1.54 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (3.29) (2.20) 2.07 0.84 2.04 1.56 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.02) (0.03) (0.06) (0.11) (0.03) (0.06) Net realized gains ................. (0.54) (0.86) (1.03) (1.50) (0.91) -- ------- ------- ------- ------- ------- ------- Total distributions ................... (0.56) (0.89) (1.09) (1.61) (0.94) (0.06) ------- ------- ------- ------- ------- ------- Redemption fees(d) .................... -- --(c) --(c) --(c) --(c) --(c) ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 2.92 $ 6.77 $ 9.86 $ 8.88 $ 9.65 $ 8.55 ======= ======= ======= ======= ======= ======= Total return(e) ....................... (49.65)% (24.38)% 25.58% 10.89% 25.74% 22.07% RATIOS TO AVERAGE NET ASSETS(f) Expenses(g) ........................... 2.29% 2.09% 2.06% 2.09% 2.10% 2.17% Net investment income (loss) .......... 0.64% 0.19% (0.06)% 0.15% 0.58% 0.16% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $19,704 $49,346 $98,269 $71,857 $55,448 $30,741 Portfolio turnover rate ............... 14.95% 17.46% 28.07% 33.90% 41.58% 31.69%
(a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Amount rounds to less than $0.01 per share. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Semiannual Report | 15 Templeton Global Smaller Companies Fund FINANCIAL HIGHLIGHTS (CONTINUED)
SIX MONTHS ENDED YEAR ENDED AUGUST 31, FEBRUARY 28, 2009 ---------------------------------------------------- ADVISOR CLASS (UNAUDITED) 2008 2007 2006 2005 2004 - ------------- ----------------- -------- -------- ------- ------- ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ................ $ 7.00 $ 10.17 $ 9.11 $ 9.84 $ 8.71 $ 7.17 --------- -------- -------- ------- ------- ------ Income from investment operations(a): Net investment income(b) ......................... 0.03 0.10 0.10 0.11 0.16 0.10 Net realized and unrealized gains (losses) ....... (3.40) (2.29) 2.13 0.82 2.01 1.56 --------- -------- -------- ------- ------- ------ Total from investment operations .................... (3.37) (2.19) 2.23 0.93 2.17 1.66 --------- -------- -------- ------- ------- ------ Less distributions from: Net investment income ............................ (0.10) (0.12) (0.14) (0.16) (0.13) (0.12) Net realized gains ............................... (0.54) (0.86) (1.03) (1.50) (0.91) -- --------- -------- -------- ------- ------- ------ Total distributions ................................. (0.64) (0.98) (1.17) (1.66) (1.04) (0.12) --------- -------- -------- ------- ------- ------ Redemption fees(c) .................................. -- --(d) --(d) --(d) --(d) --(d) --------- -------- -------- ------- ------- ------ Net asset value, end of period ...................... $ 2.99 $ 7.00 $ 10.17 $ 9.11 $ 9.84 $ 8.71 ========= ======== ======== ======= ======= ====== Total return(e) (49.30)% (23.69)% 26.98% 11.83% 27.07% 23.30% RATIOS TO AVERAGE NET ASSETS(f) Expenses(g) ......................................... 1.29% 1.12% 1.07% 1.09% 1.10% 1.17% Net investment income ............................... 1.64% 1.16% 0.93% 1.15% 1.58% 1.16% SUPPLEMENTAL DATA Net assets, end of period (000's) ................... $ 78,451 $126,003 $117,115 $60,588 $39,912 $9,329 Portfolio turnover rate ............................. 14.95% 17.46% 28.07% 33.90% 41.58% 31.69%
(a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Amount rounds to less than $0.01 per share. (e) Total return is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 16 | Semiannual Report Templeton Global Smaller Companies Fund STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (UNAUDITED)
INDUSTRY SHARES/RIGHTS VALUE ---------------------------------------------- ------------- ------------- COMMON STOCKS AND RIGHTS 98.4% AUSTRALIA 5.6% Billabong International Ltd. ................ Textiles, Apparel & Luxury Goods 369,406 $ 1,658,760 Downer EDI Ltd. ............................. Commercial Services & Supplies 2,485,055 5,944,974 Emeco Holdings Ltd. ......................... Trading Companies & Distributors 17,495,152 3,357,232 (a) Iluka Resources Ltd. ........................ Metals & Mining 4,230,980 11,637,289 Pacific Brands Ltd. ......................... Distributors 9,506,660 1,368,210 PaperlinX Ltd. .............................. Paper & Forest Products 10,456,146 4,614,909 ------------- 28,581,374 ------------- BAHAMAS 2.3% (a) Steiner Leisure Ltd. ........................ Diversified Consumer Services 464,960 11,721,642 ------------- BELGIUM 1.4% Barco NV .................................... Electronic Equipment, Instruments & Components 435,919 7,266,097 ------------- CANADA 5.9% (a) ATS Automation Tooling Systems Inc. ......... Machinery 885,180 2,420,862 Biovail Corp. ............................... Pharmaceuticals 1,330,900 14,141,041 Canaccord Capital Inc. ...................... Capital Markets 1,926,100 6,539,158 Dorel Industries Inc., B .................... Household Durables 171,100 2,659,718 (a) GSI Group Inc. .............................. Electronic Equipment, Instruments & Components 1,071,820 1,018,229 (a) MDS Inc. .................................... Life Sciences Tools & Services 426,700 2,816,834 (a) Mega Brands Inc. ............................ Leisure Equipment & Products 772,900 382,669 ------------- 29,978,511 ------------- CAYMAN ISLANDS 0.9% Stella International Holdings Ltd. .......... Textiles, Apparel & Luxury Goods 4,231,000 4,746,485 ------------- CHINA 5.5% (a) AAC Acoustic Technologies Holdings Inc. ..... Communications Equipment 9,478,000 3,800,904 (a) Bio-Treat Technology Ltd. ................... Commercial Services & Supplies 20,490,417 529,314 People's Food Holdings Ltd. ................. Food Products 29,293,000 12,107,282 Sinotrans Ltd., H ........................... Air Freight & Logistics 53,339,000 7,978,342 (a) TCL Communication Technology Holdings Ltd. .. Communications Equipment 14,387,887 1,224,477 Weiqiao Textile Co. Ltd., H ................. Textiles, Apparel & Luxury Goods 9,651,000 2,551,150 ------------- 28,191,469 ------------- FINLAND 2.6% Amer Sports OYJ ............................. Leisure Equipment & Products 778,180 5,460,461 (a) Elcoteq SE, A ............................... Communications Equipment 756,951 1,112,155 Huhtamaki OYJ ............................... Containers & Packaging 863,810 6,356,732 ------------- 12,929,348 ------------- GERMANY 0.9% (a) Jenoptik AG ................................. Electronic Equipment, Instruments & Components 977,110 4,381,131 ------------- HONG KONG 7.9% Asia Satellite Telecommunications Holdings Ltd. ..................................... Diversified Telecommunication Services 3,454,500 3,608,112 Dah Sing Financial Group .................... Commercial Banks 3,486,400 8,991,186
Semiannual Report | 17 Templeton Global Smaller Companies Fund STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (UNAUDITED) (CONTINUED)
INDUSTRY SHARES/RIGHTS VALUE ---------------------------------------------- ------------- ------------- COMMON STOCKS AND RIGHTS (CONTINUED) HONG KONG (CONTINUED) Fountain Set (Holdings) Ltd. ................ Textiles, Apparel & Luxury Goods 33,524,000 $ 1,404,912 Giordano International Ltd. ................. Specialty Retail 31,651,348 7,428,026 Hopewell Holdings Ltd. ...................... Real Estate Management & Development 2,982,000 8,459,411 Hung Hing Printing Group Ltd. ............... Containers & Packaging 20,862,508 2,663,247 Yue Yuen Industrial Holdings Ltd. ........... Textiles, Apparel & Luxury Goods 4,196,500 7,857,125 ------------- 40,412,019 ------------- ISRAEL 0.5% (a) Orbotech Ltd. ............................... Electronic Equipment, Instruments & Components 614,700 2,520,270 ------------- JAPAN 7.4% Aiful Corp. ................................. Consumer Finance 1,084,850 1,144,931 Asics Corp. ................................. Textiles, Apparel & Luxury Goods 36,000 227,225 Descente Ltd. ............................... Textiles, Apparel & Luxury Goods 2,333,000 8,247,195 MEITEC Corp. ................................ Professional Services 239,900 3,286,503 Nichii Gakkan Co. ........................... Health Care Providers & Services 528,500 8,133,685 Sangetsu Co. Ltd. ........................... Household Durables 186,800 3,847,205 Sohgo Security Services Co. Ltd. ............ Commercial Services & Supplies 737,400 6,074,795 Takuma Co. Ltd. ............................. Machinery 2,627,000 3,526,175 USS Co. Ltd. ................................ Specialty Retail 81,030 3,296,164 ------------- 37,783,878 ------------- NETHERLANDS 5.3% Draka Holding NV ............................ Electrical Equipment 235,136 1,652,621 Imtech NV ................................... Construction & Engineering 577,230 7,417,208 OPG Groep NV ................................ Health Care Providers & Services 838,560 7,105,584 SBM Offshore NV ............................. Energy Equipment & Services 379,423 5,024,435 USG People NV ............................... Professional Services 699,400 5,828,959 ------------- 27,028,807 ------------- NORWAY 0.5% Tomra Systems ASA Machinery 715,996 2,420,280 ------------- PHILIPPINES 0.0%(b) (a) First Gen Corp. ............................. Independent Power Producers & Energy Traders 610,000 194,188 ------------- SINGAPORE 1.1% Huan Hsin Holdings Ltd. ..................... Electronic Equipment, Instruments & Components 6,101,000 945,617 (a) Osim International Ltd. ..................... Specialty Retail 7,850,200 253,486 (a) Osim International Ltd., rts., 3/17/09 ...... Specialty Retail 1,744,488 -- Venture Corp. Ltd. .......................... Electronic Equipment, Instruments & Components 1,322,000 4,200,484 ------------- 5,399,587 ------------- SOUTH KOREA 7.4% Busan Bank .................................. Commercial Banks 1,793,670 6,059,024 (a) Busan Bank, rts., 3/06/09 ................... Commercial Banks 391,299 45,932 Daeduck Electronics Co. Ltd. ................ Electronic Equipment, Instruments & Components 1,221,875 2,235,064 Daegu Bank Co. Ltd. ......................... Commercial Banks 1,249,460 4,758,451 Halla Climate Control Corp. ................. Auto Components 1,104,000 5,025,218
18 | Semiannual Report Templeton Global Smaller Companies Fund STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (UNAUDITED) (CONTINUED)
INDUSTRY SHARES/RIGHTS VALUE ---------------------------------------------- ------------- ------------- COMMON STOCKS AND RIGHTS (CONTINUED) SOUTH KOREA (CONTINUED) INTOPS Co. Ltd. ............................. Electronic Equipment, Instruments & Components 223,678 $ 2,166,108 People & Telecommunication Inc. ............. Communications Equipment 612,718 2,697,086 Sindo Ricoh Co. ............................. Office Electronics 110,350 3,583,703 Youngone Corp. .............................. Textiles, Apparel & Luxury Goods 1,990,740 11,112,677 ------------- 37,683,263 ------------- SPAIN 0.7% Sol Melia SA ................................ Hotels, Restaurants & Leisure 1,078,193 3,700,882 ------------- SWEDEN 0.5% (c) D. Carnegie & Co. AB ........................ Capital Markets 2,352,546 -- Niscayah Group AB ........................... Commercial Services & Supplies 3,472,830 2,446,292 ------------- 2,446,292 ------------- SWITZERLAND 1.5% Verwaltungs- und Privat-Bank AG ............. Capital Markets 75,518 4,838,829 Vontobel Holding AG ......................... Capital Markets 160,170 2,490,469 ------------- 7,329,298 ------------- TAIWAN 10.0% AcBel Polytech Inc. ......................... Electrical Equipment 13,333,086 5,067,297 D-Link Corp. ................................ Communications Equipment 11,616,430 6,406,547 Giant Manufacturing Co. Ltd. ................ Leisure Equipment & Products 3,866,100 7,379,782 Pihsiang Machinery Manufacturing Co. Ltd. ... Health Care Equipment & Supplies 8,528,000 10,356,908 Simplo Technology Co. Ltd. .................. Computers & Peripherals 2,602,996 6,865,453 (a) Ta Chong Bank Ltd. .......................... Commercial Banks 52,393,000 5,030,447 Taiwan Fu Hsing ............................. Building Products 9,336,180 2,651,854 Test-Rite International Co. Ltd. ............ Distributors 16,626,237 7,269,079 ------------- 51,027,367 ------------- THAILAND 4.9% Bank of Ayudhya Public Co. Ltd., NVDR ....... Commercial Banks 18,625,300 4,556,570 Glow Energy Public Co. Ltd., fgn. ........... Independent Power Producers & Energy Traders 16,956,900 9,749,924 Total Access Communication Public Co. Ltd., fgn. ..................................... Wireless Telecommunication Services 12,815,000 10,636,450 ------------- 24,942,944 ------------- UNITED KINGDOM 7.2% Bodycote PLC ................................ Machinery 2,576,506 4,358,483 Burberry Group PLC .......................... Textiles, Apparel & Luxury Goods 804,310 2,957,057 Fiberweb PLC ................................ Personal Products 6,160,581 2,710,004 Future PLC .................................. Media 11,231,610 2,570,781 GAME Group PLC .............................. Specialty Retail 3,113,050 6,513,059 Henderson Group PLC ......................... Capital Markets 9,149,752 10,340,451 New Star Asset Management Group PLC ......... Capital Markets 7,488,090 199,245 Yell Group PLC .............................. Media 7,191,240 2,134,641 Yule Catto & Co. PLC ........................ Chemicals 6,523,350 4,875,959 ------------- 36,659,680 -------------
Semiannual Report | 19 Templeton Global Smaller Companies Fund STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (UNAUDITED) (CONTINUED)
INDUSTRY SHARES/RIGHTS VALUE ---------------------------------------------- ------------- ------------- COMMON STOCKS AND RIGHTS (CONTINUED) UNITED STATES 18.4% (a) BearingPoint Inc. ........................... IT Services 60,305 $ 4,342 (a) Chico's FAS Inc. ............................ Specialty Retail 2,322,130 10,519,249 (a) Corinthian Colleges Inc. .................... Diversified Consumer Services 283,480 5,584,556 (a) Fossil Inc. ................................. Textiles, Apparel & Luxury Goods 323,440 4,081,813 (a) Hibbett Sports Inc. ......................... Specialty Retail 821,570 11,518,411 (a) JAKKS Pacific Inc. .......................... Leisure Equipment & Products 483,990 6,132,153 K-Swiss Inc., A ............................. Textiles, Apparel & Luxury Goods 891,120 8,875,555 (a, d) Leapfrog Enterprises Inc. ................... Leisure Equipment & Products 2,971,610 4,279,118 Legg Mason Inc. ............................. Capital Markets 531,910 6,824,405 (a) Pier 1 Imports Inc. ......................... Specialty Retail 3,257,950 684,170 PNM Resources Inc. .......................... Multi-Utilities 327,220 2,516,322 (a) RC2 Corp. ................................... Leisure Equipment & Products 292,400 1,371,356 Scholastic Corp. ............................ Media 363,740 4,004,777 (a) Sealy Corp. ................................. Household Durables 3,655,420 2,924,336 Tempur-Pedic International Inc. ............. Household Durables 1,753,710 10,767,779 (a) VASCO Data Security International Inc. ...... Software 275,340 1,360,180 (a) Volcom Inc. ................................. Textiles, Apparel & Luxury Goods 318,960 2,538,922 (a, d) West Marine Inc. ............................ Specialty Retail 1,991,430 9,817,750 ------------- 93,805,194 ------------- TOTAL COMMON STOCKS AND RIGHTS (COST $1,100,570,350) ..................... 501,150,006 -------------
PRINCIPAL AMOUNT ------------- SHORT TERM INVESTMENTS (COST $8,149,919) 1.6% U.S. GOVERNMENT AND AGENCY SECURITY 1.6% (e) FHLB, 3/02/09 ............................... $ 8,150,000 8,150,000 ------------- TOTAL INVESTMENTS (COST $1,108,720,269) 100.0% ............. 509,300,006 OTHER ASSETS, LESS LIABILITIES 0.0%(b) ...... 25,208 ------------- NET ASSETS 100.0% ........................... $ 509,325,214 =============
See Abbreviations on page 33. (a) Non-income producing for the twelve months ended February 28, 2009. (b) Rounds to less than 0.1% of net assets. (c) Security has been deemed illiquid because it may not be able to be sold within seven days. At February 28, 2009, the value of this security was $0. (d) See Note 8 regarding holdings of 5% voting securities. (e) The security is traded on a discount basis with no stated coupon rate. The accompanying notes are an integral part of these financial statements. 20 | Semiannual Report Templeton Global Smaller Companies Fund FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES February 28, 2009 (unaudited) Assets: Investments in securities: Cost - Unaffiliated issuers ......................... $1,048,068,052 Cost - Non-controlled affiliated issuers (Note 8) ... 60,652,217 -------------- Total cost of investments ........................... $1,108,720,269 ============== Value - Unaffiliated issuers ........................ $ 495,203,138 Value - Non-controlled affiliated issuers (Note 8) .. 14,096,868 -------------- Total value of investments .......................... 509,300,006 Cash ................................................... 1,770 Foreign currency, at value (cost $ 151) ................ 149 Receivables: Investment securities sold .......................... 494,345 Capital shares sold ................................. 288,204 Dividends and interest .............................. 1,601,778 Other assets ........................................... 649,628 -------------- Total assets ..................................... 512,335,880 -------------- Liabilities: Payables: Investment securities purchased ..................... 774,019 Capital shares redeemed ............................. 1,243,804 Affiliates .......................................... 556,375 Unaffiliated transfer agent fees .................... 196,155 Accrued expenses and other liabilities ................. 240,313 -------------- Total liabilities ................................ 3,010,666 -------------- Net assets, at value .......................... $ 509,325,214 ============== Net assets consist of: Paid-in capital ........................................ $1,180,617,008 Undistributed net investment income .................... 4,810,255 Net unrealized appreciation (depreciation) ............. (599,858,590) Accumulated net realized gain (loss) ................... (76,243,459) -------------- Net assets, at value .......................... $ 509,325,214 ==============
The accompanying notes are an integral part of these financial statements. Semiannual Report | 21 Templeton Global Smaller Companies Fund FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 (unaudited) CLASS A: Net assets, at value .................................................... $409,439,515 ------------ Shares outstanding ...................................................... 137,253,745 ------------ Net asset value per share(a) ............................................ $ 2.98 ------------ Maximum offering price per share (net asset value per share / 94.25%) ... $ 3.16 ------------ CLASS B: Net assets, at value .................................................... $ 1,730,038 ------------ Shares outstanding ...................................................... 606,341 ------------ Net asset value and maximum offering price per share(a) ................. $ 2.85 ------------ CLASS C: Net assets, at value .................................................... $ 19,704,418 ------------ Shares outstanding ...................................................... 6,748,866 ------------ Net asset value and maximum offering price per share(a) ................. $ 2.92 ------------ ADVISOR CLASS: Net assets, at value .................................................... $ 78,451,243 ------------ Shares outstanding ...................................................... 26,261,557 ------------ Net asset value and maximum offering price per share .................... $ 2.99 ------------
(a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 22 | Semiannual Report Templeton Global Smaller Companies Fund FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the six months ended February 28, 2009 (unaudited) Investment income: Dividends (net of foreign taxes of $ 496,688) ...................................... $ 9,862,566 Interest ........................................................................... 175,832 ------------- Total investment income ...................................................... 10,038,398 ------------- Expenses: Management fees (Note 3a) .......................................................... 2,581,358 Administrative fees (Note 3b) ...................................................... 467,380 Distribution fees: (Note 3c) Class A ......................................................................... 604,597 Class B ......................................................................... 12,530 Class C ......................................................................... 145,950 Transfer agent fees (Note 3e) ...................................................... 1,013,910 Custodian fees (Note 4) ............................................................ 112,002 Reports to shareholders ............................................................ 68,878 Registration and filing fees ....................................................... 94,982 Professional fees .................................................................. 19,864 Trustees' fees and expenses ........................................................ 56,134 Other .............................................................................. 19,611 ------------- Total expenses ............................................................... 5,197,196 Expense reductions (Note 4) .................................................. (813) ------------- Net expenses .............................................................. 5,196,383 ------------- Net investment income .................................................. 4,842,015 ------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments ..................................................................... (86,761,431) Foreign currency transactions ................................................... (401,519) ------------- Net realized gain (loss) .................................................. (87,162,950) ------------- Net change in unrealized appreciation (depreciation) on: Investments ..................................................................... (449,655,929) Translation of other assets and liabilities denominated in foreign currencies .. (373,858) ------------- Net change in unrealized appreciation (depreciation) ...................... (450,029,787) ------------- Net realized and unrealized gain (loss) ............................................... (537,192,737) ------------- Net increase (decrease) in net assets resulting from operations ....................... $(532,350,722) =============
The accompanying notes are an integral part of these financial statements. Semiannual Report | 23 Templeton Global Smaller Companies Fund FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED FEBRUARY 28, 2009 YEAR ENDED (UNAUDITED) AUGUST 31, 2008 ----------------- --------------- Increase (decrease) in net assets: Operations: Net investment income ................................................................ $ 4,842,015 $ 12,536,230 Net realized gain (loss) from investments and foreign currency transactions .......... (87,162,950) 109,572,815 Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies .................... (450,029,787) (516,437,027) -------------- -------------- Net increase (decrease) in net assets resulting from operations ................ (532,350,722) (394,327,982) -------------- -------------- Distributions to shareholders from: Net investment income: Class A ........................................................................... (10,399,161) (14,287,758) Class B ........................................................................... (11,709) (23,467) Class C ........................................................................... (143,310) (306,005) Advisor Class ..................................................................... (2,277,049) (1,436,355) Net realized gains: Class A ........................................................................... (66,168,239) (125,660,828) Class B ........................................................................... (306,993) (796,890) Class C ........................................................................... (3,426,195) (8,455,957) Advisor Class ..................................................................... (12,127,130) (10,615,063) -------------- -------------- Total distributions to shareholders ..................................................... (94,859,786) (161,582,323) -------------- -------------- Capital share transactions: (Note 2) Class A ........................................................................... (6,908,615) (61,748,809) Class B ........................................................................... (409,567) (1,772,174) Class C ........................................................................... (3,094,506) (18,880,962) Advisor Class ..................................................................... 30,937,536 59,030,152 -------------- -------------- Total capital share transactions ........................................................ 20,524,848 (23,371,793) -------------- -------------- Redemption fees ......................................................................... -- 3,148 -------------- -------------- Net increase (decrease) in net assets ....................................... (606,685,660) (579,278,950) Net assets: Beginning of period ..................................................................... 1,116,010,874 1,695,289,824 -------------- -------------- End of period ........................................................................... $ 509,325,214 $1,116,010,874 ============== ============== Undistributed net investment income included in net assets: End of period ........................................................................... $ 4,810,255 $ 12,799,469 ============== ==============
The accompanying notes are an integral part of these financial statements. 24 | Semiannual Report Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Templeton Global Smaller Companies Fund (Fund) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company. The Fund offers four classes of shares: Class A, Class B, Class C, and Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. The following summarizes the Fund's significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined. The Fund has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depository Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Fund's Board of Trustees. Semiannual Report | 25 Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Fund's Board of Trustees. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. C. FOREIGN CURRENCY CONTRACTS When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. D. INCOME TAXES No provision has been made for U.S. income taxes because it is the Fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of February 28, 2009, and has determined that no provision for income tax is required in the Fund's financial statements. 26 | Semiannual Report Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. INCOME TAXES (CONTINUED) Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. E. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Fund is notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Realized and unrealized gains and losses and net investment income, not including class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses. F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. G. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any Fund shares that were redeemed or exchanged within seven calendar days following their purchase date. The redemption fee was 2% of the amount redeemed. Such fees were retained by the Fund and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. Semiannual Report | 27 Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At February 28, 2009, there were an unlimited number of shares authorized (without par value). Transactions in the Fund's shares were as follows:
SIX MONTHS ENDED YEAR ENDED FEBRUARY 28, 2009 AUGUST 31, 2008 -------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------ ----------- ------------- CLASS A SHARES: Shares sold ........................ 4,137,010 $ 16,933,989 12,337,464 $ 107,834,035 Shares issued in reinvestment of distributions ................... 19,523,841 67,357,253 13,411,128 121,882,020 Shares redeemed .................... (20,658,379) (91,199,857) (36,641,340) (291,464,864) ----------- ------------ ----------- ------------- Net increase (decrease) ............ 3,002,472 $ (6,908,615) (10,892,748) $ (61,748,809) =========== ============ =========== ============= CLASS B SHARES: Shares sold ........................ 15,324 $ 60,541 26,524 $ 224,015 Shares issued in reinvestment of distributions ................... 87,357 288,277 83,602 727,290 Shares redeemed .................... (170,343) (758,385) (366,943) (2,723,479) ----------- ------------ ----------- ------------- Net increase (decrease) ............ (67,662) $ (409,567) (256,817) $ (1,772,174) =========== ============ =========== ============= CLASS C SHARES: Shares sold ........................ 319,770 $ 1,182,383 545,994 $ 4,530,362 Shares issued in reinvestment of distributions ................... 842,760 2,848,530 741,530 6,580,741 Shares redeemed .................... (1,704,458) (7,125,419) (3,958,737) (29,992,065) ----------- ------------ ----------- ------------- Net increase (decrease) ............ (541,928) $ (3,094,506) (2,671,213) $ (18,880,962) =========== ============ =========== ============= ADVISOR CLASS SHARES: Shares sold ........................ 6,832,513 $ 27,874,649 9,517,914 $ 80,904,523 Shares issued in reinvestment of distributions ................... 4,079,917 14,075,713 1,256,440 11,395,819 Shares redeemed .................... (2,647,116) (11,012,826) (4,290,289) (33,270,190) ----------- ------------ ----------- ------------- Net increase (decrease) ............ 8,265,314 $ 30,937,536 6,484,065 $ 59,030,152 =========== ============ =========== =============
28 | Semiannual Report Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:
SUBSIDIARY AFFILIATION - ---------- -------------------------------- Franklin Templeton Investment Corp. (FTIC) Investment manager Templeton Investment Counsel, LLC (TIC) Investment manager - sub advisor Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent
A. MANAGEMENT FEES The Fund pays an investment management fee to FTIC based on the average daily net assets of the Fund as follows:
ANNUALIZED FEE RATE NET ASSETS - ------------------- ------------------------------------------------- 0.750% Up to and including $1 billion 0.730% Over $1 billion, up to and including $5 billion 0.710% Over $5 billion, up to and including $10 billion 0.690% Over $10 billion, up to and including $15 billion 0.670% Over $15 billion, up to and including $20 billion 0.650% In excess of $20 billion
Under a subadvisory agreement, TIC, an affiliate of FTIC, provides subadvisory services to the Fund and receives from FTIC fees based on the average daily net assets of the Fund. B. ADMINISTRATIVE FEES The Fund pays an administrative fee to FT Services based on the Fund's average daily net assets as follows:
ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.150% Up to and including $200 million 0.135% Over $200 million, up to and including $700 million 0.100% Over $700 million, up to and including $1.2 billion 0.075% In excess of $1.2 billion
C. DISTRIBUTION FEES The Fund's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund's Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund's shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. Semiannual Report | 29 Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) In addition, under the Fund's Class B, and C compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: Class A ........... 0.25% Class B ........... 1.00% Class C ........... 1.00%
D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund's shares for the period: Sales charges retained net of commissions paid to unaffiliated broker/dealers . .................................................. $18,270 Contingent deferred sales charges retained ........................... $ 2,185
E. TRANSFER AGENT FEES For the period ended February 28, 2009, the Fund paid transfer agent fees of $1,013,910, of which $568,186 was retained by Investor Services. 4. EXPENSE OFFSET ARRANGEMENT The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the period ended February 28, 2009, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES At February 28, 2009, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: Cost of investments ................................................ $1,108,720,269 ============== Unrealized appreciation ............................................ $ 28,348,142 Unrealized depreciation ............................................ (627,768,405) -------------- Net unrealized appreciation (depreciation) ......................... $ (599,420,263) ==============
30 | Semiannual Report Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and bond discounts and premiums. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatment of foreign currency transactions. The Fund utilized a tax accounting practice to treat a portion of the proceeds from capital shares redeemed as a distribution from realized capital gains. 6. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the period ended February 28, 2009, aggregated $114,630,855 and $103,462,070, respectively. 7. CONCENTRATION OF RISK Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities. 8. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES The 1940 Act defines "affiliated companies" to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. Investments in "affiliated companies" for the Fund for the period ended February 28, 2009, were as shown below.
NUMBER OF NUMBER OF SHARES HELD SHARES HELD VALUE AT BEGINNING GROSS GROSS AT END AT END INVESTMENT REALIZED CAPITAL NAME OF ISSUER OF PERIOD ADDITIONS REDUCTIONS OF PERIOD OF PERIOD INCOME GAIN (LOSS) - -------------- ------------ --------- ---------- ----------- ----------- ---------- ---------------- NON-CONTROLLED AFFILIATES Leapfrog Enterprises Inc. ................. 2,971,610 -- -- 2,971,610 $ 4,279,118 $-- $-- West Marine Inc. ........ 1,991,430 -- -- 1,991,430 9,817,750 -- -- ----------- --- --- TOTAL AFFILIATED SECURITIES (2.77% of Net Assets)........................... $14,096,868 $-- $-- =========== === ===
Semiannual Report | 31 Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 9. CREDIT FACILITY Effective, January 23, 2009, the Fund, together with other U.S. registered and foreign investment funds managed by Franklin Templeton Investments (individually, "Borrower"; collectively "Borrowers"), entered into a joint syndicated senior unsecured credit facility totaling $725 million (Global Credit Facility) to provide a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee based upon the unused portion of the Global Credit Facility. During the period, the Fund incurred commitment fees of $153 of its pro rata portion of the Global Credit Facility, which is reflected in Other expenses on the Statement of Operations. During the period ended February 28, 2009, the Fund did not utilize the Global Credit Facility. 10. FAIR VALUE MEASUREMENTS The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, "Fair Value Measurement" (SFAS 157), on September 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund's financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund's investments and are summarized in the following fair value hierarchy: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. 32 | Semiannual Report Templeton Global Smaller Companies Fund NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. FAIR VALUE MEASUREMENTS (CONTINUED) The following is a summary of the inputs used as of February 28, 2009, in valuing the Fund's assets carried at fair value:
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------------ ---------- ------- ------------ ASSETS: Investments in Securities..... $501,150,006 $8,150,000 $-- $509,300,006
11. NEW ACCOUNTING PRONOUNCEMENT In March 2008, FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund believes applying the various provisions of SFAS 161 will not have a material impact on its financial statements. ABBREVIATIONS SELECTED PORTFOLIO FHLB - Federal Home Loan Bank NVDR - Non Voting Depository Receipt Semiannual Report | 33 Templeton Global Smaller Companies Fund SHAREHOLDER INFORMATION PROXY VOTING POLICIES AND PROCEDURES The Fund's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Fund's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330. 34 | Semiannual Report This page intentionally left blank. This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT franklintempleton.com. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(7) Michigan(7) Minnesota(7) Missouri New Jersey New York(8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(9) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (3.) Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. (4.) Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. (5.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (6.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (7.) The fund invests primarily in insured municipal securities. (8.) These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. (9.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the semiannual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR EDELIVERY Log onto franklintempleton.com and click "My Profile" SEMIANNUAL REPORT AND SHAREHOLDER LETTER TEMPLETON GLOBAL SMALLER COMPANIES FUND INVESTMENT MANAGER Franklin Templeton Investments Corp. SUBADVISOR Templeton Investment Counsel, LLC PRINCIPAL UNDERWRITER Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. 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. The Fund and its investors are not protected from such losses by the investment manager or the subadvisor. Therefore, investors who cannot accept this risk should not invest in shares of the Fund. The prospectus contains this and other information; please read it carefully before investing. 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 identified by the presence of a regular beeping tone. 103 S2009 04/09 ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant has an audit committee financial expert serving on its audit committee. (2) The audit committee financial expert is David W. Niemiec and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. N/A ITEM 6. SCHEDULE OF INVESTMENTS. N/A ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. N/A ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein. ITEM 11. CONTROLS AND PROCEDURES. (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant's management, including the Registrant's principal executive officer and the Registrant's principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on such evaluation, the Registrant's principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures are effective. (B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a)(1) Code of Ethics (a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TEMPLETON GLOBAL SMALLER COMPANIES FUND By /s/LAURA F. FERGERSON -------------------------------------- Laura F. Fergerson Chief Executive Officer - Finance and Administration Date: April 27, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/LAURA F. FERGERSON -------------------------------------- Laura F. Fergerson Chief Executive Officer - Finance and Administration Date: April 27, 2009 By /s/MARK H. OTANI ------------------------------------- Mark H. Otani Chief Financial Officer and Chief Accounting Officer Date: April 27, 2009 EX-99.CODE ETH 2 ncsr_code308.txt CODE OF ETHICS Exhibit 12(a)(1) CODE OF ETHICS FOR PRINCIPAL EXECUTIVES & SENIOR FINANCIAL OFFICERS - ------------------------------------------------------------------------------ PROCEDURES Revised March 06, 2008 - ------------------------------------------------------------------------------- FRANKLIN TEMPLETON FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. Covered Officers and Purpose of the Code This code of ethics (the "Code") applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the "Covered Officers," each of whom is set forth in Exhibit A) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission ("SEC") (collectively, "FT Funds") for the purpose of promoting: o Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professional relationships; o Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FT Funds; o Compliance with applicable laws and governmental rules and regulations; o The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o Accountability for adherence to the Code. Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Franklin Resources, Inc. has separately adopted the CODE OF ETHICS AND BUSINESS CONDUCT ("Business Conduct"), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee's business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employee policies. Additionally, the Franklin Templeton Funds have separately adopted the CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code. Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds' adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies to you. III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of apposition with the FT Funds. Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as "affiliated persons" of the FT Funds. The FT Funds' and the investment advisers' compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or for all three), be involved in establishing policies and implementing decisions that will have different effects on the adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds' Boards of Directors ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds. Each Covered Officer must: o Not use his or her personal influence or personal relationships improperly to influence investment decisions orfinancial reporting by the FT Funds whereby the Covered Officer would benefit personally to the detriment of the FT Funds; o Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the FT Funds; o Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in good faith; o Report at least annually the following affiliations or other relationships:/ 1 o all directorships for public companies and all companies that are required to file reports with the SEC; o any direct or indirect business relationship with any independent directors of the FT Funds; o any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to the firm's service as the Covered Persons accountant); and o any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of Franklin Resources). These reports will be reviewed by the Legal Department for compliance with the Code. There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include/2: o Service as a director on the board of any public or private Company; o The receipt of any gifts in excess of $100 from any person, from any corporation or association o The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of $1000. o Any ownership interest in, or any consulting or employment relationship with, any of the FT Fund's service providers, other than an investment adviser, principal underwriter, administrator or any affiliated person thereof; o A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. Franklin Resources General Counsel or Deputy General Counsel will provide a report to the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting. IV. Disclosure and Compliance o Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the FT Funds; o Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds' directors and auditors, and to governmental regulators and self-regulatory organizations; o Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund's adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds; and o It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. V. Reporting and Accountability Each Covered Officer must: o Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit B); o Annually thereafter affirm to the Board that he has complied with the requirements of the Code; and o Notify Franklin Resources' General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation of this Code. Franklin Resources' General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation./3 However, the Independent Directors of the respective FT Funds will consider any approvals or waivers/4 sought by any Chief Executive Officers of the Funds. The FT Funds will follow these procedures in investigating and enforcing this Code: o Franklin Resources General Counsel or Deputy General Counsel will take all appropriate action to investigate any potential violations reported to the Legal Department; o If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take any further action; o Any matter that the General Counsel or Deputy General Counsel believes is a violation will be reported to the Independent Directors of the appropriate FT Fund; o If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; o The Independent Directors will be responsible for granting waivers, as appropriate; and o Any changes to or waivers of this Code will, to the extent required, are disclosed as provided by SEC rules./5 VI. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds' advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FT Code of Ethics and Policy Statement On Insider Trading, adopted by the FT Funds, FT investment advisers and FT Fund's principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT's Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of this Code. VII. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the FT Funds' Board including a majority of independent directors. VIII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds' Board and their counsel. IX. Internal Use The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion. X. Disclosure on Form N-CSR Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so. The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant's annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention. The Legal Department shall be responsible for ensuring that: o a copy of the Code is filed with the SEC as an exhibit to each Fund's annual report; and o any amendments to, or waivers (including implicit waivers) from, a provision of the Code is disclosed in the registrant's annual report on Form N-CSR. In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR. In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences. EXHIBIT A Persons Covered by the Franklin Templeton Funds Code of Ethics March 2008 FRANKLIN GROUP OF FUNDS Edward B. Jamieson President and Chief Executive Officer - Investment Management Charles B. Johnson President and Chief Executive Officer - Investment Management Rupert H. Johnson, Jr. President and Chief Executive Officer - Investment Management William J. Lippman President and Chief Executive Officer - Investment Management Christopher Molumphy President and Chief Executive Officer - Investment Management Galen G. Vetter Senior Vice President and Chief Executive Officer - Finance and Administration Jimmy D. Gambill Vice President Laura Fergerson Chief Financial Officer and Chief Accounting Officer FRANKLIN MUTUAL SERIES FUNDS Peter Langerman Chief Executive Officer-Investment Management Galen G. Vetter Senior Vice President and Chief Executive Officer - Finance and Administration Jimmy D. Gambill Vice President Laura Fergerson Chief Financial Officer and Chief Accounting Officer TEMPLETON GROUP OF FUNDS Mark Mobius President and Chief Executive Officer - Investment Management Christopher J. Molumphy President and Chief Executive Officer - Investment Management Gary P. Motyl President and Chief Executive Officer - Investment Management Donald F. Reed President and Chief Executive Officer - Investment Management Galen G. Vetter Senior Vice President and Chief Executive Officer - Finance and Administration Jimmy D. Gambill Vice President Laura Fergerson Chief Financial Officer and Chief Accounting Officer EXHIBIT B ACKNOWLEDGMENT FORM DECEMBER FRANKLIN TEMPLETON FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS INSTRUCTIONS: 1. Complete all sections of this form. 2. Print the completed form, sign, and date. 3. Submit completed form to FT's General Counsel c/o Maria Abbott within 10 days of becoming a Covered Officer and by January 30th of each subsequent year. INTER-OFFICE MAIL: Maria Abbott, Manager, Code of Ethics, Global Compliance SM-920/2 TELEPHONE: (650) 312-5698 Fax: (650) 312-5646 E-MAIL: Abbott, Maria (internal address); mabbott@frk.com (external address) - ---------------------------------------------------------------------------- COVERED OFFICER'S NAME: - ---------------------------------------------------------------------------- TITLE: - ---------------------------------------------------------------------------- DEPARTMENT: - ---------------------------------------------------------------------------- LOCATION: - ---------------------------------------------------------------------------- CERTIFICATION FOR YEAR ENDING: - ---------------------------------------------------------------------------- TO: Franklin Resources General Counsel, Legal Department I hereby acknowledge receipt of a copy of Franklin Templeton Fund's code of ethics for Principal Executive Officers and Senior Financial Officers (the "Code") that I have read and understand. I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary action, including termination of employment. - ---------------------------- ---------------------- Signature Date signed - ----------------------------- 1. Reporting of these affiliations or other relationships shall be made by completing the annual Directors and Officers Questionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy General Counsel. 2. Any activity or relationship that would present a conflict for a Covered Officer may also present a conflict for the Covered Officer if a member of the Covered Officer's immediate family engages in such an activity or has such a relationship. The Cover Person should also obtain written approval by FT's General Counsel in such situations. 3. Franklin Resources General Counsel and Deputy General Counsel are authorized to consult, as appropriate, with members of the Audit Committee, counsel to the FT Funds and counsel to the Independent Directors, and are encouraged to do so. 4. Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a material departure from a provision of the code of ethics" and "implicit waiver," which must also be disclosed, as "the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer" of the registrant. See Part X. 5. See Part X. EX-99.CERT 3 tgscf302cert0209.txt 302 CERTS Exhibit 12(a)(2) I, Laura F. Fergerson, certify that: 1. I have reviewed this report on Form N-CSR of TEMPLETON GLOBAL SMALLER COMPANIES FUND; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 4/27/2009 S\ LAURA F. FERGERSON Laura F. Fergerson Chief Executive Officer - Finance and Administration I, Mark H. Otani, certify that: 1. I have reviewed this report on Form N-CSR of TEMPLETON GLOBAL SMALLER COMPANIES FUND; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 4/27/2009 S\ MARK H. OTANI Mark H. Otani Chief Financial Officer and Chief Accounting Officer EX-99.906CERT 4 tgscf906cert0209.txt 906 CERTS Exhibit 12(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Laura F. Fergerson, Chief Executive Officer of the TEMPLETON GLOBAL SMALLER COMPANIES FUND (the "Registrant"), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The periodic report on Form N-CSR of the Registrant for the period ended 2/28/2009 (the "Form N-CSR") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: 4/27/2009 S\ LAURA F. FERGERSON Laura F. Fergerson Chief Executive Officer - Finance and Administration CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark H. Otani, Chief Financial Officer of the TEMPLETON GLOBAL SMALLER COMPANIES FUND (the "Registrant"), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The periodic report on Form N-CSR of the Registrant for the period ended 2/28/2009 (the "Form N-CSR") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: 4/27/2009 S\ MARK H. OTANI Mark H. Otani Chief Financial Officer and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----