Templeton Institutional Funds

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1 Prospectus May 1, 2016 Templeton Institutional Funds The U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Primary Shares Service Shares Emerging Markets Series TEEMX Foreign Equity Series TFEQX TFESX Foreign Smaller Companies Series TFSCX Global Equity Series TGESX

2 ZTIF P1 06/16 SUPPLEMENT DATED JUNE 1, 2016 TO THE PROSPECTUS DATED MAY 1, 2016 OF TEMPLETON INSTITUTIONAL FUNDS (Emerging Markets Series, Foreign Equity Series, Foreign Smaller Companies Series, Global Equity Series) The prospectus is amended as follows: I. The Board of Trustees recently approved a proposal to change the name of Foreign Equity Series to International Equity Series, along with the corresponding change to the names of the Fund s classes of shares, effective June 30, Please keep this supplement with your prospectus for reference.

3 Contents Information about the Fund you should know before investing Emerging Markets Series... 2 Foreign Equity Series Foreign Smaller Companies Series Global Equity Series More information on investment policies, practices and risks/financial highlights Your Account Emerging Markets Series Foreign Equity Series Foreign Smaller Companies Series Global Equity Series Distributions and Taxes Information about qualified investors, account transactions and services For More Information Where to learn more about the Fund Qualified Investors Buying Shares Investor Services Selling Shares Exchanging Shares Account Policies Questions Back Cover

4 Emerging Markets Series Emerging Markets Series Emerging Markets Series Investment Goal Long-term capital growth. Fees and Expenses of the Fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees % Other expenses 0.15% Acquired fund fees and expenses % Total annual Fund operating expenses 1.34% Fee waiver and/or expense reimbursement 1, % Total annual Fund operating expenses after fee waiver and/or expense reimbursement 2, % 1. The investment manager has contractually agreed to waive its fee so that the management fee for the Fund does not exceed 1.05% through April 30, The contractual fee waiver may not be changed or terminated during the time period set forth above. 2. Total annual Fund operating expenses differ from the ratio of expenses to average net assets shown in the Financial Highlights, which reflect operating expenses of the Fund and do not include acquired fund fees and expenses. 3. The investment manager has contractually agreed in advance to reduce its fee as a result of the Fund s investment in a Franklin Templeton money fund (acquired fund) for at least the next 12-month period. Contractual fee waiver and/or expense reimbursement agreements may not be changed or terminated during the time periods set forth above. Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. The Example reflects adjustments made to the Fund s operating expenses due to the fee waivers and/or expense reimbursements by management as described above for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be: None Portfolio Turnover 1 Year 3 Years 5 Years 10 Years $123 $412 $722 $1,602 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 69.65% of the average value of its portfolio. Principal Investment Strategies Under normal market conditions, the Fund invests at least 80% of its net assets in securities issued by emerging market companies, as defined below. Emerging market countries include those considered to be emerging or developing by the World Bank, the International Finance Corporation, the United Nations, or the countries authorities, or countries with a stock market capitalization of less than 3% of the MSCI World Index. These countries typically are located in the Asia- Pacific region, Eastern Europe, Central and South America, and Africa. The Fund invests predominantly in the equity securities of emerging market companies of any size. The equity securities in which the Fund primarily invests are common and preferred stock. In addition to the Fund s main investments, the Fund may invest a portion of its assets in the equity securities of issuers in developed market countries and may invest a portion of its assets in illiquid securities. The Fund also invests in depositary receipts. Depositary receipts are certificates typically issued by a bank or trust company that give their holders the right to receive securities issued by a foreign or domestic company. The Fund may invest a substantial portion of its assets in smaller and midsize companies. From time to time, based on economic conditions, the Fund may have significant investments in one or more countries or in particular sectors such as technology (including computer hardware and software and electronics) or financial institutions. Emerging market companies are (i) companies whose principal securities trading markets are in emerging market countries; or (ii) companies that derive 50% or more of their total revenue or profit from either goods or services produced or sales made in emerging market countries; or (iii) companies that have 50% or 2 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 3

5 Emerging Markets Series Emerging Markets Series more of their assets in emerging market countries; or (iv) companies that have a substantial link to currencies of emerging market countries; or (v) companies that are organized under the laws of, or with principal offices in, emerging market countries. When choosing equity investments for the Fund, the investment manager applies a fundamental research, value-oriented, long-term approach, focusing on the market price of a company s securities relative to the investment manager s evaluation of the company s long-term earnings, asset value and cash flow potential. The investment manager also considers a company s profit and loss outlook, balance sheet strength, cash flow trends and asset value in relation to the current price. The investment manager may consider selling an equity security when it believes the security has become overvalued due to either its price appreciation or changes in the company s fundamentals, or when the investment manager believes another security is a more attractive investment opportunity. Principal Risks You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government. Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated to the issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise, when there are more buyers than sellers, prices tend to rise. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Foreign Securities Investing in foreign securities typically involves more risks than investing in U.S. securities, and includes risks associated with: internal and external political and economic developments e.g., the political, economic and social policies and structures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may be subject to trading restrictions or economic sanctions; trading practices e.g., government supervision and regulation of foreign securities and currency markets, trading systems and brokers may be less than in the U.S.; availability of information e.g., foreign issuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; limited markets e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and currency exchange rate fluctuations and policies. The risks of foreign investments may be greater in developing or emerging market countries. Emerging Market Countries The Fund s investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail to recognize the company s value and bid up the price, the markets favor faster-growing companies, or the factors that the investment manager believes will increase the price of the security do not occur. Smaller and Midsize Companies Securities issued by smaller and midsize companies may be more volatile in price than those of larger companies, involve substantial risks and should be considered speculative. Such risks may include greater sensitivity to economic conditions, less certain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed product lines and markets. In addition, smaller and midsize companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans. Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. Liquidity From time to time, the trading market for a particular security or type of security in which the Fund invests may become less liquid or even illiquid. Reduced liquidity will have an adverse impact on the Fund s ability to sell such securities when necessary to meet the Fund s liquidity needs or in response to a specific economic event and will also generally lower the value of a security. Market prices for such securities may be volatile. 4 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 5

6 Emerging Markets Series Emerging Markets Series Depositary Receipts Depositary receipts are subject to many of the risks of the underlying securities. For some depositary receipts, the custodian or similar financial institution that holds the issuer s shares in a trust account is located in the issuer s home country. In these cases if the issuer s home country does not have developed financial markets, the Fund could be exposed to the credit risk of the custodian or financial institution and greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all times and may charge fees for various services. The Fund may experience delays in receiving its dividend and interest payments or exercising rights as a shareholder. There may be an increased possibility of untimely responses to certain corporate actions of the issuer in an unsponsored depositary receipt program. Accordingly, there may be less information available regarding issuers of securities underlying unsponsored programs and there may not be a correlation between this information and the market value of the depositary receipts. Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund s investment manager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Performance The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund s performance from year to year. The table shows how the Fund s average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempletoninstitutional.com or by calling (800) The additional index in the table below shows how the Fund s performance compares to a group of securities that aligns more closely with the Fund s investment strategies. Annual Total Returns 29.07% % % % % % Year 15.77% % % % Best Quarter: Q % Worst Quarter: Q % As of March 31, 2016, the Fund s year-to-date return was 6.30%. Average Annual Total Returns For the periods ended December 31, Year 5 Years 10 Years Emerging Markets Series Return Before Taxes % -5.21% 1.97% Return After Taxes on Distributions % -9.25% -1.05% Return After Taxes on Distributions and Sale of Fund Shares % -2.09% 3.01% S&P/IFCI Composite Index (index reflects no deduction for fees, expenses or taxes) % -3.68% 4.73% MSCI Emerging Markets Index (index reflects no deduction for fees, expenses or taxes) % -4.47% 3.95% The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. 6 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 7

7 Emerging Markets Series Emerging Markets Series Investment Manager Templeton Asset Management Ltd. (Asset Management) Portfolio Managers Mark Mobius, Ph.D. Executive Chairman of Templeton Emerging Markets Group, Portfolio Manager of Asset Management and portfolio manager of the Fund since inception (1993). Tom Wu Director of Asset Management and portfolio manager of the Fund since inception (1993). Payments to Broker-Dealers and Other Financial Intermediaries If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary s website for more information. Dennis Lim Co-Chief Executive Officer and Director of Asset Management and portfolio manager of the Fund since Allan Lam Portfolio Manager of Asset Management and portfolio manager of the Fund since Purchase and Sale of Fund Shares You may purchase shares of the Fund on any business day by mail (Franklin Templeton Institutional Services, P.O. Box 33030, St. Petersburg, FL ). You may redeem shares of the Fund on any business day by mail at the address listed above, or by telephone at (800) The minimum initial purchase varies depending on the type of investor and could be up to $1,000,000. More information about eligibility to invest in the Fund and the applicable minimum requirements is under Your Account in the detail section of the Fund s prospectus. There is no minimum investment for subsequent purchases. Taxes The Fund s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions would generally be taxed when withdrawn from the taxdeferred account. 8 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 9

8 Foreign Equity Series Foreign Equity Series Foreign Equity Series Investment Goal Long-term capital growth. Fees and Expenses of the Fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Primary Shares Service Shares Maximum Sales Charge (Load) Imposed on Purchases None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Primary Shares Service Shares Management fees 0.75% 0.75% Other expenses 0.03% 0.18% Total annual Fund operating expenses 0.78% 0.93% Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. The Example reflects adjustments made to the Fund s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Primary Shares $80 $249 $433 $966 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 16.16% of the average value of its portfolio. Principal Investment Strategies Under normal market conditions, the Fund invests at least 80% of its net assets in foreign (non-u.s.) equity securities. The Fund predominantly invests in companies located in developing markets countries. The Fund may invest in equity securities of any size company, across the entire market capitalization spectrum, including smaller and midsize companies. The equity securities in which the Fund primarily invests are common stock. From time to time, based on economic conditions, the Fund may have significant investments in one or more countries or in particular sectors. When choosing equity investments for the Fund, the investment manager applies a bottom-up, value-oriented, long-term approach, focusing on the market price of a company s securities relative to the investment manager s evaluation of the company s long-term earnings, asset value and cash flow potential. The investment manager also considers a company s price/earnings ratio, profit margins and liquidation value. In selecting securities for the Fund, the investment manager attempts to identify those companies that offer above-average opportunities for capital appreciation in various countries and industries where economic and political factors, including currency movements, are favorable to capital growth. The investment manager may consider selling an equity security when it believes the security has become overvalued due to either its price appreciation or changes in the company s fundamentals, or when the investment manager believes another security is a more attractive investment opportunity. Service Shares $95 $296 $515 $1, Prospectus ftinstitutional.com ftinstitutional.com Prospectus 11

9 Foreign Equity Series Foreign Equity Series Principal Risks You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government. Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated to the issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise, when there are more buyers than sellers, prices tend to rise. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Foreign Securities Investing in foreign securities typically involves more risks than investing in U.S. securities, and includes risks associated with: internal and external political and economic developments e.g., the political, economic and social policies and structures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may be subject to trading restrictions or economic sanctions; trading practices e.g., government supervision and regulation of foreign securities and currency markets, trading systems and brokers may be less than in the U.S.; availability of information e.g., foreign issuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; limited markets e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and currency exchange rate fluctuations and policies. The risks of foreign investments may be greater in developing or emerging market countries. Developing Market Countries The Fund s investments in securities of issuers in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail to recognize the company s value and bid up the price, the markets favor faster-growing companies, or the factors that the investment manager believes will increase the price of the security do not occur. Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. Smaller and Midsize Companies Securities issued by smaller and midsize companies may be more volatile in price than those of larger companies, involve substantial risks and should be considered speculative. Such risks may include greater sensitivity to economic conditions, less certain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed product lines and markets. In addition, smaller and midsize companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans. Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund s investment manager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Performance The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund s performance from year to year for Primary Shares. The table shows how the Fund s average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempletoninstitutional.com or by calling (800) The additional index in the table below shows how the Fund s performance compares to an additional leading developed markets index. 12 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 13

10 Foreign Equity Series Foreign Equity Series PRIMARY SHARES ANNUAL TOTAL RETURNS shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Primary Shares and aftertax returns for other classes will vary % 18.45% % 33.63% 6.70% % 18.55% 19.51% -6.78% -2.67% Investment Manager Templeton Investment Counsel, LLC (Investment Counsel) Portfolio Managers Cindy L. Sweeting, CFA President of Investment Counsel and portfolio manager of the Fund since Year Best Quarter: Q % Worst Quarter: Q % 2011 As of March 31, 2016, the Fund s year-to-date return was -3.10%. Average Annual Total Returns For the periods ended December 31, 2015 Foreign Equity Series - Primary Shares Year 5 Years 10 Years Return Before Taxes -2.67% 2.75% 3.74% Return After Taxes on Distributions -3.06% 2.17% 3.01% Return After Taxes on Distributions and Sale of Fund Shares -0.88% 2.40% 3.36% Foreign Equity Series - Service Shares -2.80% 2.60% 2.44% 1 MSCI All Country World ex-us Index (index reflects no deduction for fees, expenses or taxes) -5.25% 1.51% 3.38% MSCI EAFE Index (index reflects no deduction for fees, expenses or taxes) -0.39% 4.07% 3.50% 1. Since inception September 18, The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund Peter A. Nori, CFA Executive Vice President/Portfolio Manager - Research Analyst of Investment Counsel and portfolio manager of the Fund since Antonio T. Docal, CFA Executive Vice President/Portfolio Manager - Research Analyst of Investment Counsel and portfolio manager of the Fund since Purchase and Sale of Fund Shares You may purchase shares of the Fund on any business day by mail (Franklin Templeton Institutional Services, P.O. Box 33030, St. Petersburg, FL ). You may redeem shares of the Fund on any business day by mail at the address listed above, or by telephone at (800) The minimum initial purchase varies depending on the type of investor and could be up to $1,000,000. More information about eligibility to invest in the Fund and the applicable minimum requirements is under Your Account in the detail section of the Fund s prospectus. There is no minimum investment for subsequent purchases. Taxes The Fund s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions would generally be taxed when withdrawn from the taxdeferred account. 14 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 15

11 Foreign Equity Series Foreign Smaller Companies Series Payments to Broker-Dealers and Other Financial Intermediaries If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary s website for more information. Foreign Smaller Companies Series Effective at the close of market on December 10, 2013, the Fund was closed to new investors. Existing investors who had an open and funded account on December 10, 2013 can continue to invest through exchanges and additional purchases. The following limited exceptions apply: (1) clients of discretionary investment allocation programs where such programs had investments in the Fund prior to the close of business on December 10, 2013, (2) employer sponsored retirement plans or benefit plans and their participants where the Fund was available to participants prior to the close of business on December 10, 2013, (3) employer sponsored retirement plans or benefit plans that approved the Fund as an investment option as of December 10, 2013, but have not opened an account as of that date, may open accounts and make purchases of Fund shares, provided that the initial account is opened with the Fund on or prior to February 10, 2014, (4) other Franklin Templeton Funds, (5) trustees and officers of the Trust, (6) members of the Fund s portfolio management team, and (7) certain assets which were previously committed by new investors for investment in the near future which the Board has specifically approved. The Fund may restrict, reject or cancel any purchase order, including an exchange request, and reserves the right to modify this policy at any time. Investment Goal Long-term capital growth. Fees and Expenses of the Fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees 0.94% Other expenses 0.04% Total annual Fund operating expenses 0.98% 16 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 17

12 Foreign Smaller Companies Series Foreign Smaller Companies Series Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. The Example reflects adjustments made to the Fund s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Portfolio Turnover 1 Year 3 Years 5 Years 10 Years $100 $312 $542 $1,201 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 29.11% of the average value of its portfolio. Principal Investment Strategies Under normal market conditions, the Fund invests at least 80% of its net assets in investments of smaller companies located outside the U.S., including emerging markets. For purposes of this 80% policy, smaller companies are defined as those with market capitalizations that do not exceed $4 billion. However, under normal conditions, when making an initial purchase of securities of a company, the investment manager will only invest in securities of companies with a market capitalization of not more than $2 billion. Once a security qualifies for initial purchase, it continues to qualify for additional purchases as long as it is held by the Fund, provided that the issuer s market capitalization does not exceed $4 billion. In addition, the Fund may continue to hold securities that have grown to have a market capitalization in excess of $4 billion. The result may be that the Fund could hold a significant percentage of its net assets in securities of companies that have market capitalizations in excess of $2 billion. The Fund predominantly invests in equity securities, primarily common stock. The Fund may invest more than 25% of its assets in the securities of issuers located in any one country. When choosing equity investments for the Fund, the investment manager applies a bottom-up, value-oriented, long-term approach, focusing on the market price of a company s securities relative to the investment manager s evaluation of the company s long-term earnings, asset value and cash flow potential. The investment manager also considers a company s price/earnings ratio, profit margins and liquidation value. The investment manager may consider selling an equity security when it believes the security has become overvalued due to either its price appreciation or changes in the company s fundamentals, when the investment manager believes that the market capitalization of a security has become too large, or when the investment manager believes another security is a more attractive investment opportunity. Principal Risks You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government. Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated to the issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise, when there are more buyers than sellers, prices tend to rise. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Smaller Companies Securities issued by smaller companies may be more volatile in price than those of larger companies, involve substantial risks and should be considered speculative. Such risks may include greater sensitivity to economic conditions, less certain growth prospects, lack of depth of management and funds for growth and development and limited or less developed product lines and markets. In addition, smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans. 18 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 19

13 Foreign Smaller Companies Series Foreign Smaller Companies Series Foreign Securities Investing in foreign securities typically involves more risks than investing in U.S. securities, and includes risks associated with: internal and external political and economic developments e.g., the political, economic and social policies and structures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may be subject to trading restrictions or economic sanctions; trading practices e.g., government supervision and regulation of foreign securities and currency markets, trading systems and brokers may be less than in the U.S.; availability of information e.g., foreign issuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; limited markets e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and currency exchange rate fluctuations and policies. The risks of foreign investments may be greater in developing or emerging market countries. Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail to recognize the company s value and bid up the price, the markets favor faster-growing companies, or the factors that the investment manager believes will increase the price of the security do not occur. Liquidity From time to time, the trading market for a particular security or type of security in which the Fund invests may become less liquid or even illiquid. Reduced liquidity will have an adverse impact on the Fund s ability to sell such securities when necessary to meet the Fund s liquidity needs or in response to a specific economic event and will also generally lower the value of a security. Market prices for such securities may be volatile. Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund s investment manager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Performance The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund s performance from year to year. The table shows how the Fund s average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempletoninstitutional.com or by calling (800) Annual Total Returns 28.78% % % % % % Year 21.56% % % % Best Quarter: Q % Worst Quarter: Q % As of March 31, 2016, the Fund s year-to-date return was -1.15%. Average Annual Total Returns For the periods ended December 31, Year 5 Years 10 Years Foreign Smaller Companies Series Return Before Taxes 1.88% 5.36% 7.54% Return After Taxes on Distributions 1.68% 5.10% 6.69% Return After Taxes on Distributions and Sale of Fund Shares 1.49% 4.35% 6.25% MSCI All Country World ex-us Small Cap Index (index reflects no deduction for fees, expenses or taxes) 2.95% 3.00% 5.33% 20 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 21

14 Foreign Smaller Companies Series Foreign Smaller Companies Series The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary s website for more information. Investment Manager Templeton Investment Counsel, LLC (Investment Counsel) Portfolio Managers Harlan B. Hodes Executive Vice President/Portfolio Manager-Research Analyst of Investment Counsel and portfolio manager of the Fund since Purchase and Sale of Fund Shares You may purchase shares of the Fund on any business day by mail (Franklin Templeton Institutional Services, P.O. Box 33030, St. Petersburg, FL ). You may redeem shares of the Fund on any business day by mail at the address listed above, or by telephone at (800) The minimum initial purchase varies depending on the type of investor and could be up to $1,000,000. More information about eligibility to invest in the Fund and the applicable minimum requirements is under Your Account in the detail section of the Fund s prospectus. There is no minimum investment for subsequent purchases. Taxes The Fund s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions would generally be taxed when withdrawn from the taxdeferred account. Payments to Broker-Dealers and Other Financial Intermediaries If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a 22 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 23

15 Global Equity Series Global Equity Series Global Equity Series Investment Goal Long-term capital growth. Fees and Expenses of the Fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the Fund. Shareholder Fees (fees paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees 0.77% Other expenses 0.04% Total annual Fund operating expenses 0.81% Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. The Example reflects adjustments made to the Fund s operating expenses due to the fee waivers and/or expense reimbursements by management for the 1 Year numbers only. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Portfolio Turnover None 1 Year 3 Years 5 Years 10 Years $83 $259 $450 $1,002 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 36.88% of the average value of its portfolio. Principal Investment Strategies The Fund invests in the equity securities of companies located anywhere in the world, including developing markets. Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities. The equity securities in which the Fund primarily invests are common stock. Under normal market conditions, the Fund will invest at least 40% of its net assets in foreign securities. The Fund may invest in equity securities of any size company, across the entire market capitalization spectrum. The Fund may invest a substantial portion of its assets in smaller and midsize companies. From time to time, based on economic conditions, the Fund may have significant investments in one or more countries or in particular sectors such as financial institutions or industrial companies. When choosing equity investments for the Fund, the investment manager applies a bottom-up, value-oriented, long-term approach, focusing on the market price of a company s securities relative to the investment manager s evaluation of the company s long-term earnings, asset value and cash flow potential. The investment manager also considers a company s price/earnings ratio, profit margins and liquidation value. In selecting securities for the Fund, the investment manager attempts to identify those companies that offer above-average opportunities for capital appreciation in various countries and industries where economic and political factors, including currency movements, are favorable to capital growth. The investment manager may consider selling an equity security when it believes the security has become overvalued due to either its price appreciation or changes in the company s fundamentals, or when the investment manager believes another security is a more attractive investment opportunity. Principal Risks You could lose money by investing in the Fund. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government. 24 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 25

16 Global Equity Series Global Equity Series Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. The market value of a security or other investment may be reduced by market activity or other results of supply and demand unrelated to the issuer. This is a basic risk associated with all investments. When there are more sellers than buyers, prices tend to fall. Likewise, when there are more buyers than sellers, prices tend to rise. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Foreign Securities Investing in foreign securities typically involves more risks than investing in U.S. securities, and includes risks associated with: internal and external political and economic developments e.g., the political, economic and social policies and structures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may be subject to trading restrictions or economic sanctions; trading practices e.g., government supervision and regulation of foreign securities and currency markets, trading systems and brokers may be less than in the U.S.; availability of information e.g., foreign issuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers; limited markets e.g., the securities of certain foreign issuers may be less liquid (harder to sell) and more volatile; and currency exchange rate fluctuations and policies. The risks of foreign investments may be greater in developing or emerging market countries. Developing Market Countries The Fund s investments in securities of issuers in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. Value Style Investing A value stock may not increase in price as anticipated by the investment manager if other investors fail to recognize the company s value and bid up the price, the markets favor faster-growing companies, or the factors that the investment manager believes will increase the price of the security do not occur. Smaller and Midsize Companies Securities issued by smaller and midsize companies may be more volatile in price than those of larger companies, involve substantial risks and should be considered speculative. Such risks may include greater sensitivity to economic conditions, less certain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed product lines and markets. In addition, smaller and midsize companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans. Focus To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. Management The Fund is subject to management risk because it is an actively managed investment portfolio. The Fund s investment manager applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Performance The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund s performance from year to year. The table shows how the Fund s average annual returns for 1 year, 5 years, 10 years or since inception, as applicable, compared with those of a broad measure of market performance. The Fund s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. You can obtain updated performance information at franklintempletoninstitutional.com or by calling (800) Prospectus ftinstitutional.com ftinstitutional.com Prospectus 27

17 Global Equity Series Global Equity Series Annual Total Returns Investment Manager Templeton Investment Counsel, LLC (Investment Counsel) 23.85% 24.63% 30.43% Portfolio Managers Peter A. Nori, CFA Executive Vice President/Portfolio Manager - Research Analyst of Investment Counsel and portfolio manager of the Fund since inception (2008). 0.00% 7.32% -6.10% -2.01% -3.43% Antonio T. Docal, CFA Executive Vice President/Portfolio Manager - Research Analyst of Investment Counsel and portfolio manager of the Fund since inception (2008) Year Best Quarter: Q % Worst Quarter: Q % 2012 As of March 31, 2016, the Fund s year-to-date return was -3.78%. Average Annual Total Returns For the periods ended December 31, 2015 Global Equity Series Year 5 Years 2015 Since Inception 3/31/2008 Return Before Taxes -3.43% 7.63% 3.55% Return After Taxes on Distributions -4.77% 5.91% 2.45% Return After Taxes on Distributions and Sale of Fund Shares -0.52% 6.11% 2.90% MSCI All Country World Index (index reflects no deduction for fees, expenses or taxes) -1.84% 6.66% 3.99% The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Cindy L. Sweeting, CFA President of Investment Counsel and portfolio manager of the Fund since Purchase and Sale of Fund Shares You may purchase shares of the Fund on any business day by mail (Franklin Templeton Institutional Services, P.O. Box 33030, St. Petersburg, FL ). You may redeem shares of the Fund on any business day by mail at the address listed above, or by telephone at (800) The minimum initial purchase varies depending on the type of investor and could be up to $1,000,000. More information about eligibility to invest in the Fund and the applicable minimum requirements is under Your Account in the detail section of the Fund s prospectus. There is no minimum investment for subsequent purchases. Taxes The Fund s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions would generally be taxed when withdrawn from the taxdeferred account. Payments to Broker-Dealers and Other Financial Intermediaries If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a 28 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 29

18 Global Equity Series Emerging Markets Series conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary s website for more information. Emerging Markets Series Investment Goal The Fund s investment goal is long-term capital growth. Principal Investment Policies and Practices Under normal market conditions, the Fund invests at least 80% of its net assets in securities issued by emerging market companies, as defined below. Shareholders will be given at least 60 days advance notice of any change to the 80% policy. Emerging market countries include those considered to be emerging or developing by the World Bank, the International Finance Corporation, the United Nations, or the countries authorities, or countries with a stock market capitalization of less than 3% of the MSCI World Index, which may include frontier market countries. These countries typically are located in the Asia-Pacific region, Eastern Europe, Central and South America, and Africa. Emerging or developing market countries are described more fully in the Fund s Statement of Additional Information (SAI). The Fund invests predominantly in the equity securities of emerging market companies. The equity securities in which the Fund primarily invests are common and preferred stock. For purposes of the Fund s investments, emerging market companies are those: whose principal securities trading markets are in emerging market countries; or that derive 50% or more of their total revenue or profit from either goods or services produced or sales made in emerging or developing market countries; or that have at least 50% of their assets in emerging market countries; or that have a substantial link to currencies of emerging market countries; or that are organized under the laws of, or with principal offices in, emerging market countries. An equity security represents a proportionate share of the ownership of a company; its value is based on the success of the company s business and the value of its assets, as well as general market conditions. Common stocks, preferred stocks, convertible securities and related depositary receipts and participatory notes are examples of equity securities. Convertible securities generally are debt securities or preferred stock that may be converted into common stock after certain time periods or under certain circumstances. The Fund may invest in convertible securities without regard to the ratings assigned by rating services. Depositary receipts are certificates typically issued by a bank or trust company that give their holders the 30 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 31

19 Emerging Markets Series Emerging Markets Series right to receive securities issued by a foreign or domestic company. Participatory notes, which are a type of equity access product, are structured as unsecured and unsubordinated debt securities designed to replicate exposure to the underlying referenced equity investment and are sold by a bank or broker-dealer in markets where the Fund is restricted from directly purchasing equity securities. The Fund may tender a participatory note for cash payment in an amount that reflects the current market value of the referenced underlying equity investments, reduced by program fees. The Fund may invest in equity securities of any size company, across the entire market capitalization spectrum. The Fund may invest a substantial portion of its assets in the securities of smaller and midsize companies. For this Fund, smaller companies are generally those with a market capitalization of less than $2 billion at the time of initial purchase. Midsize companies are generally those with a market capitalization between $2 billion and $5 billion. The Fund, from time to time, may have significant investments in one or more countries or in particular sectors. In addition to the Fund s main investments, the Fund may invest a portion of its assets in the equity securities of issuers in developed market countries and may invest a portion of its assets in illiquid securities. When choosing equity investments for this Fund, the investment manager applies a fundamental research, value-oriented, long-term approach, focusing on the market price of a company s securities relative to the investment manager s evaluation of the company s long-term earnings, asset value and cash flow potential. The investment manager also considers a company s profit and loss outlook, balance sheet strength, cash flow trends and asset value in relation to the current price. The analysis considers the company s corporate governance behavior as well as its position in its sector, the economic framework and political environment. The investment manager may consider selling an equity security when it believes the security has become overvalued due to either its price appreciation or changes in the company s fundamentals, or when the investment manager believes another security is a more attractive investment opportunity. Temporary Investments When the investment manager believes market or economic conditions are unfavorable for investors, the investment manager may invest up to 100% of the Fund s assets in a temporary defensive manner by holding all or a substantial portion of its assets in cash, cash equivalents or other high quality short-term investments. Temporary defensive investments generally may include short-term U.S. government securities, high grade commercial paper, bank obligations, repurchase agreements, money market fund shares (including shares of an affiliated money market fund) and other money market instruments. The investment manager also may invest in these types of securities or hold cash while looking for suitable investment opportunities or to maintain liquidity. In these circumstances, the Fund may be unable to achieve its investment goal. Principal Risks Market The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. Securities or other investments may decline in value due to factors affecting individual issuers, markets generally or sectors within the markets. The value of a security or other investment may go up or down due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in interest rates or exchange rates, or adverse investor sentiment generally. The value may also go up or down due to factors that affect an individual issuer or a particular sector. During a general downturn in the securities markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that securities or other investments held by the Fund will participate in or otherwise benefit from the advance. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Foreign Securities Investing in foreign securities typically involves more risks than investing in U.S. securities. Certain of these risks also may apply to securities of U.S. companies with significant foreign operations. Currency exchange rates. Foreign securities may be issued and traded in foreign currencies. As a result, their market values in U.S. dollars may be affected by changes in exchange rates between such foreign currencies and the U.S. dollar, as well as between currencies of countries other than the U.S. For example, if the value of the U.S. dollar goes up compared to a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. The Fund accrues additional expenses when engaging in currency exchange transactions, and valuation of the Fund s foreign securities may be subject to greater risk because both the currency (relative to the U.S. dollar) and the security must be considered. 32 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 33

20 Emerging Markets Series Emerging Markets Series Political and economic developments. The political, economic and social policies or structures of some foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to greater risks of internal and external conflicts, expropriation, nationalization of assets, foreign exchange controls (such as suspension of the ability to transfer currency from a given country), restrictions on removal of assets, political or social instability, military action or unrest, diplomatic developments, currency devaluations, foreign ownership limitations, and punitive or confiscatory tax increases. It is possible that a government may take over the assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult or expensive for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Diplomatic and political developments could affect the economies, industries, and securities and currency markets of the countries in which the Fund is invested. These developments include rapid and adverse political changes; social instability; regional conflicts; sanctions imposed by the United States, other nations or other governmental entities, including supranational entities; terrorism; and war. In addition, such developments could contribute to the devaluation of a country s currency, a downgrade in the credit ratings of issuers in such country, or a decline in the value and liquidity of securities of issuers in that country. An imposition of sanctions upon certain issuers in a country could result in an immediate freeze of that issuer s securities, impairing the ability of the Fund to buy, sell, receive or deliver those securities. These factors would affect the value of the Fund s investments and are extremely difficult, if not impossible, to predict and take into account with respect to the Fund s investments. Trading practices. Brokerage commissions, withholding taxes, custodial fees, and other fees generally are higher in foreign markets. The policies and procedures followed by foreign stock exchanges, currency markets, trading systems and brokers may differ from those applicable in the United States, with possibly negative consequences to the Fund. The procedures and rules governing foreign trading, settlement and custody (holding of the Fund s assets) also may result in losses or delays in payment, delivery or recovery of money or other property. Foreign government supervision and regulation of foreign securities markets and trading systems may be less than or different from government supervision in the United States, and may increase the Fund s regulatory and compliance burden and/or decrease the Fund s investor rights and protections. Availability of information. Foreign issuers may not be subject to the same disclosure, accounting, auditing and financial reporting standards and practices as U.S. issuers. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Limited markets. Certain foreign securities may be less liquid (harder to sell) and their prices may be more volatile than many U.S. securities. Illiquidity tends to be greater, and valuation of the Fund s foreign securities may be more difficult, due to the infrequent trading and/or delayed reporting of quotes and sales. Regional. Adverse conditions in a certain region or country can adversely affect securities of issuers in other countries whose economies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region or a particular country, the Fund will generally have more exposure to the specific regional or country economic risks. In the event of economic or political turmoil or a deterioration of diplomatic relations in a region or country where a substantial portion of the Fund s assets are invested, the Fund may experience substantial illiquidity or reduction in the value of the Fund s investments. Emerging market countries. The Fund s investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Some of the additional significant risks include: less social, political and economic stability; a higher possibility of the devaluation of a country s currency, a downgrade in the credit ratings of issuers in such country, or a decline in the value and liquidity of securities of issuers in that country if the United States, other nations or other governmental entities (including supranational entities) impose sanctions on issuers that limit or restrict foreign investment, the movement of assets or other economic activity in the country due to political, military or regional conflicts or due to terrorism or war; smaller securities markets with low or nonexistent trading volume and greater illiquidity and price volatility; more restrictive national policies on foreign investment, including restrictions on investment in issuers or industries deemed sensitive to national interests; less transparent and established taxation policies; 34 Prospectus ftinstitutional.com ftinstitutional.com Prospectus 35

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