SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Franklin Alternative Strategies Funds
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Franklin K2 Alternative
Strategies Fund
A SERIES OF
Franklin
Alternative Strategies Funds
One Franklin Parkway
San Mateo, California 94403-1906
IMPORTANT NOTICE OF INTERNET AVAILABILITY
OF INFORMATION STATEMENT
This notice provides only an overview of the more complete
Information Statement that is available to you on the Internet relating to the
Franklin K2 Alternative Strategies Fund (the “Fund”), a series of Franklin
Alternative Strategies Funds (the “Trust”). We encourage you to access and
review all of the important information contained in the Information Statement.
The Information Statement describes recent changes involving
the investment management of the Fund. The Fund seeks to achieve its
investment goal by allocating its assets across multiple non-traditional or
“alternative” strategies. The Fund is structured as a multi-manager fund
(meaning the Fund’s assets are managed by multiple investment advisors) and the
Fund’s investment manager, K2/D&S Management Co., L.L.C. (“K2 Advisors”),
has overall responsibility for the Fund’s investments. K2 Advisors allocates
the Fund’s assets among multiple sub-advisors who, as of the date of this Notice
and the Information Statement, are unaffiliated with K2 Advisors and who will
implement one or more non-traditional or alternative investment strategies. K2
Advisors and the Trust have received an exemptive order from the U.S.
Securities and Exchange Commission that allows the Fund to operate in a
“manager of managers” structure whereby K2 Advisors, as the Fund’s investment
manager, can appoint and replace both wholly-owned and unaffiliated
sub-advisors, and enter into, amend and terminate sub-advisory agreements with
such sub-advisors, each subject to board approval but without obtaining
shareholder approval.
On December 6, 2013, the Trust’s Board of Trustees, on
behalf of the Fund, approved a new sub-advisory agreement between K2 Advisors
and Graham Capital Management, L.P. (“Graham Capital”), pursuant to which
Graham Capital began managing an allocated portion of the Fund’s assets on
December 20, 2013.
A more detailed description of Graham Capital and its
investment operations, and information about the new sub-advisory agreement with
Graham Capital, is included in the Information Statement.
This Notice of Internet Availability
of Information Statement is being mailed beginning on or about March 20, 2014,
to shareholders of record of the Fund as of February 28, 2014. The Information
Statement will be available online until at least June 30, 2014, at https://www.franklintempleton.com/K2GrahamInfo.
A paper or e-mail copy of the full Information Statement may be obtained, without
charge, by contacting the Fund at (800) DIAL BEN /(800) 342-5236.
If you
would like to receive a paper or e-mail copy of the full Information Statement,
you must request one.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
Franklin K2 Alternative
Strategies Fund
A SERIES OF
Franklin
Alternative Strategies Funds
One Franklin Parkway
San Mateo, California 94403-1906
INFORMATION STATEMENT
This Information Statement describes recent changes
involving the investment management of the Franklin K2 Alternative Strategies
Fund (the “Fund”), a series of Franklin Alternative Strategies Funds (the
“Trust”). The Fund seeks to achieve its investment goal by allocating its
assets across multiple non-traditional or “alternative” strategies. The
Fund is structured as a multi-manager fund (meaning the Fund’s assets are
managed by multiple investment advisors) and the Fund’s investment manager,
K2/D&S Management Co., L.L.C. (“K2 Advisors”), has overall responsibility for
the Fund’s investments. K2 Advisors allocates the Fund’s assets among multiple
sub-advisors who, as of the date of this Information Statement, are
unaffiliated with K2 Advisors and who will implement one or more
non-traditional or alternative investment strategies. K2 Advisors and the
Trust have received an exemptive order from the U.S. Securities and Exchange
Commission (the “SEC”) that allows the Fund to operate in a “manager of
managers” structure whereby K2 Advisors, as the Fund’s investment manager, can
appoint and replace both wholly-owned and unaffiliated sub-advisors, and enter
into, amend and terminate sub-advisory agreements with such sub-advisors, each
subject to board approval but without obtaining shareholder approval.
In addition, the Trust’s Board of Trustees (the “Board” or
the “Trustees”), at an in-person meeting on December 6, 2013 (the “December
Meeting”), on behalf of the Fund, approved a new sub-advisory agreement between
K2 Advisors and Graham Capital Management, L.P. (“Graham Capital”), pursuant to
which Graham Capital began managing an allocated portion of the Fund’s assets
on December 20, 2013.
This Information Statement is being made available via the
internet beginning on or about March 20, 2014, to all shareholders of record of
the Fund as of February 28, 2014 (the “Record Date”). The Information
Statement will be available online at https://www.franklintempleton.com/K2GrahamInfo
until at least June 30, 2014. A paper or e-mail copy of this Information
Statement may be obtained, without charge, by contacting the Fund at (800) DIAL
BEN/(800) 342-5236.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
APPOINTMENT
OF Graham Capital AS SUB-ADVISOR TO THE FUND
Why am I receiving this Information Statement?
This Information Statement is being furnished by the Board
to inform shareholders of recent changes in the investment management of the
Fund. The Board, upon the recommendation of K2 Advisors, has approved a new
sub-advisory agreement between K2 Advisors and Graham Capital (the “New
Sub-Advisory Agreement”). This Information Statement provides details
regarding Graham Capital, the New Sub-Advisory Agreement and the reasons the
Board appointed Graham Capital as a new sub-advisor.
What is the Manager of Managers Structure?
K2 Advisors and the Trust have received an exemptive order
from the SEC that allows the Fund to operate in a “manager of managers”
structure whereby K2 Advisors, as the Fund’s investment manager, can appoint
and replace both wholly-owned and unaffiliated sub-advisors, and enter into,
amend and terminate sub-advisory agreements with such sub-advisors, each
subject to board approval but without obtaining shareholder approval (the “Manager
of Managers Structure”). The SEC exemptive order provides the Fund with
greater efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of sub-advisory agreements with such
sub-advisors.
Under the Manager of Managers Structure, K2 Advisors has the
ultimate responsibility, subject to oversight by the Fund’s Board, to oversee
sub-advisors and recommend their hiring, termination and replacement. K2
Advisors also, subject to the review and approval of the Fund’s Board: sets the
Fund’s overall investment strategy; evaluates, selects and recommends
sub-advisors to manage all or a portion of the Fund’s assets; and implements
procedures reasonably designed to ensure that each sub-advisor complies with
the Fund’s investment goal, policies and restrictions. Subject to review by the
Fund’s Board, K2 Advisors allocates and, when appropriate, reallocates the
Fund’s assets among sub-advisors and monitors and evaluates the sub-advisors’
performance.
The use of the Manager of Managers Structure with respect to
the Fund is subject to certain conditions that are set forth in the SEC
exemptive order. One condition, which will be satisfied by providing this
Information Statement, is that the Fund must inform shareholders of the hiring
of any new wholly-owned or unaffiliated sub-advisor within 90 days after the
hiring.
Why was Graham Capital appointed as a New Sub-Advisor?
K2 Advisors recommended that the Board approve the
appointment of Graham Capital as a sub-advisor to the Fund to manage a portion
of the Fund’s assets using a “systematic” global macro investment strategy,
where Graham Capital seeks to profit by utilizing quantitative models to
identify investment opportunities across different asset classes and markets.
As a registered commodity trading adviser, Graham Capital will seek to
implement its investment strategies primarily through long and short positions
in a wide range of exchange traded futures contracts, including equity index,
fixed income, commodities and currency contracts and in forward foreign
currency contracts.
Has the addition of Graham
Capital increased the Fund’s fees and expenses?
The addition of Graham Capital as a sub-advisor to the Fund
has had no impact on the investment management fees charged to the Fund or the
fees paid by Fund shareholders, because the fees paid by K2 Advisors to the
Fund’s sub-advisors are deducted from the fees paid by the Fund to K2
Advisors. The addition of Graham Capital as a sub-advisor to the Fund has not
materially changed the manner in which the Fund seeks to achieve its investment
goal or in the level of services that are provided to the Fund.
Information about GRAHAM Capital
Graham
Capital, an SEC-registered investment adviser located at 40 Highland Avenue,
Rowayton, Connecticut 06853, was organized as a Delaware limited partnership in
May 1994. Graham Capital is majority owned by KGT Investment Partners, L.P.
(“KGL Investment”), a Delaware limited partnership located at 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808. KGL Investment is ultimately owned
by Kenneth G. Tropin, Chairman of Graham Capital, and members of his immediate
family. The general partner of Graham Capital is KGT, Inc., a Delaware
corporation located at 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808. Graham Capital is also registered as a commodity pool operator and
commodity trading advisor under the Commodity Exchange Act and is a member of
the National Futures Association. As of March 1, 2014, Graham Capital had
approximately $7.5 billion of assets under management.
The
names and principal occupations of the principal executive officers of Graham
Capital, as of the Record Date, are set forth below. The business address of
each person is 40 Highland Avenue, Rowayton, Connecticut 06853.
Name and Address
|
Title
|
Kenneth G. Tropin
|
Chairman
|
Pablo Calderini
|
President and CIO
|
Robert Murray
|
CEO
|
Paul Sedlack
|
COO
|
Graham
Capital is also a sub-advisor to a portion of the Goldman Sachs Multi-Manager
Alternatives Fund, which has an investment objective and principal investment
strategies that are similar to the portion of the Fund’s assets managed by
Graham Capital, and for which Graham Capital receives fees based on an annual
percentage of the average daily net assets of the fund allocated to Graham
Capital.
material terms of the New sub-advisory agreement
Below is a summary of the material terms of the New
Sub-Advisory Agreement. The terms are substantially similar to the terms of
other sub-advisory agreements K2 Advisors has with the other unaffiliated
sub-advisors for the Fund.
Services
. Subject to
the overall policies, direction and review of the Board and to the instructions
and supervision of K2 Advisors, Graham Capital provides certain investment
advisory services for a portion of the Fund as agreed upon from time to time by
K2 Advisors and Graham Capital, including management of a continuous investment
program for that portion of the Fund’s assets allocated to Graham Capital by K2
Advisors from time to time (the “Sub-Advised Portion”) and determining in its
discretion the securities, cash and other financial instruments to be
purchased, retained or sold for the Sub-Advised Portion.
Management Fees
. K2 Advisors
compensates Graham Capital for providing investment advice and analysis and for
managing its respective portion of the assets allocated to it from time to time
by K2 Advisors. K2 Advisors pays Graham Capital for its services from the
management fees K2 Advisors receives from the Fund.
Payment of Expenses
. During the term of the
New Sub-Advisory Agreement, Graham Capital will pay all expenses incurred,
respectively, in connection with the activities to be provided by Graham
Capital under the agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Sub-Advised Portion.
Brokerage
. In performing the services
described above, Graham Capital shall use its best efforts to obtain for the
Fund the most favorable price and execution available. Subject to prior
authorization of appropriate policies and procedures by the Board, Graham
Capital may, to the extent authorized by law and in accordance with the terms
of the Fund’s prospectus and statement of additional information (“SAI”), cause
the Fund to pay a broker who provides brokerage and research services an amount
of commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker would have charged for effecting that
transaction, in recognition of the brokerage and research services provided by
the broker.
Continuance
. The New Sub-Advisory Agreement
will remain in effect for two years after its effective date, unless earlier
terminated. As provided therein, the New Sub-Advisory Agreement is thereafter
renewable annually (i) by a vote of the Board or (ii) by a vote of a majority
of the outstanding voting securities of the Fund, provided that in either event
the continuance is also approved by a vote of the majority of the Board who are
not “interested persons” (“Independent Trustees”) of any party to the New
Sub-Advisory Agreement, by a vote cast in person at a meeting called for the
purpose of voting on such approval.
Termination
.
The New Sub-Advisory Agreement may be terminated at
any time, without payment of any penalty, (i) by the Board or by vote of a
majority of the outstanding voting securities of the Fund, upon sixty days’
written notice to K2 Advisors and Graham Capital, (ii) by K2 Advisors or Graham
Capital upon sixty days’ written notice to the other party, or (iii) by K2
Advisors or the Fund upon a material breach by Graham Capital of any of Graham
Capital’s obligations or representations under the New Sub-Advisory Agreement
if such breach is not corrected within five business days after notice thereof
by K2 Advisors or the Fund.
The New Sub-Advisory Agreement shall
terminate automatically in the event of any assignment thereof, as defined in
the Investment Company Act of 1940, as amended, and upon any termination of the
investment management agreement between K2 Advisors and the Fund.
Standard of Care.
Under the New Sub-Advisory Agreement, Graham Capital and its directors,
officers or employees cannot be held liable to K2 Advisors or the Fund in the
absence of Graham Capital’s material breach of the New Sub-Advisory Agreement,
willful misfeasance, bad faith, gross negligence, or reckless disregard of its
duties, or untrue statement of material fact (or omission of such statement)
pertaining to the Sub-Advised Portion or Graham Capital. Graham Capital is
required to indemnify the Fund, K2 Advisors and each of its affiliates,
officers, directors, trustees, and employees for any damages or liability
incurred by them as a result of Graham Capital’s material breach of the New
Sub-Advisory Agreement, as well as under certain other circumstances. The New
Sub-Advisory Agreement contains similar provisions pursuant to which K2
Advisors is required to indemnify Graham Capital.
What factors did the Board consider when approving the New Sub-Advisory
Agreement?
At the December Meeting, K2 Advisors recommended that the
Board approve the New Sub-Advisory Agreement, and the Board, including a
majority of the Independent Trustees of the Fund, approved the New Sub-Advisory
Agreement. In approving the New Sub-Advisory Agreement, the Board, including
the Independent Trustees, determined that fees to be paid under the New
Sub-Advisory Agreement were fair and reasonable and that approval of the New
Sub-Advisory Agreement was in the best interests of the Fund and its shareholders. As
part of the approval process, the Trustees considered the process undertaken
and information provided during their consideration and initial approval of the
investment management agreement between K2 Advisors and the Trust, on behalf of
the Fund, and the sub-advisory agreements between K2 Advisors and each of the
Fund’s existing sub-advisors at the meeting of the Board in September 2013 (the
“September Meeting”).
In making the foregoing approvals, the Independent Trustees
received assistance and advice from their independent counsel and, in addition
to the materials provided at the September Meeting, considered various
materials related to the New Sub-Advisory Agreement including: (1) a copy of
the proposed form of the New Sub-Advisory Agreement; (2) information describing
the nature, quality and extent of services that Graham Capital would provide to
the Fund, and the proposed sub-advisory fees payable to Graham Capital; (3) a
report from K2 Advisors on the diligence conducted on Graham Capital and the
reasons for recommending Graham Capital as a sub-advisor for the Fund,
including, but not limited to, Graham Capital’s background, experience,
personnel, operations, policies, procedures and compliance functions and plans
for the integration of such operations, policies, procedures and compliance
functions with those of K2 Advisors; and (4) a report from the Fund’s Chief
Compliance Officer regarding Graham Capital’s compliance program and
capabilities, including Graham Capital’s policies and procedures in place to
address potential conflicts of interest, and the diligence undertaken by the
Fund’s Chief Compliance Officer with respect thereto. The Board noted that the
terms of the New Sub-Advisory Agreement were substantially similar to the terms
of the sub-advisory agreements with the Fund’s existing sub-advisors.
The Board’s consideration of whether to approve the New
Sub-Advisory Agreement on behalf of the Fund took into account several factors
including, but not limited to, the following: (1) the nature and quality of
the services to be provided by Graham Capital to the Fund under the New
Sub-Advisory Agreement; (2) Graham Capital’s experience as a manager of other
funds and accounts; (3) Graham Capital’s strength and reputation within the industry;
(4) the fairness
of the compensation under the New
Sub-Advisory Agreement; (5) the personnel, operations, financial condition, and
investment management capabilities, methodologies and resources of Graham
Capital, including its expertise in the management of other alternative
strategy funds; (6) profitability matters; and (7) the reports referred to
above provided by K2 Advisors and the Fund’s Chief Compliance Officer.
Particular attention was given to the due diligence and risk management
procedures of K2 Advisors with respect to selecting and overseeing sub-advisors
of the Fund, as well as Graham Capital’s risk management program.
The following sets forth some of the primary information and
factors relevant to the Board’s decisions. This discussion of the information
and factors considered by the Board (including the information and factors
discussed above) is not intended to be exhaustive, but rather summarizes
certain factors considered by the Board. In addition, individual Trustees may
have assigned different weights to various factors.
NATURE, EXTENT AND QUALITY OF SERVICES
. The Trustees
reviewed the nature, extent and quality of the services to be provided by
Graham Capital. In this regard, they reviewed the Fund’s investment goal and
Graham Capital’s proposed investment strategy and sub-strategy, and Graham
Capital’s ability to implement such investment strategy and/or sub-strategy,
including, but not limited to, Graham Capital’s trading practices and
investment decision processes.
With respect to the sub-advisory services to be provided by
Graham Capital, the Board noted the responsibilities that Graham Capital would
have with respect to the Sub-Advised Portion of the Fund, including, among
others, implementing the investment strategies with respect to the Sub-Advised
Portion and ensuring compliance with the investment strategies, policies, and
limitations of the Sub-Advised Portion. The Trustees considered the successful
performance of Graham Capital in managing other investment products with similar
investment strategies to the investment strategies of the Sub-Advised Portion
of the Fund.
The Trustees reviewed the portfolio management team at
Graham Capital that would be responsible for managing the Sub-Advised Portion,
including the team’s performance, staffing, skills and compensation program.
The Trustees considered various other products, portfolios and entities that
are advised by Graham Capital, their relative fees and reasons for differences
with respect thereto and any potential conflicts. The Board also considered a
report from the Trust’s Chief Compliance Officer regarding Graham Capital’s
compliance programs as such policies relate to the operations of the Fund. The
Board considered the selection and due diligence process employed by K2
Advisors in proposing Graham Capital as a sub-advisor to the Fund, including
the due diligence undertaken with respect to Graham Capital’s compliance
capabilities, and efforts to integrate Graham Capital’s operations, policies,
procedures and compliance functions with those of K2 Advisors.
Based on their review, the Trustees were satisfied with the
nature and quality of the overall services to be provided by Graham Capital to
the Fund and its shareholders and were confident in the abilities of Graham Capital
to implement its proposed investment strategy, and to provide quality services
to the Fund and its shareholders.
INVESTMENT PERFORMANCE
. The Board noted that, as
Graham Capital has not provided any services to the Fund, there was no
investment performance of Graham Capital with
respect
to the Fund. The Board considered the investment performance of Graham Capital
in managing other investment products with similar investment objectives to the
Sub-Advised Portion. The Board also considered the proposed performance
benchmarks for the Fund and how such benchmarks would be utilized to measure
the performance of Graham Capital in managing the Sub-Advised Portion.
COMPARATIVE EXPENSES AND PROFITABILITY
. The Board
considered the cost of the services to be provided by Graham Capital. The
Board also noted that it could not evaluate Graham Capital’s profitability with
respect to the Fund since no assets had yet been allocated to Graham Capital.
The Board noted that the sub-advisory fees would be paid by
K2 Advisors to Graham Capital and would not be additional fees to be borne by
the Fund. The Board also noted that the sub-advisory fees to be paid by K2
Advisors to Graham Capital were the product of arms-length negotiations between
K2 Advisors and Graham Capital and the Board considered the allocation of the
investment management fee charged to the Fund between K2 Advisors and Graham
Capital in light of the nature, extent and quality of the investment management
services expected to be provided by K2 Advisors and Graham Capital. The
Trustees considered various other products, portfolios and entities that are
advised by Graham Capital and the allocation of assets and expenses among and
within them, as well as their relative fees and reasons for differences with
respect thereto and any potential conflicts. The Board considered the extent
to which Graham Capital may derive ancillary benefits from the Fund’s
operations.
With respect to the impact on K2 Advisors’ and its
affiliates’ profitability as a result of hiring Graham Capital as a sub-advisor
to the Fund, the Board considered the following: (1) the limited operating
history of the Fund, (2) the considerable expenses the Fund is expected to
incur in its first year of operation, which will largely be absorbed by K2
Advisors through expense waivers, and the Fund is not anticipated to generate
significant, if any, profit for K2 Advisors and/or its affiliates for some
time, (3) the sub-advisory fees to be paid to Graham Capital are the same as
the fees charged by all of the Fund’s existing sub-advisors, other than one
sub-advisor that charges a fee lower than the sub-advisory fees to be charged
by Graham Capital, and (4) K2 Advisors’ belief that the hiring of Graham
Capital as a sub-advisor will not have any demonstrable impact on K2 Advisors’
profitability.
Based upon its consideration of all these factors, the Board
determined that the sub-advisory fee structure was fair and reasonable.
ECONOMIES OF SCALE
. The Board considered economies of
scale that may be realized by Graham Capital as the Fund grows larger and the
extent to which such economies of scale may be shared with Fund shareholders,
as for example, in the level of sub-advisory fees charged, in the quality and
efficiency of services rendered and in increased capital commitments benefiting
the Fund directly or indirectly. Because the Fund had only recently commenced
operations and Graham Capital had not provided any services to the Fund, the
Board concluded that economies of scale were difficult to consider at this
time.
Conclusion
After consideration of the foregoing
factors, and such other matters as were deemed relevant, and with no single
factor being determinative to their decision, the Trustees—including a majority
of the Independent Trustees—with the assistance of independent counsel approved
the New Sub-Advisory Agreement, including the fees payable thereunder, with
Graham Capital.
ADDITIONAL
INFORMATION ABOUT THE TRUST
The Investment Manager and Unaffiliated Sub-Advisors
K2 Advisors currently serves
as the Fund’s investment manager pursuant to an investment management agreement
dated September 25, 2013, with K2 Advisors and the Trust (the “Management
Agreement”). The Management Agreement was approved by the Board, including the
Independent Trustees, on September 13, 2013. K2 Advisors’ principal offices are
located at 300 Atlantic Street, 12th Floor, Stamford, Connecticut 06901.
Together, K2 Advisors and its affiliates manage, as of February 28, 2014, over
$882 billion in assets. K2 Advisors has been in the investment management
business since 1994. K2 Advisors is a majority owned subsidiary of Franklin
Resources, Inc. (“FRI”), a publicly owned company engaged in the financial
services industry through its subsidiaries. Charles B. Johnson (former Chairman
and Director of FRI) and Rupert H. Johnson, Jr. (Vice Chairman and Director of
FRI) are the principal shareholders of FRI. The Trustees of the Trust who are
affiliated with K2 Advisors or its affiliates and certain officers of the Trust
who are shareholders of FRI are not compensated by the Trust or the Fund for
their services, but may receive indirect remuneration due to their
participation in management and advisory fees received by K2 Advisors and their
affiliates from the Fund.
The Trust employs K2 Advisors to manage the investment and
reinvestment of the Fund’s assets, to administer its affairs and to provide or
procure, as applicable, administrative and other services, subject to the
oversight of the Board. Under the Management Agreement, K2 Advisors has the
authority to supervise and direct the Fund’s investments and has the discretion
to determine from time to time what securities and other investments will be
purchased or sold by the Fund and what portion of its assets will be invested
or held uninvested as cash. K2 Advisors also may place orders with or through
such brokers, dealers or futures commissions merchants as it may select. In
addition, K2 Advisors has the authority and discretion to discharge and
delegate its investment management responsibilities through the appointment of
one or more sub-advisors. In allocating the Fund’s assets, K2 Advisors has
discretion to not allocate any assets to one or more sub-advisors at any time.
The Fund pays K2 Advisors a fee equal to an annual rate of
2.05% of the value of its net assets. The fee is calculated daily and paid
monthly according to the terms of the Management Agreement. Each class of the
Fund’s shares pays its proportionate share of the fee. K2 Advisors has agreed
to waive or limit its fees and to assume as its own certain expenses otherwise
payable by the Fund so that expenses (excluding Rule 12b-1 fees; acquired fund
fees; expenses related to securities sold short; and certain non-routine
expenses or costs (including those relating to litigation, indemnification,
reorganizations and liquidations)) for each class of the Fund do not exceed
(and could be less than) 2.15% until October 4, 2014. Under this fee and
expense waiver, fees and expenses of the Fund (including management, administration
and custody fees) will be
waived equally among all
classes and, to the extent necessary, transfer agency fees will be waived
equally among all classes, except with respect to Class R6, for which its
class-specific transfer agency fees may be waived in a different amount. The
management fees before and after such waiver as of the most recently completed
fiscal year will be available in the Fund’s initial annual report to
shareholders.
The Fund’s current sub-advisors are Chilton Investment
Company, LLC (managing a long short equity strategy), Impala Asset Management,
LLC (managing a long short equity strategy), Jennison Associates, LLC (managing
a long short equity strategy), P. Schoenfeld Asset Management L.P.
(managing an event driven strategy), York Registered
Holdings, L.P.
(managing an event driven
strategy), Basso Capital Management, L.P.
(managing
a relative value strategy), Lazard Asset Management, LLC (managing a relative
value strategy), Chatham Asset Management, LLC (managing a relative value strategy),
Loomis Sayles & Company, L.P.
(managing
a relative value strategy), Independence Capital Asset Partners, LLC (managing
a long short equity strategy), and Wellington Management Company, LLP (managing
a long short equity strategy).
In order to gain exposure to commodities, the Fund has
established a Cayman Islands-based company (“Subsidiary”) to invest in
commodity-linked derivatives, including swaps, certain commodity linked notes,
options, futures and options on futures. The Fund must meet certain
requirements under the Internal Revenue Code for favorable tax treatment as a
regulated investment company, relating to sources of its income and
diversification of its assets. The Fund intends to treat the income from its
investment in the Subsidiary as qualifying income realized in connection with
its investment in the stock of the Subsidiary. The tax treatment of
commodity-linked derivative instruments may be adversely affected by changes in
legislation, regulations or other legally binding authority which may, in turn,
affect the Fund’s investment in the Subsidiary.
K2 Advisors compensates each sub-advisor for
providing investment advice and analysis and for managing its respective
portion of the Assets allocated to it from time to time by K2 Advisors. K2
Advisors pays each of the sub-advisors for their services from the management
fees it receives from the Fund.
The Administrator
The administrator for the Fund is
Franklin Templeton Services, LLC (“FT Services”), with offices at One Franklin
Parkway, San Mateo, California 94403-1906. FT Services is an indirect,
wholly-owned subsidiary of FRI and an affiliate of K2 Advisors. The Bank of
New York Mellon, Mutual Funds Division, 100 Church Street, New York, New York
10286, has an agreement with FT Services to provide certain sub-administrative
services and facilities for the Fund.
The Principal Underwriter
The principal underwriter for the Fund is Franklin Templeton
Distributors, Inc. (“Distributors”), One Franklin Parkway, San Mateo,
California 94403-1906. As principal underwriter, Distributors receives
underwriting commissions and 12b-1 fees pursuant to separate Rule 12b-1 plans
adopted by the Board for the Fund, which fees are used for, among other
things, service fees paid to securities dealers,
advertising expenses and the costs of printing sales material and
prospectuses.
The Transfer Agent
The transfer agent and shareholder servicing agent for the
Fund is Franklin Templeton Investor Services, LLC, located at 3344 Quality
Drive, Rancho Cordova, California 95670-7313.
Other Matters
The Fund’s audited financial statements and annual report
for its initial fiscal year, and any subsequent semi-annual report to
shareholders, will be available free of charge. To obtain a copy, please call
(800) DIAL BEN/ (800) 342-5236 or send a written request to Franklin Templeton
Investor Services, LLC, P.O. Box 33030, St. Petersburg, Florida 33733-8030. A
discussion of the basis for the Board’s approval of the Management Agreement
will be available in the Fund’s initial semi-annual report to shareholders for
the period ended November 30, 2013.
Principal Shareholders
The outstanding shares and classes of the Fund as of
February 28, 2014, are set forth in Exhibit A.
From time to time, the number of shares held in “street
name” accounts of various securities dealers for the benefit of their clients
may exceed 5% of the total shares outstanding of any class of the Fund. To the
knowledge of the Fund’s management, as of February 28, 2014, there were no
other entities, except as set forth in Exhibit A, owning beneficially more than
5% of the outstanding shares of any class of the Fund.
In addition, to the knowledge of the Trust’s management, as
of February 28, 2014, no Trustee of the Trust owned 1% or more of the outstanding
shares of any class of the Fund (except as shown in Exhibit A). The Trustees
and officers, as a group, of the Trust owned less than 1% of the outstanding
shares of each class of shares of the Fund.
Contacting the Board
If a shareholder wishes to
send a communication to the Board, such correspondence should be in writing and
addressed to the Board at the Trust’s offices, One Franklin Parkway, San Mateo,
California 94403-1906, Attention: Secretary. The correspondence will be given
to the Board for review and consideration.
EXHIBIT A
OUTSTANDING SHARES OF THE
Franklin K2 Alternative Strategies Fund
AS OF FEBRUARY 28, 2014
Franklin K2 Alternative Strategies Fund
|
|
Outstanding Shares
|
Class A Shares
|
|
4,970,466
|
Class C Shares
|
|
1,227,347
|
Class R Shares
|
|
1,097,561
|
Class R6 Shares
|
|
20,203,930
|
Advisor Class Shares
|
|
3,887,254
|
Total
|
|
31,386,558
|
5% SHAREHOLDERS
Entities Owning Beneficially more than Five Percent (5%) of the Outstanding Shares of any Class of Franklin K2 Alternative Strategies Fund as of February 28, 2014
Class
|
Name and Address of Account
|
Share Amount
|
Percentage of
Class (%)
|
Class A Shares
|
Franklin Resources, Inc.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
|
3,341,131
|
67.22
|
|
Charles Schwab & Co, Inc.
211 Main Street
San Francisco, CA 94105-1905
|
1,014,823
|
20.42
|
Class C Shares
|
Franklin Resources, Inc.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
|
1,097,466
|
89.42
|
Class
|
Name and Address of Account
|
Share Amount
|
Percentage of
Class (%)
|
|
LPL Financial
P.O. Box 509046
San Diego, CA 92150-9046
|
65,606
|
5.35
|
Class R Shares
|
Franklin Resources, Inc.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
|
1,097,466
|
99.99
|
Class R6 Shares
|
Franklin Resources, Inc.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
FT Growth Allocator Fund
One Franklin Parkway
San Mateo, CA 94403-1906
FT Conservative Allocation Fund
3344 Quality Drive
Rancho Cordova, CA 95670-7313
FT Moderate Allocation Fund
3344 Quality Drive
Rancho Cordova, CA 95670-7313
|
1,097,466
4,335,456
5,157,034
8,622,053
|
5.43
21.46
25.52
42.68
|
Advisor Class Shares
|
Franklin Resources, Inc.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
|
3,341,131
|
85.95
|
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