FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
497, 1998-08-11
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FAS STKP2


                        SUPPLEMENT DATED AUGUST 11, 1998
                              TO THE PROSPECTUS OF
                    FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
                DATED DECEMBER 1, 1997, AS AMENDED AUGUST 3, 1998


The prospectus is amended as follows:

Franklin  Bond Fund ("Bond  Fund") is added to the list of  Underlying  Funds in
which the Funds may  invest.  The Funds will invest in Advisor  Class  shares of
Bond Fund.

The  investment  goal of Bond Fund is to provide a high level of current  income
consistent with the preservation of capital,  with capital appreciation over the
long term as a secondary  goal. The fund tries to achieve its investment goal by
investing  at least 65% of its total  assets in  investment  grade  fixed-income
securities,  including debt  securities  and  mortgage-backed  and  asset-backed
securities.   Up  to  35%  of  the  fund's  total  assets  may  be  invested  in
non-investment  grade  fixed-income  securities.  The fund may buy securities of
issuers in any foreign country, developed or developing.

The fund will allocate  assets among  securities in various market sectors based
on its investment  manager's assessment of changing economic,  market,  industry
and issuer  conditions.  The fund's  investment  manager  will use a  "top-down"
analysis  of  macroeconomic  trends,  combined  with a  "bottom-up"  fundamental
analysis of market sectors,  industries and issuers to attempt to take advantage
of varying sector  reactions to economic  events.  The  investment  manager will
evaluate  business  cycles,  changes in yield curves and apparent  imbalances in
values  between  and  within  markets,  as well as the  risks  of  investing  in
particular foreign markets.

The fund may buy fixed-income  securities which are rated B or better by Moody's
or S&P or unrated debt which it determines to be of comparable quality.

The fund may  invest  in  mortgage-backed  securities  that are  issued  by U.S.
government agencies, foreign government agencies, and private institutions.  The
payment of  interest  and  principal  on  securities  issued by U.S.  government
agencies generally is guaranteed either by the full faith and credit of the U.S.
government  or by the credit of the agency.  The  guarantee  applies only to the
timely  repayment  of principal  and  interest and not to the market  prices and
yields of the  securities or to the Net Asset Value or  performance of the fund,
which will vary with  changes in  interest  rates and other  market  conditions.
Mortgage-backed  securities  issued by foreign  government  agencies and private
institutions are not guaranteed by the U.S. government or its agencies. The fund
may also invest in collateralized mortgage obligations.

The fund may  invest in  Treasury  bills,  notes  and  bonds,  which are  direct
obligations of the U.S.  government,  backed by the full faith and credit of the
U.S. Treasury,  and in securities issued or guaranteed by federal agencies.  The
fund may also invest in securities  issued or guaranteed by foreign  governments
and their agencies.

Under ordinary circumstances,  the fund does not expect that it will invest more
than 10% of its total assets in futures and related options contracts;  however,
during the fund's  initial  period of  operations,  it is  anticipated  that the
fund's  investment in these  contracts  will not exceed 25% of total assets.  To
help protect its portfolio  against adverse changes in foreign currency exchange
rates,  the fund may (1) buy and sell foreign currency at the prevailing rate in
the  foreign  currency  exchange  market;  and (2) enter  into  forward  foreign
currency  contracts which are agreements to buy or sell a specific currency at a
set price on a future date (generally within one year).

Please keep this supplement for future reference.





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