FRANKLIN FLOATING RATE TRUST
497, 1998-04-30
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                         SUPPLEMENT DATED APRIL 30, 1998
                              TO THE PROSPECTUS OF
                          FRANKLIN FLOATING RATE TRUST
                               DATED APRIL 1, 1998


The prospectus is amended as follows:

I. The third sentence under the subsection  "Opening Your Account" on page 36 is
   deleted.

II. The following new subsection is added to the bottom of page 37.

      MAY I BUY COMMON SHARES IN CONNECTION WITH RETIREMENT PLANS?

      Retirement plan investors should be aware of the following features of the
      Fund  which  may  impact  their  decision  as to  whether  the  Fund is an
      appropriate  investment  for the  retirement  plan.  Common Shares are not
      liquid;  unlike open end fund shares,  they are not redeemable on each day
      that the Fund is open for  business;  and  unlike  traditional  closed end
      funds,  shares of the Fund do not trade on any  exchange  and thus  cannot
      readily  be sold.  Although  the  Fund has  adopted  policies  to  provide
      quarterly Tender Offers,  these Tender Offers may not provide shareholders
      with the degree of liquidity  they desire or may require for tax purposes.
      Additionally,  even during a Tender Offer a shareholder may not be able to
      have all of the shares it wishes to tender be  repurchased by the Fund. If
      the number of shares tendered by all  shareholders  exceeds the repurchase
      amount authorized by the Board, the Fund may not be able to repurchase all
      shares  submitted and thus may repurchase  shares on a pro rata basis. The
      Fund also imposes an Early  Withdrawal  Charge on the proceeds  payable to
      shareholders  from the Fund's  repurchase  of Common  Shares  tendered  by
      shareholders within 12 months of their purchase.

      The features  described  above could result in a retirement plan paying an
      Early  Withdrawal  Charge  and/or not being able to comply with  mandatory
      distribution requirements. Accordingly, retirement plan investors may wish
      to limit the  percentage  of plan  assets,  for  example to 10%,  that are
      invested in the Fund.

      The Fund does not monitor  retirement plan  requirements for any investor.
      Please  consult  your legal,  tax or  retirement  plan  specialist  before
      choosing a  retirement  plan or electing  to invest in the Fund  through a
      retirement  plan. Your investment  representative  or advisor can help you
      make investment decisions within your plan.

      Plan  documents are required for all retirement  plans.  Trust Company can
      provide the plan documents for you and serve as custodian or trustee.

      Trust  Company  can  provide  you  with  brochures   containing  important
      information about its plans. To establish a Trust Company retirement plan,
      you  will  need  an  application  other  than  the  one  included  in this
      prospectus. For a retirement plan brochure or application, call Retirement
      Plan Services.

III.  The  subsection  titled  "PAYMENTS  TO  SECURITIES  DEALERS" on page 38 is
      replaced in its entirety with the following.

      The  payments  described  below  may be made  to  Securities  Dealers  who
      initiate and are responsible for purchases of Common Shares.  The payments
      are  subject  to the  sole  discretion  of  Distributors,  and are paid by
      Distributors  or  one of  its  affiliates  and  not  by  the  Fund  or its
      shareholders.


      1. For  purchases of Common  Shares - 1.00% of the dollar amount of Common
         Shares sold by the Securities  Dealers.  This payment consists of 0.75%
         of sales  commission  and 0.25% of  service  fee (for the first  year's
         services).  For  purchases  of $3 million or more where the  Securities
         Dealer has  waived  this  payment,  the Common  Shares  purchased  will
         qualify  for  a  waiver  of  the  Early  Withdrawal  Charge.  In  these
         circumstances  Distributors,  at its  discretion,  may  pay  Securities
         Dealers up to 0.50%, paid over the initial six months of investment, of
         the dollar amount  invested.  [ARE WE SURE WE WANT TO GIVE THE BROKER A
         CHOICE SINCE ONE ALTERNATIVE  WOULD RESULT IN A POTENTIAL CHARGE TO THE
         SHAREHOLDER?   -  WILL  THIS   POSE  A   FIDUCIARY   PROBLEM   FOR  THE
         BROKER/DEALER?]

      2. Purchases by trust companies and bank trust  departments,  and Eligible
         Governmental Authorities - up to 0.25% of the amount invested

      A  Securities  Dealer  may  receive  only one of these  payments  for each
      qualifying purchase. For Securities Dealers who receive payments described
      in paragraph 1 above,  if Common  Shares remain  outstanding  for at least
      twelve months from the date of their original purchase, Distributors will,
      beginning in the  thirteenth  month,  compensate  the  Securities  Dealers
      quarterly  at an annual  rate of 0.50% of the value of the  Common  Shares
      sold by the Securities Dealers and remaining outstanding.

      The  total   compensation   paid  to  selected   Securities   Dealers  and
      Distributors,  including, but not limited to, the compensation paid at the
      time of purchase,  the quarterly  payments  mentioned  above and the Early
      Withdrawal  Charge will not amount to more than 8.00% of the initial gross
      proceeds  of the  offering  and will  comply  with the NASD  Conduct  Rule
      regarding sales charges of open-end investment companies.

IV.   The  following  is added as the  third  bullet  point on page 44 under the
      subsection  "WAIVERS OF THE EARLY WITHDRAWAL  CHARGE" (that begins on page
      43).

          Purchases  of $3  million or more if the  Securities  Dealer of record
         received a payment  from  Distributors  of 0.50% or less in  connection
         with the purchase.

V.    The following  definition is added to the section "Glossary - Useful Terms
      and Definitions" beginning on page 58.

      TRUST COMPANY - Franklin Templeton Trust Company. Trust Company is an 
      affiliate of Distributors and both are wholly owned subsidiaries of
      Resources.





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