TEMPLETON GLOBAL SMALLER COMPANIES FUND INC
497, 1998-07-31
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103 STKP1
410 STKP1

                         SUPPLEMENT DATED AUGUST 3, 1998
                             TO THE PROSPECTUSES OF

                        TEMPLETON GLOBAL REAL ESTATE FUND
                  TEMPLETON GLOBAL SMALLER COMPANIES FUND, INC.
                              dated January 1, 1998

The prospectus is amended as follows:

I. The minimum  investments table in the section "How Do I Buy Shares? - Opening
Your Account" is replaced with the following: 

                                                                    MINIMUM 
                                                                  INVESTMENTS
- ------------------------------------------------------------------------------
  To open a regular, non-retirement account                           $1,000
  To open an IRA, IRA Rollover, Roth IRA, or Education IRA            $  250*
  To open a custodial account for a minor (an UGMA/UTMA account)      $  100
  To open an account with an automatic investment plan                $   50**
  To add to an account                                                $   50***

  *For  all  other  retirement  accounts,  there  is  no  minimum  investment
   requirement.
  **$25 for an Education IRA.
  ***For all  retirement  accounts  except IRAs,  IRA  Rollovers,  Roth IRAs, or
  Education  IRAs,  there is no minimum to add to an account.  

     For  purchases  by  broker-dealers,   registered   investment  advisors  or
certified   financial   planners  who  have  entered  into  an  agreement   with
Distributors  for clients  participating  in  comprehensive  fee  programs,  the
minimum initial  investment is $250. The minimum initial  investment is $100 for
officers,  trustees, directors and full-time employees of the Franklin Templeton
Funds or the Franklin Templeton Group, and their family members, consistent with
our  then-current  policies. 

     We reserve  the right to change the amount of these  minimums  from time to
time or to waive or lower these minimums for certain purchases.  We also reserve
the right to refuse any order to buy shares.

II. The following  paragraph is added to the end of the section "Group Purchases
- - Class I Only," found under "How Do I Buy Shares? - Sales Charge Reductions and
Waivers":

     A qualified  group does not  include a 403(b) plan that only allows  salary
     deferral  contributions.  403(b)  plans  that only  allow  salary  deferral
     contributions  and that  purchased  Class I shares of the Fund at a reduced
     sales charge under the group purchase  privilege  before  February 1, 1998,
     however, may continue to do so.

III. The following new category 7 is added to the end of the first list of sales
charge waiver categories in the section "Sales Charge Waivers," found under "How
Do I Buy Shares? - Sales Charge Reductions and Waivers":

     7.  Redemption  proceeds from a repurchase  of shares of Franklin  Floating
     Rate Trust, if the shares were continuously held for at least 12 months.

     If you immediately placed your redemption proceeds in a Franklin Bank CD or
a Franklin  Templeton money fund, you may reinvest them as described  above. The
proceeds  must be  reinvested  within  365 days  from  the date the CD  matures,
including any rollover, or the date you redeem your money fund shares.

IV. The  following  new  category  12 is added to the end of the second  list of
sales charge waiver  categories in the section  "Sales  Charge  Waivers,"  found
under "How Do I Buy Shares? - Sales Charge Reductions and Waivers":

     12. Qualified registered investment advisors who buy through a
     broker-dealer or service agent who has entered into an agreement with
     Distributors

V. The section  "Retirement  Plans,"  found under "How Do I Buy Shares?  - Sales
Charge Reductions and Waivers," is replaced in its entirety with the following:

     Retirement  Plans.  Retirement  plans that (i) are sponsored by an employer
     with at least 100  employees,  or (ii) have plan  assets of $1  million  or
     more, or (iii) agree to invest at least $500,000 in the Franklin  Templeton
     Funds  over a 13 month  period may buy Class I shares  without a  front-end
     sales charge.  Retirement  plans that are not Qualified  Retirement  Plans,
     SIMPLEs or SEPs must also meet the  requirements  described  under  "Group
     Purchases - Class I Only" above to be able to buy Class I shares  without a
     front-end sales charge.  We may enter into a special  arrangement  with a
     Securities Dealer, based on  criteria  established  by the  Fund,  to add
     together certain small Qualified  Retirement Plan accounts for the purpose
     of meeting these requirements.

     For retirement  plan accounts  opened on or after May 1, 1997, a Contingent
     Deferred Sales Charge may apply if the retirement  plan is transferred  out
     of the  Franklin  Templeton  Funds  or  terminated  within  365 days of the
     retirement plan account's initial purchase in the Franklin Templeton Funds.
     Please see "How Do I Sell Shares?  - Contingent  Deferred Sales Charge" for
     details.  

     Any  retirement  plan  that does not meet the  requirements  to buy Class I
     shares  without a front-end  sales charge and that was a shareholder of the
     Fund on or before February 1, 1995, may buy shares of the Fund subject to a
     maximum  sales  charge of 4% of the Offering  Price,  3.2% of which will be
     retained by Securities Dealers.

VI. The first paragraph under "May I Exchange Shares for Shares of Another Fund?
- - Will Sales Charges Apply to My Exchange?" is replaced with the following:

     You generally  will not pay a front-end  sales charge on exchanges.  If you
     have  held your  shares  less than six  months,  however,  you will pay the
     percentage  difference between the sales charge you previously paid and the
     applicable  sales charge of the new fund,  if the  difference  is more than
     0.25%.  If you have never paid a sales charge on your shares  because,  for
     example,  they  have  always  been held in a money  fund,  you will pay the
     Fund's  applicable  sales  charge  no  matter  how long you have  held your
     shares.  These charges may not apply if you qualify to buy shares without a
     sales charge.

VII. The following new item is added under "May I Exchange  Shares for Shares of
Another Fund? - Exchange  Restrictions":  

/bullet/ You must meet the applicable  minimum investment amount of the fund you
         are exchanging into, or exchange 100% of your Fund shares.

VIII. The following replaces the second paragraph under "How Do I Sell Shares? -
Contingent Deferred Sales Charge":

     Certain  retirement  plan accounts opened on or after May 1, 1997, and that
     qualify to buy Class I shares without a front-end  sales charge may also be
     subject to a Contingent  Deferred  Sales Charge if the  retirement  plan is
     transferred out of the Franklin  Templeton  Funds or terminated  within 365
     days of the account's initial purchase in the Franklin Templeton Funds.


PAGE


IX. The section "Keeping Your Account Open," found under "Transaction Procedures
and Special Requirements," is replaced in its entirety with the following:

  Keeping Your Account Open
  Due to the relatively high cost of maintaining a small account, we may close
  your  account if the value of your shares is less than $250,  or less than $50
  for employee accounts and custodial accounts for minors. We will only do this
  if the value of your account fell below this amount because you  voluntarily
  sold your shares and your account has been inactive (except for the
  reinvestment of distributions) for at least six months. Before we close your
  account, we will notify you and give you 30 days to increase the value of your
  account to $1,000, or $100 for employee  accounts and custodial accounts for
  minors. These minimums do not apply to IRAs and other retirement plan accounts
  or to accounts managed by the Franklin Templeton Group.

X.The following definitions are revised or added, as applicable, to the "Useful
Terms and Definitions" section:

     Contingency Period - For Class I shares, the 12 month period during which a
     Contingent Deferred Sales Charge may apply.  For Class II shares, the
     contingency period is 18 months. The holding period begins on the day you
     buy your shares.  For example, if you buy shares on the 18th of the month,
     they will age one month on the 18th day of the next month and each
     following month.

     SIMPLE (Savings Incentive Match Plan for Employees) - An employer sponsored
     salary deferral plan established under section 408(p) of the Code

                Please keep this supplement for future reference.






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