INSTITUTIONAL FIDUCIARY TRUST
497, 1998-12-31
Previous: MERRILL LYNCH CALIFORNIA BOND FUND OF ML CALIF MUN SERIES TR, 497, 1998-12-31
Next: ROCKWOOD FUND INC, 485APOS, 1998-12-31



o  IFT *P

                       SUPPLEMENT DATED JANUARY 1, 1999
                             TO THE PROSPECTUS OF
                        INSTITUTIONAL FIDUCIARY TRUST
 (IFT1 - MONEY MARKET PORTFOLIO AND FRANKLIN U.S. GOVERNMENT SECURITIES MONEY
                              MARKET PORTFOLIO)
                            DATED NOVEMBER 1, 1998


The prospectus is amended as follows:

I.    The following is added under "What Are the Risks of Investing in the
      Funds?":

      YEAR 2000.  When evaluating current and potential portfolio positions,
      Year 2000 is one of the factors Advisers considers.

      Advisers will rely upon public filings and other statements made by
      issuers about their Year 2000 readiness. Issuers in countries outside
      the U.S. may not be required to make the same level of disclosure about
      Year 2000 readiness as is required in the U.S. Advisers, of course,
      cannot audit each issuer and its major suppliers to verify their Year
      2000 readiness.

      If an issuer in which the fund or the Portfolio is invested is
      adversely affected by Year 2000 problems, it is likely that the price
      of its security will also be adversely affected. A decrease in the
      value of one or more of the Portfolio's or the fund's portfolio
      holdings will have a similar impact on the price of the fund's shares.
      Please see "Year 2000 Problem" under "Who Administers the Funds?" for
      more information.

II.   The following replaces the section "Year 2000 Issue" under "Who
      Administers the Funds?":

      YEAR 2000 PROBLEM. The funds' business operations depend on a worldwide
      network of computer systems that contain date fields, including
      securities trading systems, securities transfer agent operations and
      stock market links. Many of the systems currently use a two digit date
      field to represent the date, and unless these systems are changed or
      modified, they may not be able to distinguish the Year 1900 from the
      Year 2000 (commonly referred to as the Year 2000 problem). In addition,
      the fact that the Year 2000 is a non-standard leap year may create
      difficulties for some systems.

      When the Year 2000 arrives, the funds' operations could be adversely
      affected if the computer systems used by Advisers, its service
      providers and other third parties it does business with are not Year
      2000 ready. For example, the funds' portfolio and operational areas
      could be impacted, including securities trade processing, interest and
      dividend payments, securities pricing, shareholder account services,
      reporting, custody functions and others. The fund could experience
      difficulties in effecting transactions if any of its foreign
      subcustodians, or if foreign broker-dealers or foreign markets are not
      ready for Year 2000.

      Advisers and its affiliated service providers are making a concerted
      effort to take steps they believe are reasonably designed to address
      their Year 2000 problems. Of course, the funds' ability to reduce the
      effects of the Year 2000 problem is also very much dependent upon the
      efforts of third parties over which the funds and Advisers may have no
      control.

III.  The fourth sentence of the first paragraph under "How Is the Trust
      Organized?" is replaced with the following:

      Shares of each fund are considered Class A shares for redemption,
      exchange and other purposes.

      All references in the prospectus to Class I shares are replaced with
      Class A.

IV.   The third item in the section "Exchange Restrictions," found under
      "May I Exchange Shares for Shares of Another Fund?", is replaced with
      the following:

      o  Generally exchanges may only be made between identically registered
         accounts.

V.    In the "By Phone" section of the chart under "How Do I Sell Shares?",
      the second item is replaced with the following:

      2.  For requests over $100,000, you must complete an Institutional
          Telephone Privileges Agreement. Call Institutional Services to
          receive a copy.

VI.   Under "Transaction Procedures and Special Requirements,"

      (a) the section "Joint Accounts" is replaced with the following:

      JOINT ACCOUNTS. For accounts with more than one registered owner, the
      funds accept written instructions signed by only one owner for
      transactions and account changes that could otherwise be made by phone.
      For all other transactions and changes, all registered owners must sign
      the instructions.

      Please keep in mind that if you have previously told us that you do not
      want telephone exchange or redemption privileges on your account, then
      we can only accept written instructions to exchange or redeem shares if
      they are signed by all registered owners on the account.

      (b) and the reference to $50,000 in the section "Signature Guarantees"
      is replaced with $100,000.


              Please keep this supplement for future reference.
o IFT2 *P1


                        SUPPLEMENT DATED JANUARY 1, 1999
                              TO THE PROSPECTUS OF
                          INSTITUTIONAL FIDUCIARY TRUST
  (IFT2 - FRANKLIN INSTITUTIONAL ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AND
             FRANKLIN INSTITUTIONAL ADJUSTABLE RATE SECURITIES FUND)
                             DATED NOVEMBER 1, 1998


The prospectus is amended as follows:

I.  As  of  December  11,  1998,  the  Franklin  Institutional  Adjustable  Rate
Securities Fund is closed to new investors.

II.  The  following  is added  under  "What  Are the Risks of  Investing  in the
Funds?":

YEAR 2000. When evaluating current and potential portfolio positions,  Year 2000
is one of the factors Advisers considers.

Advisers will rely upon public filings and other statements made by issuers
about their Year 2000 readiness. Advisers, of course, cannot audit each issuer
and its major suppliers to verify their Year 2000 readiness.

If an  issuer  in which  the fund or the  portfolio  is  invested  is  adversely
affected by Year 2000 problems, it is likely that the price of its security will
also be  adversely  affected.  A  decrease  in the  value  of one or more of the
portfolio's or the fund's  portfolio  holdings will have a similar impact on the
price  of  the  fund's  shares.  Please  see  "Year  2000  Problem"  under  "Who
Administers the Funds?" for more information.

III. The following replaces the section "Year 2000 Issue" under "Who Administers
the Funds?":

YEAR 2000 PROBLEM.  The funds' business operations depend on a worldwide network
of computer  systems  that contain date  fields,  including  securities  trading
systems,  securities  transfer agent operations and stock market links.  Many of
the systems  currently  use a two digit date field to  represent  the date,  and
unless  these  systems  are  changed  or  modified,  they  may  not be  able  to
distinguish  the Year 1900 from the Year 2000 (commonly  referred to as the Year
2000 problem).  In addition,  the fact that the Year 2000 is a non-standard leap
year may create difficulties for some systems.

When the Year 2000 arrives, the funds' operations could be adversely affected if
the computer  systems used by Advisers,  its service  providers  and other third
parties it does business with are not Year 2000 ready.  For example,  the funds'
portfolio and operational  areas could be impacted,  including  securities trade
processing,  interest and dividend  payments,  securities  pricing,  shareholder
account services, reporting, custody functions and others.

Advisers and its affiliated  service  providers are making a concerted effort to
take steps they  believe  are  reasonably  designed  to address  their Year 2000
problems.  Of course,  the funds' ability to reduce the effects of the Year 2000
problem is also very much dependent upon the efforts of third parties over which
the funds and Advisers may have no control.

IV.  The  fourth  sentence  of the  first  paragraph  under  "How  Is the  Trust
Organized?" is replaced with the following:

Shares of each fund are considered Class A shares for redemption, exchange and
other purposes.

All  references  in the  prospectus to Class I shares are replaced with Class A,
and all references to Class II shares are replaced with Class C.

V. Under "May I Exchange Shares for Shares of Another Fund?",

(a) in the "By Phone"  section of the chart,  the bulleted item is replaced with
the following:

- -    For requests over $100,000, you must complete an Institutional Telephone
     Privileges Agreement. Call Institutional Services to receive a copy.

(b) and the third item in the section  "Exchange  Restrictions" is replaced with
the following:

o  Generally exchanges may only be made between identically registered accounts.

VI. In the "By Phone" section of the chart under "How Do I Sell Shares?", the
second item is replaced with the following:

2.   For requests over $100,000, you must complete an Institutional Telephone
     Privileges Agreement. Call Institutional Services to receive a copy.

VII. Under "Transaction Procedures and Special Requirements," the reference to
$50,000 in the section "Signature Guarantees" is replaced with $100,000.



                 Please keep this supplement for future reference.

o 149 *P


                          SUPPLEMENT DATED JANUARY 1, 1999
                                TO THE PROSPECTUS OF
                            FRANKLIN CASH RESERVES FUND
                               DATED NOVEMBER 1, 1998


The prospectus is amended as follows:

I. The following is added under "What Are the Risks of Investing in the Fund?":

YEAR 2000. When evaluating current and potential portfolio positions,  Year 2000
is one of the factors Advisers considers.

Advisers  will rely upon  public  filings and other  statements  made by issuers
about their Year 2000 readiness.  Issuers in countries  outside the U.S. may not
be required to make the same level of disclosure about Year 2000 readiness as is
required in the U.S. Advisers, of course, cannot audit each issuer and its major
suppliers to verify their Year 2000 readiness.

If an  issuer  in which  the fund or the  Portfolio  is  invested  is  adversely
affected by Year 2000 problems, it is likely that the price of its security will
also be  adversely  affected.  A  decrease  in the  value  of one or more of the
Portfolio's or the fund's  portfolio  holdings will have a similar impact on the
price  of  the  fund's  shares.  Please  see  "Year  2000  Problem"  under  "Who
Administers the Fund?" for more information.

II. The following  replaces the section "Year 2000 Issue" under "Who Administers
the Fund?":

YEAR 2000 PROBLEM.  The fund's business operations depend on a worldwide network
of computer  systems  that contain date  fields,  including  securities  trading
systems,  securities  transfer agent operations and stock market links.  Many of
the systems  currently  use a two digit date field to  represent  the date,  and
unless  these  systems  are  changed  or  modified,  they  may  not be  able  to
distinguish  the Year 1900 from the Year 2000 (commonly  referred to as the Year
2000 problem).  In addition,  the fact that the Year 2000 is a non-standard leap
year may create difficulties for some systems.

When the Year 2000 arrives, the fund's operations could be adversely affected if
the computer  systems used by Advisers,  its service  providers  and other third
parties it does business with are not Year 2000 ready.  For example,  the fund's
portfolio and operational  areas could be impacted,  including  securities trade
processing,  interest and dividend  payments,  securities  pricing,  shareholder
account  services,  reporting,  custody  functions  and  others.  The fund could
experience  difficulties  in  effecting  transactions  if  any  of  its  foreign
subcustodians, or if foreign broker-dealers or foreign markets are not ready for
Year 2000.

Advisers and its affiliated  service  providers are making a concerted effort to
take steps they  believe  are  reasonably  designed  to address  their Year 2000
problems.  Of course,  the fund's ability to reduce the effects of the Year 2000
problem is also very much dependent upon the efforts of third parties over which
the fund and Advisers may have no control.

III.  The  fourth  sentence  of the  first  paragraph  under  "How Is the  Trust
Organized?" is replaced with the following:

Shares of the fund are considered  Class A shares for  redemption,  exchange and
other purposes.

All references in the prospectus to Class I shares are replaced with Class A.

IV. Under "May I Exchange Shares for Shares of Another Fund?",

(a) in the "By Phone" section of the chart, the second item is replaced with the
following:

2.   For requests over $100,000, you must complete an Institutional Telephone
     Privileges Agreement.

(b) and the third item in the section  "Exchange  Restrictions" is replaced with
the following:

o    Generally  exchanges  may  only  be  made  between  identically  registered
     accounts.

V. In the "By Phone"  section of the chart  under "How Do I Sell  Shares?",  the
first bulleted item is replaced with the following:

o    You  may  exceed  $100,000  by  completing  a  separate   agreement.   Call
     Institutional Services to receive a copy.

VI. Under "Transaction Procedures and Special Requirements," the reference to
$50,000 in the section "Signature Guarantees" is replaced with $100,000.



                 Please keep this supplement for future reference.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission