FRANKLIN CALIFORNIA TAX FREE TRUST
497, 1998-07-31
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                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                       FRANKLIN CALIFORNIA TAX-FREE TRUST
                             DATED NOVEMBER 1, 1997

The prospectus is amended as follows:

I. The minimum  investments  table in the sections "How Do I Buy Shares? - MONEY
FUND  -  Opening  Your  Account"  and  "How  Do I  Buy  Shares?  -  INSURED  AND
INTERMEDIATE-TERM FUNDS - Opening Your Account" is replaced with the following:

                                                                     Minimum
                                                                   Investments
- -------------------------------------------------------------------------------

    To open a regular account ...................................... $1,000
    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 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 sales charge table for the Intermediate-Term Fund in the section "How Do
I Buy Shares?  - INSURED AND  INTERMEDIATE-TERM  FUNDS - Purchase  Price of Fund
Shares" is replaced with the following:

 INTERMEDIATE-TERMFUND

 Under $100,000........................................  2.25%   2.30%   2.00%
 $100,000 but less than $250,000.......................  1.75%   1.78%   1.50%
 $250,000 but less than $500,000.......................  1.25%   1.26%   1.00%
 $500,000 but less than $1,000,000.....................  1.00%   1.01%   0.85%
 $1,000,000 or more*...................................  None    None    None

III. The first two  paragraphs  and waiver  categories 1, 2 and 3 in the section
"Sales  Charge  Waivers,"  found  under  "How Do I Buy  Shares?  -  INSURED  AND
INTERMEDIATE-TERM  FUNDS - Sales Charge  Reductions  and  Waivers," are replaced
with  the  following.  The  waiver  categories  numbered  4  through  12 in  the
prospectus are renumbered accordingly.

 SALES CHARGE  WAIVERS.  If one of the following sales charge waivers applies to
 you or your  purchase of Fund shares,  you may buy shares of the Fund without a
 front-end sales charge or a Contingent  Deferred Sales Charge. All of the sales
 charge waivers  listed below apply to purchases of Class I shares only,  except
 for items 1 and 2 which also apply to Class II purchases.

 Certain distributions,  payments or redemption proceeds that you receive may be
 used to buy  shares of the Fund  without a sales  charge if you  reinvest  them
 within 365 days of their payment or redemption date. They include:

 1. Dividend and capital gain  distributions  from any Franklin  Templeton Fund.
    The distributions  generally must be reinvested in the same class of shares.
    Certain  exceptions  apply,  however,  to Class II shareholders who chose to
    reinvest their  distributions  in Class I shares of the Fund before November
    17, 1997,

    and to Advisor Class or Class Z  shareholders  of a Franklin  Templeton Fund
    who may reinvest their distributions in Class I shares of the Fund.

 2. Redemption  proceeds from the sale of shares of any Franklin  Templeton Fund
    if you  originally  paid a sales  charge on the shares and you  reinvest the
    money in the same class of shares. This waiver does not apply to exchanges.

    If you paid a Contingent Deferred Sales Charge when you redeemed your shares
    from a Franklin  Templeton  Fund,  a Contingent  Deferred  Sales Charge will
    apply to your  purchase  of Fund  shares and a new  Contingency  Period will
    begin. We will,  however,  credit your Fund account with  additional  shares
    based on the  Contingent  Deferred  Sales  Charge you paid and the amount of
    redemption proceeds that you reinvest.

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

 3. Dividend or capital gain  distributions  from a real estate investment trust
    (REIT) sponsored or advised by Franklin Properties, Inc.

 4. Annuity  payments  received  under  either an  annuity  option or from death
    benefit  proceeds,  only if the  annuity  contract  offers as an  investment
    option the  Franklin  Valuemark  Funds or the  Templeton  Variable  Products
    Series Fund. You should contact your tax advisor for  information on any tax
    consequences that may apply.

 5. 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.

 6. Redemption  proceeds from the sale of Class A shares of any of the Templeton
    Global Strategy Funds if you are a qualified investor.

    If you paid a contingent  deferred sales charge when you redeemed your Class
    A shares from a Templeton Global Strategy Fund, a Contingent  Deferred Sales
    Charge  will apply to your  purchase  of Fund  shares and a new  Contingency
    Period  will  begin.  We  will,  however,  credit  your  Fund  account  with
    additional shares based on the contingent deferred sales charge you paid and
    the amount of the redemption proceeds that you reinvest.

    If you immediately  placed your redemption  proceeds in a Franklin Templeton
    money fund, you may reinvest them as described  above.  The proceeds must be
    reinvested  within 365 days from the date they are  redeemed  from the money
    fund.

IV.  The  following  new  category  16 is added  to the  section  "Sales  Charge
Waivers,"  found under "How Do I Buy Shares?  - INSURED AND  INTERMEDIATE - TERM
FUNDS - Sales Charge Reductions and Waivers":

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

V. The  following  paragraph  is added at the end of the  section  "How Do I Buy
Shares?":

 FOR INVESTORS OUTSIDE THE U.S.

 The  distribution  of this  prospectus  and the  offering of Fund shares may be
 limited in many jurisdictions. An investor who wishes to buy shares of the Fund
 should determine,  or have a broker-dealer  determine,  the applicable laws and
 regulations  of  the  relevant  jurisdiction.  Investors  are  responsible  for
 compliance  with tax,  currency  exchange or other  regulations  applicable  to
 redemption and purchase  transactions in any  jurisdiction to which they may be
 subject.  Investors should consult appropriate tax and legal advisors to obtain
 information on the rules applicable to these transactions.

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

 For the Insured  and  Intermediate-Term  Funds,  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 sections  "Contingent  Deferred Sales Charge - Class I" and "Contingent
Deferred Sales Charge - Class II," found under "May I Exchange Shares for Shares
of Another Fund? - Will Sales Charges Apply to My Exchange?",  are replaced with
the following:

 CONTINGENT  DEFERRED  SALES  CHARGE.  For  accounts  with  shares  subject to a
 Contingent  Deferred  Sales Charge,  we will first  exchange any shares in your
 account that are not subject to the charge. If there are not enough of these to
 meet your exchange  request,  we will exchange  shares subject to the charge in
 the order they were purchased.

 If you  exchange  Class I shares  into one of our  money  funds,  the time your
 shares  are held in that fund  will not count  towards  the  completion  of any
 Contingency  Period.  If you exchange  your Class II shares for shares of Money
 Fund II, however, the time your shares are held in that fund will count towards
 the completion of any Contingency Period.

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

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

IX. Under "What  Distributions Might I Receive from the Fund? - Insured Fund and
Intermediate-Term  Fund - Distribution Options," the references in the first two
paragraphs to the ability of Class II  shareholders  to reinvest or direct their
distributions to Class I shares of the Fund or another  Franklin  Templeton Fund
are deleted and the following paragraph is added to the section:

 Distributions  may be  reinvested  only in the same class of shares,  except as
 follows: (i) Class II shareholders who chose to reinvest their distributions in
 Class I shares of the Fund or another  Franklin  Templeton Fund before November
 17, 1997,  may continue to do so; and (ii) Class II  shareholders  may reinvest
 their distributions in shares of any Franklin Templeton money fund.

X. 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  accounts  managed  by the  Franklin
 Templeton Group.

XI. The following  definition  is revised in 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 for Class I begins on the
 first day of the month in which you buy shares.  Regardless  of when during the
 month you buy  Class I shares,  they will age one month on the last day of that
 month and each following  month.  The holding period for Class II begins on the
 day you buy your shares. For example, if you buy Class II shares on the 18th of
 the  month,  they will age one month on the 18th day of the next month and each
 following month.

                 Please keep this supplement for future reference.



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