FRANKLIN MANAGED TRUST
497, 1997-04-30
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                          SUPPLEMENT DATED MAY 1, 1997

                             TO THE PROSPECTUSES OF
                          TEMPLETON PACIFIC GROWTH FUND
                              DATED JANUARY 1, 1997

                         FRANKLIN RISING DIVIDENDS FUND
                             DATED FEBRUARY 1, 1997

                      FRANKLIN CONVERTIBLE SECURITIES FUND
                           FRANKLIN EQUITY INCOME FUND
                               FRANKLIN VALUE FUND
                               DATED MARCH 1, 1997

The prospectus is amended as follows:

I. The section "Sales Charge Waivers" under "How Do I Buy Shares? - Sales Charge
Reductions and Waivers" is amended as follows:

 A. Category 8 is replaced with:

   8.  Chilean  retirement  plans  that  meet  the requirements  described under
   "Retirement Plans" below.

 B. Effective June 1, 1997, category 5 is deleted in its entirety.

II. The following paragraph is added after the list of "Sales Charge Waivers"
under "How Do I Buy Shares?":

 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 or SEPs, such as
 403(b) or 457 plans, must also meet the requirements described under "Group
 Purchases - Class I Only" above. For retirement plan accounts opened on or
 after May 1, 1997, a Contingent Deferred Sales Charge may apply if the account
 is closed 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.

III. The section "How Do I Buy Shares? - Other Payments to Securities Dealers"
is replaced in its entirety with the following:

 OTHER PAYMENTS TO SECURITIES DEALERS

 The payments described below may be made to Securities Dealers who initiate and
 are responsible for Class II purchases and certain Class I purchases made
 without a sales charge. 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. Class II purchases - up to 1% of the purchase price.

2. Class I purchases of $1 million or more - up to 1% of the amount invested.

3. Class I purchases made without a front-end sales charge by certain retirement
plans described under "Sales Charge Reductions and Waivers - Retirement Plans"
above - up to 1% of the amount invested. For retirement plan accounts opened on
or after May 1, 1997, a Contingent Deferred Sales Charge will not apply to the
account if the Securities Dealer chooses to receive a payment of 0.25% or less
or if no payment is made.

4. Class I purchases by trust companies and bank trust departments, Eligible
Governmental Authorities, and broker-dealers or others on behalf of clients
participating in comprehensive fee programs - up to 0.25% of the amount
invested.

5. Class I purchases by Chilean retirement plans - up to 1% of the amount
invested.

 A Securities Dealer may receive only one of these payments for each qualifying
 purchase. Securities Dealers who receive payments in connection with
 investments described in paragraphs 1, 2 or 5 above or a payment of up to 1%
 for investments described in paragraph 3 will be eligible to receive the Rule
 12b-1 fee associated with the purchase starting in the thirteenth calendar
 month after the purchase.

 FOR BREAKPOINTS THAT MAY APPLY AND INFORMATION ON ADDITIONAL COMPENSATION
 PAYABLE TO SECURITIES DEALERS IN CONNECTION WITH THE SALE OF FUND SHARES,
 PLEASE SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES? - OTHER PAYMENTS TO
 SECURITIES DEALERS" IN THE SAI.

IV. The following is added 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 account is
 closed within 365 days of the account's initial purchase in the Franklin
 Templeton Funds.

V. The section "Contingent Deferred Sales Charge - Waivers" under "How Do I Sell
Shares?" is replaced in its entirety with the following:

 WAIVERS. We waive the Contingent Deferred Sales Charge for:

 o Exchanges

 o Account fees

 o Sales of shares purchased pursuant to a sales charge waiver

 o Sales of shares purchased without a front-end sales charge by certain
 retirement plan accounts if (i) the account was opened before May 1, 1997, or
 (ii) the Securities Dealer of record received a payment from Distributors of
 0.25% or less, or (iii) Distributors did not make any payment in connection
 with the purchase, as described under "How Do I Buy Shares? - Other Payments to
 Securities Dealers"

 o Redemptions by the Fund when an account falls below the minimum required
   account size

 o Redemptions following the death of the shareholder or beneficial owner

 o Redemptions through a systematic withdrawal plan set up before February
   1, 1995

 o Redemptions through a systematic withdrawal plan set up on or after February
   1, 1995, at a rate of up to 1% a month of an account's Net Asset Value. For
   example, if you maintain an annual balance of $1 million in Class I shares,
   you can redeem up to $120,000 annually through a systematic withdrawal plan
   free of charge. Likewise, if you maintain an annual balance of $10,000 in 
   Class II shares, $1,200 may be redeemed annually free of charge.

 o Distributions from individual retirement plan accounts due to death or
   disability or upon periodic distributions based on life expectancy

 o Tax-free returns of excess contributions from employee benefit plans

 o Redemptions by Trust Company  employee  benefit plans or employee  benefit
   plans serviced by ValuSelect

 o Participant initiated distributions from employee benefit plans or
   participant initiated exchanges among investment choices in employee benefit
   plans



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