FRANKLIN MANAGED TRUST
497, 1997-01-14
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                          SUPPLEMENT TO THE PROSPECTUS
                             DATED FEBRUARY 1, 1996
            (AS PREVIOUSLY SUPPLEMENTED MARCH 28, 1996 AND JULY 1, 1996)
                      FRANKLIN INVESTMENT GRADE INCOME FUND

I. As of January 1, 1997 the Fund began offering a new class of shares,
designated "Advisor Class."

All Fund shares outstanding before the offering of Advisor Class shares have
been designated as Class I shares, and will retain their previous rights and
privileges. This Prospectus describes Class I shares.

Class I and Advisor Class shares differ as to sales charges, expenses and
services. Different fees and expenses will affect performance. Advisor Class
shares are described in a separate prospectus relating only to that class. For
more information concerning Advisor Class shares of the Fund, contact your
investment representative or Distributors. Additional series and classes of
shares may be offered in the future.

Shares of each class represent proportionate interests in the assets of the Fund
and have the same voting and other rights and preferences as the other class of
the Fund on matters that affect the Fund as a whole. For matters that only
affect one class, however, only shareholders of that class may vote. Each class
will vote separately on matters (1) affecting only that class, (2) expressly
required to be voted on separately by trust law or (3) required to be voted on
separately by the 1940 Act.

II. The discussion under "How Do I Buy Shares? - Rights of Accumulation" is
amended by replacing it with the following text:

 To determine if you may pay a reduced sales charge, the amount of your current
 purchase is added to the cost or current value, whichever is higher, of your
 shares in other Franklin Templeton Funds, as well as those of your spouse,
 children under the age of 21 and grandchildren under the age of 21. If you are
 the sole owner of a company, you may also add any company accounts, including
 retirement plan accounts. Companies with one or more retirement plans may add
 together the total plan assets invested in the Franklin Templeton Funds to
 determine the sales charge that applies.

January 1, 1997




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