TEMPLETON GROWTH FUND INC
497, 1995-02-09
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                                             SUPPLEMENT TO THE PROSPECTUS

                                          PROSPECTUSES DATED JANUARY 1, 1995

                                              Templeton Growth Fund, Inc.
                                                 Templeton World Fund
                                                Templeton Foreign Fund
                                 Templeton Smaller Companies Growth Fund, Inc.
                                         Templeton Real Estate Securities Fund

                                                         * * *

                                             PROSPECTUS DATED MAY 1, 1994
                                (AS PREVIOUSLY SUPPLEMENTED NOVEMBER 30, 1994,
                                                 AND DECEMBER 6, 1994)

                                         Templeton Global Opportunities Trust

                                                         * * *

                                             PROSPECTUS DATED MAY 1, 1994
                                (AS PREVIOUSLY SUPPLEMENTED SEPTEMBER 16, 1994, 
                                       DECEMBER 2, 1994, AND DECEMBER 6, 1994)

                                          Templeton Developing Markets Trust

                                                         * * *

                                           PROSPECTUSES DATED MARCH 14, 1994
                       (AS PREVIOUSLY SUPPLEMENTED APRIL 19, 1994, JUNE 1, 1994,
                       JUNE 27, 1994, SEPTEMBER 14, 1994 AND DECEMBER 6, 1994)

                                        Templeton Global Rising Dividends Fund
                                         Templeton Global Infrastructure Fund

                                                         * * *

The text of the footnote to the sales charge table under "HOW TO BUY SHARES OF
THE FUND - OFFERING PRICE" is deleted and replaced with the following text:

<PAGE>

*The following commissions will be paid by FTD, from its own resources, to
securities dealers who initiate and are responsible for purchases of $1 million
or more: 1.00% on sales of $1 million but less $2 million, plus 0.80% on sales
of $2 million but less than $3 million, plus 0.50% on sales of $3 million but
less than $50 million, plus 0.25% on sales of $50 million but less than $100
million, plus 0.15% on sales of $100 million or more.  Dealer concession
breakpoints are reset every 12 months for purposes of additional purchases.  

The following paragraph is added to the section entitled "HOW TO BUY SHARES OF
THE FUND-OFFERING PRICE":

   

FTD, or one of its affiliates, may make payments, from its own resources, of up
to 1% of the amount purchased to securities dealers who initiate and are
responsible for purchases made at net asset value by certain designated
retirement plans (as defined below) (excluding IRA and IRA rollovers), 
certain non-designated plans (as defined below), certain trust companies and
trust departments of banks and certain retirement plans of organizations with
collective retirement plan assets of $10 million or more. Please refer to the
SAI for further information.

    
The second paragraph of the section entitled "HOW TO BUY SHARES OF THE FUND-
OFFERING PRICE" is deleted and replaced with the following:

No initial sales charge applies on investments of $1 million or more, but a
contingent deferred sales charge of 1% is imposed on certain redemptions of
investments of $1 million or more within 12 months of the calendar month
following such investments ("contingency period").  See "How to Sell Shares of
the Fund - Contingent Deferred Sales Charge."

The following text is added to the fifth paragraph of the section entitled "HOW
TO BUY SHARES OF THE FUND-OFFERING PRICE":

   

Effective February 1, 1995, securities dealers will be paid distribution fees 
beginning in the 13th month after the date of the purchase, for purchases of
$1 million or more of Fund Shares that are subject to a contingent deferred 
sales charge.

    

<PAGE>

The second sentence of the section entitled "HOW TO BUY SHARES OF THE FUND-
CUMULATIVE QUANTITY DISCOUNT" is deleted and replaced with the following:

For this purpose, the dollar amount of the sale is added to the higher of (1) 
the value (calculated at the applicable Offering Price) or (2) the purchase 
price, of the following:  (a) Shares of the Fund; (b) Shares of other funds in 
the Franklin Templeton Group (except Templeton Capital Accumulator Fund, Inc.,
Templeton Variable Annuity Fund, Templeton Variable Products Series Fund,
Franklin Valuemark Funds and Franklin Government Securities Trust); and (c)
other investment products underwritten by FTD or its affiliates (although
certain investments may not have the same schedule of sales charges and/or 
may not be subject to reduction in sales charges).  Clauses (a), (b) and (c)
above are collectively referred to as "Franklin Templeton Investments".  The
cumulative quantity discount applies to Franklin Templeton Investments owned 
at the time of purchase by the purchaser, his or her spouse, and their 
children under age 21.

The text of the section entitled "HOW TO BUY SHARES OF THE FUND-LETTER OF 
INTENT" is deleted and replaced with the following:

Investors may also reduce sales charges on all investments by means of a Letter
of Intent ("LOI") which expresses the investor's intention to invest a certain
amount within a 13-month period in Shares of the Fund or any other fund in the
Franklin Templeton Group (except Templeton Capital Accumulator Fund, Inc.,
Templeton Variable Annuity Fund, Templeton Variable Products Series Fund,
Franklin Valuemark Funds and Franklin Government Securities Trust).  See the
Shareholder Application.  Except for certain employee benefit plans, the minimum
initial investment under an LOI is 5% of the total LOI amount.  Except for 
Shares purchased by certain employee benefit plans, Shares purchased with the 
first 5% of such amount will be held in escrow to secure payment of the 
higher sales charge applicable to the Shares actually purchased if the full 
amount indicated is not purchased, and such escrowed Shares will be 
involuntarily redeemed to pay 

<PAGE>

the additional sales charge, if necessary.  A purchase not originally made
pursuant to an LOI may be included under a subsequent LOI executed within 90 
days of the purchase.  Any redemptions made by Shareholders, other than by 
certain employee benefit plans, during the 13-month period will be subtracted 
from the amount of the purchases for purposes of determining whether the 
terms of the LOI have been completed.  For a further description of the
Letter of Intent, see "Purchase, Redemption and Pricing of Shares-Letter of 
Intent" in the SAI.

The text of the section entitled "HOW TO BUY SHARES OF THE FUND-NET ASSET VALUE
PURCHASES" is deleted and replaced with the following:

   

Shares of the Fund may be purchased without the imposition of either an initial
sales charge ("net asset value") or a contingent deferred sales charge by (1)
officers, trustees,directors, and full-time employees of the Fund, of Franklin 
Resources, Inc. and its subsidiaries, or of other funds in the Franklin 
Templeton Group, and by their spouses and family members; (2) companies 
exchanging Shares with or selling assets pursuant to a merger, acquisition or
exchange offer; (3) insurance company separate accounts for pension plan 
contracts; (4) accounts managed by the subsidiaries of Franklin Resources, Inc.
(including Franklin Templeton Group); (5) Shareholders of Templeton 
Institutional Funds, Inc. reinvesting redemption proceeds from that fund 
under an employee benefit plan qualified under Section 401 of the Internal 
Revenue Code of 1986, as amended, in Shares of the Fund; (6) certain unit 
investment trusts and unit holders of such trusts reinvesting their 
distributions from the trusts in the Fund; (7) registered securities dealers 
and their affiliates, for their investment account only, and (8) registered 
personnel and employees of securities dealers, and by their spouses and 
family members, in accordance with the internal policies and procedures of 
the employing securities dealer.

    

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by REGISTERED investment
advisers and/or their affiliated broker-dealers, who have entered into a 
supplemental agreement with FTD, on behalf of their clients who are part-
icipating in a comprehensive fee program (also known as a wrap fee program).

<PAGE>

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by certain designated 
retirement plans, including, profit sharing, pension, 401(k) and simplified 
employee pension plans ("designated plans"), subject to minimum requirements
with respect to number of employees or amount of purchase, which may be 
established by FTD. Currently, those criteria require that the employer 
establishing the plan have 200 or more employees or that the amount invested
or to be invested during the subsequent 13-month period in the Fund or in any
of the Franklin Templeton Investments totals at least $1 million.  Employee 
benefit plans not designated above or qualified under Section 401 of the Code
("non-designated plans") may be afforded the same privilege if they meet the 
above requirements as well as the uniform criteria for qualified groups pre-
viously described under "Group Purchases", which enable FTD to realize 
economies of scale in its sales efforts and sales related expenses.  Please 
refer to the SAI for further information.

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by anyone who has taken a 
distribution from an existing retirement plan already invested in any other 
fund(s) in the Franklin Templeton Group (including former participants of the 
Franklin Templeton Profit
Sharing 401(k) plan).  In order to exercise this privilege, a written order for
the purchase of Shares of the Fund must be received by Franklin Templeton Trust
Company, the Fund, or Franklin Templeton Investor Services, Inc. (the "Transfer
Agent") within 120 days after the plan distribution.  To obtain a free 
Prospectus for any fund in the Franklin Templeton Group, please call toll
free at 1-800-DIAL BEN (1-800-342-5236).

   

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by trust companies and bank 
trust departments for funds over which they exercise exclusive discretionary 
investment authority and which are held in a fiduciary, agency, advisory, 
custodial or similar capacity. Such purchases are subject to minimum 
requirements with respect to amount of purchase, which may be established by 
FTD. Currently, those criteria require that the amount invested or to be 
invested during the subsequent 13-month period in the Fund or any of the 
Franklin Templeton Investments must total at least $1 million. Orders for such 
accounts will be accepted by mail accompanied by a check or by telephone or 
other means of electronic data transfer directly from the bank or trust 
company, with payment by federal funds received by the close of business on 
the next business day following such order.

    

<PAGE>

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by investors who have, 
within the past 60 days, redeemed an investment in an unaffiliated mutual 
fund which charged the investor a contingent deferred sales charge upon 
redemption and which has investment objectives similar to those of the Fund.

   

Shares of the Fund may also be purchased at net asset value and without the
imposition of a contingent deferred sales charge by any state, county, or city,
or any instrumentality, department, authority or agency thereof which has
determined that the Fund is a legally permissible investment and which is
prohibited by applicable investment laws from paying a sales charge or 
commission in connection with the purchase of Shares of any registered 
management investment company ("an eligible governmental authority"). 
SUCH INVESTORS SHOULD CONSULT THEIR OWN LEGAL ADVISORS TO DETERMINE WHETHER 
AND TO WHAT EXTENT THE SHARES OF THE FUND CONSTITUTE LEGAL INVESTMENTS FOR 
THEM. Municipal investors considering investment of proceeds of bond 
offerings into the Fund should consult with expert counsel to determine the 
effect, if any, of various payments made by the Fund or its investment 
manager on arbitrage rebate calculations. If an investment by an
eligible governmental authority at net asset value is made through a securities
dealer who has executed a dealer agreement with FTD, FTD or one of its
affiliates may make a payment, out of its own resources, to such securities
dealer in an amount not to exceed 0.25% of the amount invested. Contact 
Franklin Templeton Institutional Services for additional information.

    

Shares of the Fund may be purchased at net asset value and without the 
imposition of a contingent deferred sales charge by trustees or other 
fiduciaries purchasing securities for certain retirement plans of
organizations with collective retirement plan assets of $10 million or more,
without regard to where such assets are currently invested.

The first paragraph of the section entitled "EXCHANGE PRIVILEGE" (For Templeton
Global Rising Dividends Fund and Templeton Global Infrastructure Fund, the first
paragraph of the section entitled "HOW TO BUY SHARES OF THE FUND - EXCHANGE
PRIVILEGE") is deleted and replaced with the following:

<PAGE>

A Shareholder may exchange Shares into other funds in the Franklin Templeton
Group (except Templeton American Trust, Inc., Templeton Capital Accumulator 
Fund, Inc., Templeton Variable Annuity Fund, Templeton Variable Products 
Series Fund, Franklin Valuemark Funds and Franklin Government Securities 
Trust).  A contingent deferred sales charge will not be imposed on exchanges.
If, however, the exchanged Shares were subject to a contingent deferred sales
charge in the original fund purchased, and Shares are subsequently redeemed 
within the contingency period, a contingent deferred sales charge will be 
imposed.  The contingency period will be tolled (or stopped) for the period 
such Shares are exchanged into and held in a Franklin or Templeton money 
market fund. See also "How to Sell Shares of the Fund - Contingent Deferred 
Sales Charge."

The text of the section entitled "HOW TO SELL SHARES OF THE FUND-REINSTATEMENT
PRIVILEGE" is deleted and replaced with the following:

   

Shares of the Fund may be purchased at net asset value with the proceeds from 
(i) a redemption of Shares of any fund in the Franklin Templeton Group (except
Templeton American Trust, Inc., Templeton Capital Accumulator Fund, Inc.,
Templeton Variable Annuity Fund, Templeton Variable Products Series Fund,
Franklin Valuemark Funds and Franklin Government Securities Trust) which were
purchased with an initial sales charge or assessed a contingent deferred sales
charge on redemption, within 120 days after the date of the redemption; or
(ii) a dividend or distribution paid by any Fund in the Franklin Templeton 
Group, within 120 days after the date of the dividend or  distribution.  
However, if a Shareholder's original investment was in a Fund with a lower 
sales charge, or no sales charge, the Shareholder must pay the difference. 
While credit will be given for any contingent deferred sales charge paid on 
the Shares redeemed, a new contingency period will begin. Shares of the Fund
redeemed in connection with an exchange into another fund (see "Exchange 
Privilege") are not considered "redeemed" for this privilege. In order to 
exercise this privilege, a written order for the purchase of Shares of the
Fund must be received by the Fund or the Fund's Transfer Agent within 120 days
after the redemption. The 120 days, however, do not begin to run on 
redemption proceeds placed immediately after  redemption in a Franklin Bank 
Certificate of Deposit ("CD") until the CD (including any rollover) matures.
The amount of gain or loss resulting from a redemption may be affected by  
exercise of the reinstatement privilege if the Shares redeemed were held for
90 days or less, or if a Shareholder reinvests in the same fund within 30 
days. Reinvestment will be at the next calculated net asset value after receipt.

    
<PAGE>


The text of the section entitled "HOW TO SELL SHARES OF THE FUND-CONTINGENT
DEFERRED SALES CHARGE" is deleted and replaced with the following:

In order to recover commissions paid to securities dealers on qualified
investments of $1 million or more, a contingent deferred sales charge of 1%
applies to redemptions of those investments within the contingency period of 12
months of the calendar month following their purchase.  The charge is 1% of the
lesser of the value of the Shares redeemed (exclusive of reinvested dividends 
and capital gains distributions) or the total cost of such Shares, and is re-
tained by FTD.  In determining if a charge applies, Shares not subject to a 
contingent deferred sales charge are deemed to be redeemed first, in the 
following order: (i) Shares representing amounts attributable to capital 
appreciation of those Shares held less than 12 months; (ii) Shares purchased 
with reinvested dividends and capital gains distributions; and (iii) other 
Shares held longer than 12 months, followed by any Shares held less than 12 
months, on a "first in, first out" basis.  

The contingent deferred sales charge is waived for: exchanges; distributions to
participants in Franklin Templeton Trust Company or Templeton Funds Trust 
Company retirement plan accounts due to death, disability or attainment of 
age 59 1/2; tax-free returns of excess contributions to employee benefit 
plans; distributions from employee benefit plans, including those due to plan
termination or plan transfer; redemptions through a Systematic Withdrawal 
Plan established prior to February 1, 1995 and, for Systematic Withdrawal 
Plans established thereafter, redemptions of up to 1% monthly of an account's
net asset value (3% quarterly, 6% semiannually or 12% annually); and 
redemptions initiated by the Fund due to a Shareholder's account falling 
below the minimum specified account size.

<PAGE>

Requests for redemptions for a specified dollar amount will result in additional
Shares being redeemed to cover any applicable contingent deferred sales charge
while requests for redemption of a specific number of Shares will result in the
applicable contingent deferred sales charge being deducted from the total dollar
amount redeemed.  

FOR TEMPLETON DEVELOPING MARKETS TRUST ONLY:  The section entitled "EXCHANGE
PRIVILEGE-RESTRICTIONS ON EXCHANGES" is deleted.


February 1, 1995                                      TLCDS STKR1 2/95




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