TEMPLETON GROWTH FUND INC
497, 1997-05-01
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                          SUPPLEMENT DATED MAY 1, 1997
                             TO THE PROSPECTUSES OF
                        Templeton Global Real Estate Fund
                           Templeton Growth Fund, Inc.
                              dated January 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. 
  
  Any retirement
  plan that does not meet the  requirements  to buy shares  without a  front-end
  sales charge and that was a shareholder  of the Fund on or before  February 1,
  1995,  may buy shares of the Fund  subject to a maximum  sales charge of 4% of
  the Offering Price, 3.2% of which will be retained by Securities Dealers.

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.


<PAGE>


  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 paragraph is added under "How Do I Sell Shares?":
  Beginning on or about May 1, 1997,  you will  automatically  be able to redeem
  shares by  telephone  without  completing  a telephone  redemption  agreement.
  Please  notify us in writing if you do not want this option to be available on
  your account.  If you later decide you would like this option, send us written
  instructions signed by all account owners, with a signature guarantee.

V. 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 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.

VI. 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 employeebenefit 
   plans  serviced  by  ValuSelect  
o  Participant initiated distributions from employee benefit plans or 
  participant initiated exchanges among investment choices in employee benefit 
  plans 

VII. The discussion under "What Are the Funds Potential Risks?" is hereby  
supplemented  by adding the  following  paragraph: 

Hong Kong is scheduled to revert to the sovereignty of China on July 1, 1997. As
with any major  political  transfer of power,  this could  result in  political,
social,  economic,  market or other  developments  in Hong Kong,  China or other
countries that could affect the value of Fund investments. >




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