TEMPLETON GROWTH FUND INC
497, 1998-09-30
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o101 *P4

                        SUPPLEMENT DATED OCTOBER 1, 1998
                              TO THE PROSPECTUS OF
                           TEMPLETON GROWTH FUND, INC.
                              dated January 1, 1998

The prospectus is amended as follows:

     I. The minimum  investments  table in the section  "How Do I Buy Shares?  -
     Opening Your Account" is replaced with the following: 

<TABLE>
<CAPTION>


                                                                         MINIMUM INVESTMENTS
- --------------------------------------------------------------------------------------------
<S>       <C>                                                            <C>    

/bullet/  To open a regular, non-retirement account                             $1,000
/bullet/  To open an IRA, IRA Rollover, Roth IRA, or Education IRA              $  250*
/bullet/  To open a custodial account for a minor (an UGMA/UTMA account)        $  100
/bullet/  To open an account with an automatic investment plan                  $  50**
/bullet/  To add to an account                                                  $  50***
</TABLE>

 *For all other retirement accounts, there is no minimum investment requirement.
 **$25 for an Education IRA.
 ***For all retirement accounts except IRAs, IRA Rollovers, Roth IRAs, or
    Education IRAs, there is no minimum to add to an account. 

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 following paragraph is added to the end of the section "Group Purchases
- - Class I Only," found under "How Do I Buy Shares? - Sales Charge Reductions and
Waivers":

  A qualified group does not include a 403(b) plan that only allows salary
  deferral contributions. 403(b) plans that only allow salary deferral
  contributions and that purchased Class I shares of the Fund at a reduced sales
  charge under the group purchase privilege before February 1, 1998, however,
  may continue to do so.

III. The following new categories 7 and 8 are added to the end of the first list
of sales charge waiver categories in the section "Sales Charge Waivers," found
under "How Do I Buy Shares? - Sales Charge Reductions and Waivers":

  7. 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. 

  8. Tender proceeds from the Templeton Vietnam Opportunities Fund, Inc. if you
  have directed the proceeds to be invested in the Fund under the terms of the
  "Offer to Purchase" dated December 19, 1997


PAGE

IV. The following new category 13 is added to the end of the second list of
sales charge waiver categories in the section "Sales Charge Waivers," found
under "How Do I Buy Shares? - Sales Charge Reductions and Waivers":

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

V. The section  "Retirement  Plans,"  found under "How Do I Buy Shares?  - Sales
Charge Reductions and Waivers," is replaced in its entirety with the following:

  Retirement Plans. Retirement plans that are sponsored by an employer (i) with
  at least 100 employees, or (ii), with retirement plan assets of $1 million or
  more, or (iii) that agrees 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, SIMPLEs or SEPs must also meet the requirements described under "Group
  Purchases Class I Only" above to be able to buy Class I shares without a
  front-end sales charge. We may enter into a special arrangement with a
  Securities Dealer, based on criteria established by the Fund, to add together
  certain small Qualified Retirement Plan accounts for the purpose of meeting
  these requirements. For retirement plan accounts opened on or after May 1,
  1997, a Contingent Deferred Sales Charge may apply if the retirement plan is
  transferred out of the Franklin Templeton Funds or terminated 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 Class I 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.

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

  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.


PAGE


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

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

IX. The following replaces the second paragraph 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 is
   transferred out of the Franklin  Templeton  Funds or terminated  within 365
   days of the account's initial purchase in the Franklin Templeton Funds.

X. Distribution option 3 in the section "What Distributions Might I Receive From
the Fund? - Distribution Options" is replaced with the following:

  3. RECEIVE DISTRIBUTIONS IN CASH - You may receive capital gain distributions,
  dividend distributions, or both in cash. If you have the money sent to another
  person or to a checking or savings account, you may need a signature
  guarantee. If you send the money to a checking or savings account, please see
  "Electronic Fund Transfers" under "Services to Help You Manage Your Account."

XI. 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 IRAs and other retirement plan accounts
  or to accounts managed by the Franklin Templeton Group.

XII. The second sentence in the section "Services to Help You Manage Your
Account - Automatic Investment Plan" is replaced with the following:

  Under the plan, you can have money transferred automatically from your
  checking or savings account to the Fund each month to buy additional shares.

XIII. The second paragraph under "Services to Help You Manage Your Account -
Systematic Withdrawal Plan" is replaced with the following:

  If you would like to establish a systematic withdrawal plan, please complete
  the systematic withdrawal plan section of the shareholder application included
  with this prospectus and indicate how you would like to receive your payments.
  You may choose to direct your payments to buy the same class of shares of
  another Franklin Templeton Fund or have the money sent directly to you, to
  another person, or to a checking or savings account. If you choose to have the
  money sent to a checking or savings account, please see "Electronic Fund
  Transfers" below. Once your plan is established, any distributions paid by the
  Fund will be automatically reinvested in your account.


PAGE


XIV.  The following new section is added after the section "Services to Help 
You Manage Your Account - Systematic Withdrawal Plan":

  ELECTRONIC FUND TRANSFERS

  You may choose to have dividend and capital gain distributions or payments
  under a systematic withdrawal plan sent directly to a checking or savings
  account. If the account is with a bank that is a member of the Automated
  Clearing House, the payments may be made automatically by electronic funds
  transfer. If you choose this option, please allow at least fifteen days for
  initial processing. We will send any payments made during that time to the
  address of record on your account.

XV. The following definitions are revised or added, as applicable, to 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 begins on the day you buy 
  your shares. For example, if you buy shares on the 18th of the month, they 
  will age one month on the 18th day of the next month and each following month.

  SIMPLE (Savings Incentive Match Plan for Employees) - An employer sponsored 
  salary deferral plan established under section 408(p) of the Code

XVI. The following paragraphs are added to the end of the section "What Are the
  Risks of Investing in the Fund?":

  EURO. On January 1, 1999, the European Monetary Union (EMU) plans to introduce
  a new single currency, the Euro, which will replace the national currency for 
  participating member countries. If the Fund holds investments in countries 
  with currencies replaced by the Euro, the investment process, including 
  trading, foreign exchange, payments, settlements, cash accounts, custody and 
  accounting will be impacted.

  The process to establish the Euro may result in market volatility. It is not
  possible to predict the impact of the Euro on the business or financial
  condition of European issuers or on the Fund. The transition and the
  elimination of currency risk among EMU countries may change the economic
  environment and behavior of investors, particularly in European markets. To
  the extent the Fund holds non-U.S. dollar (Euro or other) denominated
  securities, it will still be exposed to currency risk due to fluctuations in
  those currencies versus the U.S. dollar. 

  Resources has created an interdepartmental team to handle all Euro-related 
  changes to enable the Franklin Templeton Funds to process transactions 
  accurately and completely with minimal disruption to business activities. 
  While there can be no assurance that the Fund will not be adversely affected,
  Global Advisors and its affiliated service providers are taking steps that 
  they believe are reasonably designed to address the Euro issue.

                Please keep this supplement for future reference.



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