TEMPLETON GROWTH FUND INC
497, 1998-07-31
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101 STKP3

                         SUPPLEMENT DATED AUGUST 3, 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: 

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

  *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

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 (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,
     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. 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.

XI. 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

                Please keep this supplement for future reference.






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