o 101 SA-2
SUPPLEMENT DATED AUGUST 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
TEMPLETON GROWTH FUND, INC.
dated January 1, 2000
The Statement of Additional Information (SAI) is amended as follows:
I. All references to Franklin Templeton Trust Company in this SAI are replaced
with Franklin Templeton Bank & Trust.
II. The section "Fundamental investment policies and restrictions" under "Goal
and Strategies" beginning on page 4, is replaced with the following:
INVESTMENT RESTRICTIONS The fund has adopted the following investment policies
and restrictions as fundamental policies. This means they may only be changed
if the change is approved by (i) more than 50% of the fund's outstanding
shares or (ii) 67% or more of the fund's shares present at a shareholder
meeting if more than 50% of the fund's outstanding shares are represented at
the meeting in person or by proxy, whichever is less.
The fund may not:
1. Invest in real estate or mortgages on real estate (although the fund may
invest in marketable securities secured by real estate or interests therein or
issued by companies or investment trusts which invest in real estate or
interests therein); invest in interests (other than debentures or equity stock
interests) in oil, gas or other mineral exploration or development programs;
purchase or sell commodity contracts except stock index futures contracts.
2. Invest in the securities of any other domestic or foreign investment
company or investment fund or other investment vehicle which is invested
according to the principle of risk-spreading irrespective of the legal
structure of such investment vehicle (collectively referred to as "investment
vehicles") except in connection with a plan of merger or consolidation with or
acquisition of substantially all of the assets of such investment vehicle and
with the further exception that up to 5% of the net asset vehicle and with the
further exception that up to 5% of the net asset value of the fund may be
invested in an investment vehicle consisting of securities provided it offers
its units to the public without limitation on the number of units and further
provided the holders of these units have the right to redeem their units.
3. Act as an underwriter except to the extent the fund may be deemed to be an
underwriter when disposing of securities it owns or when selling its own
shares.
4. Issue senior securities; purchase on margin or sell short; write,
buy or sell puts, calls, straddles or spreads (but the fund may make margin
payments in connection with, and purchase and sell, stock index futures
contracts and options on securities indices).
5. Make loans to other persons except (a) through the lending of its portfolio
securities, (b) through the purchase of debt securities, loan participations
and/or engaging in direct corporate loans in accordance with its investment
objectives and policies, and (c) to the extent the entry into a repurchase
agreement is deemed to be a loan. The fund may also make loans to affiliated
investment companies to the extent the entry into a repurchase agreement is
deemed to be a loan. The fund may also make loans to affiliated investment
companies to the extent permitted by the 1940 Act or any exemptions therefrom
which may be granted by the U.S. Securities and Exchange Commission.
6. Borrow money, except that the fund may borrow money from banks or
affiliated investment companies to the extent permitted by the 1940 Act, or
any exemptions therefrom which may be granted by the U.S. Securities and
Exchange Commission and then only for temporary purposes and in an amount not
exceeding 10% of the value of its total assets (including the amount borrowed)
and with the consent of the fund's custodian to the terms of the borrowing.
7. Pledge, mortgage, hypothecate, or otherwise encumber its assets except to
secure indebtedness permitted under its borrowing policy.
8. Concentrate (invest more than 25% of its net assets) in securities of
issuers in a particular industry (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities or
securities of other investment companies).
9. Invest in "letter stocks" or securities on which there are sales
restrictions under a purchase agreement.
The fund presently has the following additional restrictions, which are not
fundamental and may be changed without shareholder approval. The fund seeks to
achieve its investment goal of long-term capital growth through a flexible
policy of investing in stocks and debt obligations of companies and
governments of any nation. Although the fund generally invests in common
stock, it may also invest in preferred stocks and certain debt securities
(which may include structured investments, as described under Goals and
Strategies-Structured Investments"), rated or unrated, such as convertible
bonds and bonds selling at a discount. Whenever, in the judgment of the
manager, market or economic conditions warrant, the fund may, for temporary
defensive purposes, invest without limit in U.S. Government securities, bank
time deposits in the currency of any major nation and commercial paper meeting
the quality ratings set forth under "Goals and Strategies-Temporary
Investments", and purchase from banks or broker-dealers Canadian or U.S.
Government securities with a simultaneous agreement by the seller to
repurchase them within no more than seven days at the original purchase price
plus accrued interest. The fund may invest no more than 5% of its total assets
in securities issued by any one company or government, exclusive of U.S.
Government securities. The fund may not invest more than 10% of its assets in
securities with a limited trading market.
In addition, the fund may not:
1. Purchase or retain securities of any company in which directors or officers
of the fund or the manager, individually owning more than 1/2 of 1% of the
securities of such company, in the aggregate own more than 5% of the
securities of such company.
2. Purchase more than 10% of any class of securities of any one company,
including more than 10% of its outstanding voting securities, or invest in
any company for the purpose of exercising control or management.
3. Invest more than 5% of the value of the fund's total assets in securities
of issuers which have been in continuous operation less than three years.
4. Invest more than 5% of the fund's total assets in warrants, whether or not
listed on the New York Stock Exchange or the American Stock Exchange,
including no more than 2% of its total assets which may be invested in
warrants that are not listed on those exchanges. Warrants acquired by the fund
in units or attached to securities are not included in this restriction. This
restriction does not apply to options on securities indices.
5. Invest more than 15% of the fund's total assets in securities of foreign
issuers that are not listed on a recognized U.S. or foreign securities
exchange, including no more than 10% of its total assets (including warrants)
which may be invested in securities with a limited trading market. The fund's
position in the latter type of securities may be of such size as to affect
adversely their liquidity and marketability and the fund may not be able to
dispose of its holdings in these securities at the current market price.
The fund may also be subject to investment limitations imposed by foreign
jurisdictions in which the fund sells its shares.
If a bankruptcy or other extraordinary event occurs concerning a particular
security the fund owns, the fund may receive stock, real estate, or other
investments that the fund would not, or could not, buy. If this happens, the
fund intends to sell such investments as soon as practicable while maximizing
the return to shareholders.
If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in the value of liquidity of
portfolio securities or the amount of assets will not be considered a
violation of any of the foregoing restrictions.
None of the fund's investment policies or restrictions (except fundamental
restriction 8 and non-fundamental restriction 5) shall be deemed to prohibit
the fund from buying securities pursuant to subscription rights distributed to
the fund by any issuer of securities held at the time in its portfolio, as
long as such purchase is not contrary to the fund's status as a diversified
investment company under the 1940 Act.
III. The following information is added to the section "Officers and Directors"
on page 9:
Frank J. Crothers (56)
P.O. Box N-3238, Nassau, Bahamas
DIRECTOR
Chairman, Caribbean Electric Utility Services Corporation and Atlantic
Equipment & Power Ltd.; Vice Chairman, Caribbean Utilities Co., Ltd.;
President, Provo Power Corporation; director of various other business and
non-profit organizations; and director or trustee, as the case may be, of
12 of the investment companies in Franklin Templeton Investments.
Edith E. Holiday (48)
3239 38th Street, N.W., Washington, DC 20016
DIRECTOR
Director, Amerada Hess Corporation (exploration and refining of oil and gas)
(1993-present), Hercules Incorporated (chemicals, fibers and resins)
(1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J.
Heinz Company (processed foods and allied products) (1994-present) and RTI
International Metals, Inc. (manufacture and distribution of titanium) (July
1999-present); director or trustee, as the case may be, of 26 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
Assistant to the President of the United States and Secretary of the Cabinet
(1990-1993), General Counsel to the United States Treasury Department
(1989-1990), and Counselor to the Secretary and Assistant Secretary for Public
Affairs and Public Liaison-United States Treasury Department (1988-1989).
Constantine D. Tseretopoulos (46)
Lyford Cay Hospital, P.O. Box N-7776, Nassau Bahamas
DIRECTOR
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit
organizations; director or trustee, as the case may be, of 12 of the
investment companies in Franklin Templeton Investments; and FORMERLY,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine
Intern, Greater Baltimore Medical Center (1982-1985).
IV. The first waiver category in the section "Waivers for certain investors" on
page 19 is revised to read:
o Trust companies and bank trust departments investing assets held in a
fiduciary, agency, advisory, custodial or similar capacity and over which the
trust companies and bank trust departments or other plan fiduciaries or
participants, in the case of certain retirement plans, have full or shared
investment discretion. We may accept orders for these accounts 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 the order .
V. The eighth waiver category in the section "CDSC waivers" on page 22 is
revised to read:
o Redemptions by an employee benefit plan: (i) that is a customer of Franklin
Templeton Defined Contribution Services; and/or (ii) whose assets are held by
Franklin Templeton Bank & Trust as trustee or custodian (not applicable to
Class B)
VI. The section "Systematic withdrawal plan" on page 22 is replaced with the
following:
SYSTEMATIC WITHDRAWAL PLAN Our systematic withdrawal plan allows you to sell
your shares and receive regular payments from your account on a monthly,
quarterly, semiannual or annual basis. The value of your account must be at
least $5,000 and the minimum payment amount for each withdrawal must be at
least $50. For retirement plans subject to mandatory distribution
requirements, the $50 minimum will not apply. There are no service charges for
establishing or maintaining a systematic withdrawal plan.
Each month in which a payment is scheduled, we will redeem an equivalent
amount of shares in your account on the day of the month you have indicated
on your account application or, if no day is indicated, on the 20th day of the
month. If that day falls on a weekend or holiday, we will process the
redemption on the next business day. For plans set up before June 1, 2000, we
will continue to process redemptions on the 25th day of the month (or the
next business day) unless you instruct us to change the processing date.
Available processing dates currently are the 1st, 5th, 10th, 15th, 20th and
25th days of the month. When you sell your shares under a systematic
withdrawal plan, it is a taxable transaction.
To avoid paying sales charges on money you plan to withdraw within a short
period of time, you may not want to set up a systematic withdrawal plan if you
plan to buy shares on a regular basis. Shares sold under the plan also may be
subject to a CDSC.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust
the shares in your account if payments exceed distributions received from the
fund. This is especially likely to occur if there is a market decline. If a
withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.
To discontinue a systematic withdrawal plan, change the amount and schedule of
withdrawal payments, or suspend one payment, we must receive instructions from
you at least three business days before a scheduled payment. The fund may
discontinue a systematic withdrawal plan by notifying you in writing and will
discontinue a systematic withdrawal plan automatically if all shares in your
account are withdrawn or if the fund receives notification of the
shareholder's death or incapacity.
VII. The following paragraph is added to the section "General information" on
page 23:
There are special procedures for banks and other institutions that wish to
open multiple accounts. An institution may open a single master account by
filing one application form with the fund, signed by personnel authorized to
act for the institution. Individual sub-accounts may be opened when the master
account is opened by listing them on the application, or by providing
instructions to the fund at a later date. These sub-accounts may be registered
either by name or number. The fund's investment minimums apply to each
sub-account. The fund will send confirmation and account statements for the
sub-accounts to the institution.
Please keep this supplement for future reference.
PAGE
<o 101 SAA-2
SUPPLEMENT DATED AUGUST 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
TEMPLETON GROWTH FUND, INC. - ADVISOR CLASS
DATED JANUARY 1, 2000
The Statement of Additional Information (SAI) is amended as follows:
I. The section "Fundamental investment policies and restrictions" under "Goal
and Strategies" beginning on page 4, is replaced with the following:
INVESTMENT RESTRICTIONS The fund has adopted the following investment policies
and restrictions as fundamental policies. This means they may only be changed
if the change is approved by (i) more than 50% of the fund's outstanding
shares or (ii) 67% or more of the fund's shares present at a shareholder
meeting if more than 50% of the fund's outstanding shares are represented at
the meeting in person or by proxy, whichever is less. The fund may not:
1. Invest in real estate or mortgages on real estate (although the fund may
invest in marketable securities secured by real estate or interests therein or
issued by companies or investment trusts which invest in real estate or
interests therein); invest in interests (other than debentures or equity stock
interests) in oil, gas or other mineral exploration or development programs;
purchase or sell commodity contracts except stock index futures contracts.
2. Invest in the securities of any other domestic or foreign investment
company or investment fund or other investment vehicle which is invested
according to the principle of risk-spreading irrespective of the legal
structure of such investment vehicle (collectively referred to as "investment
vehicles") except in connection with a plan of merger or consolidation with
or acquisition of substantially all of the assets of such investment vehicle
and with the further exception that up to 5% of the net asset vehicle and
with the further exception that up to 5% of the net asset value of the fund
may be invested in an investment vehicle consisting of securities provided it
offers its units to the public without limitation on the number of units and
further provided the holders of these units have the right to redeem their
units.
3. Act as an underwriter except to the extent the fund may be deemed to be an
underwriter when disposing of securities it owns or when selling its own
shares.
4. Issue senior securities; purchase on margin or sell short; write,
buy or sell puts, calls, straddles or spreads (but the fund may make margin
payments in connection with, and purchase and sell, stock index futures
contracts and options on securities indices).
5. Make loans to other persons except (a) through the lending of its portfolio
securities, (b) through the purchase of debt securities, loan participations
and/or engaging in direct corporate loans in accordance with its investment
objectives and policies, and (c) to the extent the entry into a repurchase
agreement is deemed to be a loan. The fund may also make loans to affiliated
investment companies to the extent the entry into a repurchase agreement is
deemed to be a loan. The fund may also make loans to affiliated investment
companies to the extent permitted by the 1940 Act or any exemptions therefrom
which may be granted by the U.S. Securities and Exchange Commission.
6. Borrow money, except that the fund may borrow money from banks or
affiliated investment companies to the extent permitted by the 1940 Act, or
any exemptions therefrom which may be granted by the U.S. Securities and
Exchange Commission and then only for temporary purposes and in an amount not
exceeding 10% of the value of its total assets (including the amount borrowed)
and with the consent of the fund's custodian to the terms of the borrowing.
7. Pledge, mortgage, hypothecate, or otherwise encumber its assets except to
secure indebtedness permitted under its borrowing policy.
8. Concentrate (invest more than 25% of its net assets) in securities of
issuers in a particular industry (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities or
securities of other investment companies).
9. Invest in "letter stocks" or securities on which there are sales
restrictions under a purchase agreement. The fund presently has the following
additional restrictions, which are not fundamental and may be changed without
shareholder approval.
The fund seeks to achieve its investment goal of long-term capital growth
through a flexible policy of investing in stocks and debt obligations of
companies and governments of any nation. Although the fund generally invests
in common stock, it may also invest in preferred stocks and certain debt
securities (which may include structured investments, as described under Goals
and Strategies-Structured Investments"), rated or unrated, such as convertible
bonds and bonds selling at a discount. Whenever, in the judgment of the
manager, market or economic conditions warrant, the fund may, for temporary
defensive purposes, invest without limit in U.S. Government securities, bank
time deposits in the currency of any major nation and commercial paper meeting
the quality ratings set forth under "Goals and Strategies-Temporary
Investments", and purchase from banks or broker-dealers Canadian or U.S.
Government securities with a simultaneous agreement by the seller to
repurchase them within no more than seven days at the original purchase price
plus accrued interest. The fund may invest no more than 5% of its total assets
in securities issued by any one company or government, exclusive of U.S.
Government securities. The fund may not invest more than 10% of its assets in
securities with a limited trading market.
In addition, the fund may not:
1. Purchase or retain securities of any company in which directors or officers
of the fund or the manager, individually owning more than 1/2 of 1% of the
securities of such company, in the aggregate own more than 5% of the
securities of such company.
2. Purchase more than 10% of any class of securities of any one company,
including more than 10% of its outstanding voting securities, or invest in any
company for the purpose of exercising control or management.
3. Invest more than 5% of the value of the fund's total assets in securities
of issuers which have been in continuous operation less than three years.
4. Invest more than 5% of the fund's total assets in warrants, whether or not
listed on the New York Stock Exchange or the American Stock Exchange,
including no more than 2% of its total assets which may be invested in
warrants that are not listed on those exchanges. Warrants acquired by the fund
in units or attached to securities are not included in this restriction. This
restriction does not apply to options on securities indices.
5. Invest more than 15% of the fund's total assets in securities of foreign
issuers that are not listed on a recognized U.S. or foreign securities
exchange, including no more than 10% of its total assets (including warrants)
which may be invested in securities with a limited trading market. The fund's
position in the latter type of securities may be of such size as to affect
adversely their liquidity and marketability and the fund may not be able to
dispose of its holdings in these securities at the current market price.
The fund may also be subject to investment limitations imposed by foreign
jurisdictions in which the fund sells its shares. If a bankruptcy or other
extraordinary event occurs concerning a particular security the fund owns, the
fund may receive stock, real estate, or other investments that the fund would
not, or could not, buy. If this happens, the fund intends to sell such
investments as soon as practicable while maximizing the return to
shareholders.
If a percentage restriction is met at the time of investment, a later
increase or decrease in the percentage due to a change in the value of
liquidity of portfolio securities or the amount of assets will not be
considered a violation of any of the foregoing restrictions.
None of the fund's investment policies or restrictions (except fundamental
restriction 8 and non-fundamental restriction 5) shall be deemed to prohibit
the fund from buying securities pursuant to subscription rights distributed to
the fund by any issuer of securities held at the time in its portfolio, as
long as such purchase is not contrary to the fund's status as a diversified
investment company under the 1940 Act.
II. The following information is added to the section "Officers and Directors"
on page 9:
Frank J. Crothers (56)
P.O. Box N-3238, Nassau, Bahamas
Chairman, Caribbean Electric Utility Services Corporation and Atlantic
Equipment & Power Ltd.; Vice Chairman, Caribbean Utilities Co., Ltd.;
President, Provo Power Corporation; director of various other
business and non-profit organizations; and director or trustee, as the case
may be, of 12 of the investment companies in Franklin Templeton Investments.
Edith E. Holiday (48)
3239 38th Street, N.W., Washington, DC 20016
DIRECTOR
Director, Amerada Hess Corporation (exploration and refining of oil and gas)
(1993-present), Hercules Incorporated (chemicals, fibers and resins)
(1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J.
Heinz Company (processed foods and allied products) (1994-present) and RTI
International Metals, Inc. (manufacture and distribution of titanium) (July
1999-present); director or trustee, as the case may be, of 26 of the
investment companies in Franklin Templeton Investments; and formerly,
Assistant to the President of the United States and Secretary of the Cabinet
(1990-1993), General Counsel to the United States Treasury Department
(1989-1990), and Counselor to the Secretary and Assistant Secretary for Public
Affairs and Public Liaison-United States Treasury Department (1988-1989).
Constantine D. Tseretopoulos (46)
Lyford Cay Hospital, P.O. Box N-7776, Nassau Bahamas
DIRECTOR
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit
organizations; director or trustee, as the case may be, of 12 of the
investment companies in Franklin Templeton Investments; and formerly,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine
Intern, Greater Baltimore Medical Center (1982-1985).
III. The section "Systematic withdrawal plan" on page 18 is replaced with the
following:
SYSTEMATIC WITHDRAWAL PLAN Our systematic withdrawal plan allows you to sell
your shares and receive regular payments from your account on a monthly,
quarterly, semiannual or annual basis. The value of your account must be at
least $5,000 and the minimum payment amount for each withdrawal must be at
least $50. For retirement plans subject to mandatory distribution
requirements, the $50 minimum will not apply. There are no service charges for
establishing or maintaining a systematic withdrawal plan.
Each month in which a payment is scheduled, we will redeem an equivalent
amount of shares in your account on the day of the month you have indicated on
your account application or, if no day is indicated, on the 20th day of the
month. If that day falls on a weekend or holiday, we will process the
redemption on the next business day. For plans set up before June 1, 2000, we
will continue to process redemptions on the 25th day of the month (or the next
business day) unless you instruct us to change the processing date. Available
processing dates currently are the 1st, 5th, 10th, 15th, 20th and 25th days of
the month. When you sell your shares under a systematic withdrawal plan, it is
a taxable transaction.
Redeeming shares through a systematic withdrawal plan may reduce or exhaust
the shares in your account if payments exceed distributions received from the
fund. This is especially likely to occur if there is a market decline. If a
withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.
To discontinue a systematic withdrawal plan, change the amount and schedule of
withdrawal payments, or suspend one payment, we must receive instructions from
you at least three business days before a scheduled payment. The fund may
discontinue a systematic withdrawal plan by notifying you in writing and will
discontinue a systematic withdrawal plan automatically if all shares in your
account are withdrawn or if the fund receives notification of the
shareholder's death or incapacity.
IV. The following paragraph is added to the section "General information" on
page 19:
There are special procedures for banks and other institutions that wish to
open multiple accounts. An institution may open a single master account by
filing one application form with the fund, signed by personnel authorized to
act for the institution. Individual sub-accounts may be opened when the master
account is opened by listing them on the application, or by providing
instructions to the fund at a later date. These sub-accounts may be registered
either by name or number. The fund's investment minimums apply to each
sub-account. The fund will send confirmation and account statements for the
sub-accounts to the institution.
Please keep this supplement for future reference.
