SUPPLEMENT DATED AUGUST 2, 1998
TO THE PROSPECTUSES DATED MAY 1, 1998
OF
FRANKLIN VALUEMARK FUNDS
The section "Management" in the prospectus is amended by:
1) Restating certain Portfolios' "Management and Portfolio Administration
Fees" in the subsection "Managers" as indicated below. The portfolio
administration fees for these Portfolios were inadvertently not included
under "1997 Management and Portfolio Administration Fees," but were
reflected in "1997 Total Annual Expenses." Accordingly, these portfolios'
"1997 Total Annual Expenses" remain the same as in the May 1, 1998
prospectus.
<TABLE>
<CAPTION>
1997 MANAGEMENT 1997 TOTAL
AND PORTFOLIO OPERATING
PORTFOLIO (EXCEPT NEW PORTFOLIOS) ADMINISTRATION FEES EXPENSES
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mutual Discovery Securities Fund ........................................................95%* 1.06%
Mutual Shares Securities Fund ...........................................................75%* .80%
Templeton Global Asset Allocation Fund ..................................................80%* .94%
Templeton International Smaller Companies Fund ........................................1.00%* 1.06%
</TABLE>
*Includes a .15% Administration Fee which is a direct expense of the Portfolio.
2) Adding the following sentence
Franklin Advisers, Inc. and Franklin Templeton Services, Inc. have agreed
in advance to waive or limit their Management and Fund Administration Fees
and to assume as their own expense certain expenses otherwise payable by
the the Global Health Care Securities Fund and Value Securities Fund as
necessary so that through at least December 31, 1998, the Total Operating
Expenses of each portfolio do not exceed 1.00% of its average net assets.
3) Replacing the discussion under "Portfolio Operations" for the Global
Health Care Securities Fund, Global Utilities Securities Fund, Templeton
Global Income Securities Fund and Templeton International Smaller Companies
Fund, with the following:
GLOBAL HEALTH CARE SECURITIES FUND
Kurt von Emster
Evan McCulloch
Rupert H. Johnson, Jr.
GLOBAL UTILITIES SECURITIES FUND
(FORMERLY UTILITY EQUITY FUND)
Sally Edwards-Haff
Ian Link
TEMPLETON GLOBAL INCOME SECURITIES FUND
Thomas J. Dickson
Neil S. Devlin
Thomas Latta
TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
Simon Rudolph
Peter Nori
Juan J. Benito
4) Adding the following to the subsection "Biographical Information":
Thomas Latta
Vice President of Templeton Global Bond Managers
a division of Templeton Investment Counsel, Inc.
Mr. Latta received a Bachelor of Business Administration degree from the
University of Miami (Florida). Mr. Latta is a Chartered Financial Analyst,
and a member of the Association for Investment Management and Research and
the Institute of Chartered Financial Analysts. He joined the Franklin
Templeton organization in 1991, and has managed the Templeton Global Income
Securities Fund since May 1998.
