SUPPLEMENT DATED JANUARY 15, 1999
TO THE PROSPECTUS DATED MAY 1, 1998
OF
FRANKLIN(R) VALUEMARK(R) FUNDS
CLASS 1 SHARES
I. Beginning December 28, 1998, the Trust has two classes of shares: Class 1 and
Class 2. All previously issued shares have been renamed Class 1 shares, and no
other changes have been made to Class 1 shares. This prospectus offers only
Class 1 shares.
II. The section "Small Cap Fund" under "Portfolio Investment Objectives and
Policies" is amended as follows:
a) The first four sentences of the second paragraph are replaced with the
following:
PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio will invest
at least 65% of its total assets in equity securities of small capitalization
growth companies ("small cap companies"). A small cap company generally has a
market capitalization of less than $1.5 billion at the time of the Portfolio's
investment and, in the opinion of the Portfolio's Manager, is positioned for
rapid growth in revenues, earnings or assets. Market capitalization is the total
market value of a company's outstanding common stock. The securities of small
capitalization companies are traded on U.S. and foreign stock exchanges and in
the over-the-counter market.
b) The third paragraph is deleted.
III. The section "Currency Risks and their Management" under "Highlighted Risk
Considerations - Foreign Transactions" is amended by replacing the second
paragraph with the following two paragraphs:
EURO. On January 1, 1999, the European Monetary Union (EMU) introduced a new
single currency, the euro, which will replace the national currency for
participating member countries. If a Portfolio 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.
Because this change to a single currency is new and untested, the establishment
of the euro may result in market volatility. For the same reason, it is not
possible to predict the impact of the euro on the business or financial
condition of European issuers which a Portfolio may hold, and their impact on
the value of a Portfolio's shares. To the extent a Portfolio 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.
IV. The section "General Information" is amended by:
a) Changing the title "Voting Privileges and Other Rights" to "Trust
Organization, Voting Privileges and Rights" and substituting paragraph one with
the following discussion:
The Trust is an open-end management investment company, commonly called a mutual
fund. It was organized as a Massachusetts business trust and is registered with
the SEC. The Trust currently offers two classes of shares of each Portfolio:
Class 1 and Class 2. All shares purchased before the initial offering of Class 2
shares of a Portfolio on December 28, 1998 are considered Class 1 shares. After
that date, all shares will be designated either Class 1 or Class 2. Class 2
shares have a Rule 12b-1 distribution plan and are currently subject to fees of
0.30% per year of Class 2's average daily net assets which will affect the
performance of Class 2 shares. Class 1 shares do not bear any Rule 12b-1 fees.
Additional series and classes of shares may be offered in the future.
b). Replacing the "Year 2000" with the following discussion:
YEAR 2000 PROBLEM. The Portfolios' business operations depend upon a worldwide
network of computer systems that contain date fields, including securities
trading systems, securities transfer agent operations and stock market links.
Many of the systems currently use a two digit date field to represent the date,
and unless these systems are changed or modified, they may not be able to
distinguish the Year 1900 from the Year 2000 (commonly referred to as the Year
2000 problem). In addition, the fact that the Year 2000 is a leap year may
create difficulties for some systems.
When the Year 2000 arrives, the Portfolios' operations could be adversely
affected if the computer systems used by the Managers, their service providers
and other third parties they do business with are not Year 2000 ready. For
example, the portfolio and operational areas could be impacted, including
securities trade processing, interest and dividend payments, securities pricing,
shareholder account services, reporting, custody functions and others. The
Portfolios could experience difficulties in effecting transactions if any of
their foreign subcustodians, or if foreign broker/dealers or foreign markets,
are not ready for Year 2000.
In evaluating current and potential portfolio positions, Year 2000 is only one
of the factors that the Portfolios' Managers take into consideration. The
Managers will rely upon public filings and other statements made by companies
about their Year 2000 readiness. Issuers in countries outside of the U.S., and
in particular in emerging markets, may not be required to make the same level of
disclosure regarding Year 2000 readiness as is required in the U.S. The
Managers, of course, cannot audit each company and their major suppliers to
verify their Year 2000 readiness. If a company in which a Portfolio is invested
is adversely affected by Year 2000 problems, it is likely that the price of its
security will also be adversely affected. A decrease in the value of one or more
of a Portfolio's portfolio holdings will have a similar impact on the price of
the Portfolio's shares.
The Managers and their affiliated service providers are making a concerted
effort to take steps they believe are reasonably designed to address their Year
2000 problems. Of course, the Portfolios' ability to reduce the effects of the
Year 2000 problem is also very much dependent upon the efforts of third parties
over which the Portfolios and their Managers may have no control.
V. The section "Management" is amended by:
a) Under "Managers" adding the following sentence to the third paragraph:
Michael F. Price is Chairman of the Board of Directors of Franklin Mutual.
b) Under "Managers - Manager Services and Fees," restating the 1997 operating
expenses information for certain portfolios, as indicated below
1997 MANAGEMENT 1997 TOTAL
- --------------------------------------------------------------------------------
AND PORTFOLIO OPERATING
PORTFOLIO (EXCEPT NEW PORTFOLIOS) ADMINISTRATION FEES EXPENSES
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%
*Includes a .15% Administration Fee which is a direct expense of the Portfolio.
c) Under "Managers - Manager Services and Fees," adding the following footnote
to the expense table:
Effective January 1, 1999, Advisers has discontinued its voluntary fee waiver
for the Money Fund.
d) Under "Portfolio Operations," replacing the information for the Portfolios
listed below with the following, and revising relevant biographical information
or deleting information which is no longer relevant:
GLOBAL UTILITIES SECURITIES FUND
(FORMERLY UTILITY EQUITY FUND)
Sally Edwards-Haf
Ian Link
GROWTH AND INCOME FUND
Frank Felicelli
Kent Shepherd
MUTUAL DISCOVERY SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
David E. Marcus
MUTUAL SHARES SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
Lawrence N. Sondike
David E. Marcus
SMALL CAP FUND
Edward B. Jamieson
Michael McCarthy
Aidan O'Connell
TEMPLETON GLOBAL ASSET ALLOCATION FUND
Dale Winner
Jeffrey Everett
Sean Farrington
Beginning January 1, 1999, the Portfolio's investments in debt obligations are
managed by a team of Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.
TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
Simon Rudolph
Peter A. Nori
Juan J. Benito
Robert L. Friedman
Chief Investment Officer and Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Friedman has a Bachelor of Arts degree in Humanities from Johns Hopkins
University and a Masters in Business Administration from the Wharton School,
University of Pennsylvania. Before November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds from inception.
Peter A. Langerman
Chief Executive Officer and Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Langerman has a Bachelor of Arts degree from Yale University, a Masters in
Science from New York University Graduate School of Business and a Juris Doctor
from Stanford University Law School. Before November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds from inception.
David E. Marcus
Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Marcus holds a Bachelor of Science in Business Administration/Finance from
Northeastern University. Before November 1996, he was a research analyst for
Heine Securities Corporation, the predecessor of Franklin Mutual. He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery and Mutual Shares Funds since March 1998.
Aidan O'Connell
Portfolio Manager
Franklin Advisers, Inc.
Mr. O'Connell holds a Master of Business Administration degree in Finance from
the University of Pennsylvania, a Master of Arts degree in International
Relations from Johns Hopkins University and a Bachelor of Arts degree from
Dartmouth College. Before joining the Franklin Templeton Group in May 1998, Mr.
O'Connell was at Hambrecht & Quist (1991-1997). Mr. O'Connell has managed the
Small Cap Fund since September 1998.
Kent P. Shepherd
Vice President
Franklin Advisers, Inc.
Mr. Shepherd holds undergraduate degrees in Economics and Political Science from
Northwestern University and an MBA in International Finance from UCLA. In
addition, Mr. Shepherd is a Chartered Financial Analyst and a Chartered
Investment Counselor. Mr. Shepherd has been with the Franklin Templeton Group
since 1991 and has managed the Growth and Income Fund since August 1998.
Lawrence N. Sondike
Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Sondike has a Bachelor of Arts degree from Cornell University and a Masters
in Business Administration from New York University Graduate School of Business.
Before November 1996, he was a research analyst for Heine Securities
Corporation, the predecessor of Franklin Mutual. He has been with the Franklin
Templeton Group since November 1996, and has managed the Mutual Shares Fund from
inception.
PLEASE KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE
1
Supplement Dated January 15, 1999
to the Prospectus Dated May 1, 1998, as Supplemented December 7, 1998
of
FRANKLIN(R) VALUEMARK(R) FUNDS
Class 1 Shares
I. Beginning December 28, 1998, the Trust has two classes of shares: Class 1 and
Class 2. All previously issued shares have been renamed Class 1 shares, and no
other changes have been made to Class 1 shares. This prospectus offers only
Class 1 shares.
II. The section "General Information" is amended by changing the title "Voting
Privileges and Other Rights" to "Trust Organization, Voting Privileges and
Rights" and substituting paragraph one with the following discussion:
The Trust is an open-end management investment company, commonly called a mutual
fund. It was organized as a Massachusetts business trust and is registered with
the SEC. The Trust currently offers two classes of shares of each Portfolio:
Class 1 and Class 2. All shares purchased before the initial offering of Class 2
shares of a Portfolio on December 28, 1998 are considered Class 1 shares. After
that date, all shares will be designated either Class 1 or Class 2. Class 2
shares have a Rule 12b-1 distribution plan and are currently subject to fees of
0.30% per year of Class 2's average daily net assets which will affect the
performance of Class 2 shares. Class 1 shares do not bear any Rule 12b-1 fees.
Additional series and classes of shares may be offered in the future.
III. The section "Management" is amended by:
a) Under "Managers - Manager Services and Fees," adding the following footnote
to the expense table:
Effective January 1, 1999, Advisers has discontinued its voluntary fee waivers
for the Money Fund, Zero Coupon Fund - 2000, Zero Coupon Fund - 2005 and Zero
Coupon Fund - 2010.
b) Under "Portfolio Operations," replacing the information for the portfolios
listed below with the following, and deleting the biographical information which
is no longer relevant:
Templeton Global Asset Allocation Fund
The Portfolio is managed by:
Dale Winner
Jeffrey Everett
Sean Farrington
Beginning January 1, 1999, the Portfolio's investments in debt obligations are
managed by a team of Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.
TEMPLETON GLOBAL INCOME SECURITIES FUND
Beginning January 1, 1999, the Portfolio
is managed by a team of Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.
PLEASE KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE
SUPPLEMENT DATED JANUARY 15, 1999
TO THE PROSPECTUS DATED MAY 1, 1998
OF
FRANKLIN(R) VALUEMARK(R) FUNDS
CLASS 1 SHARES
I. Beginning December 28, 1998, the Trust has two classes of shares: Class 1 and
Class 2. All previously issued shares have been renamed Class 1 shares, and no
other changes have been made to Class 1 shares. This prospectus offers only
Class 1 shares.
II. The section "Small Cap Fund" under "Portfolio Investment Objectives and
Policies" is amended by:
a) Replacing the first four sentences of the second paragraph with the
following: PORTFOLIO INVESTMENTS. Under normal market conditions, the Portfolio
will invest at least 65% of its total assets in equity securities of small
capitalization growth companies ("small cap companies"). A small cap company
generally has a market capitalization of less than $1.5 billion at the time of
the Portfolio's investment and, in the opinion of the Portfolio's Manager, is
positioned for rapid growth in revenues, earnings or assets. Market
capitalization is the total market value of a company's outstanding common
stock. The securities of small capitalization companies are traded on U.S. and
foreign stock exchanges and in the over-the-counter market.
b) Deleting the third paragraph.
III. The second paragraph of the section "Currency Risks and their Management"
under "Highlighted Risk Considerations - Foreign Transactions" is replaced with
the following two paragraphs:
EURO. On January 1, 1999, the European Monetary Union (EMU) introduced a new
single currency, the euro, which will replace the national currency for
participating member countries. If a Portfolio 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.
Because this change to a single currency is new and untested, the establishment
of the euro may result in market volatility. For the same reason, it is not
possible to predict the impact of the euro on the business or financial
condition of European issuers which a Portfolio may hold, and their impact on
the value of a Portfolio's shares. To the extent a Portfolio 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.
IV. The section "General Information" is amended by:
a) Changing the title "Voting Privileges and Other Rights" to "Trust
Organization, Voting Privileges and Rights" and substituting paragraph one with
the following discussion:
The Trust is an open-end management investment company, commonly called a mutual
fund. It was organized as a Massachusetts business trust and is registered with
the SEC. The Trust currently offers two classes of shares of each Portfolio:
Class 1 and Class 2. All shares purchased before the initial offering of Class 2
shares of a Portfolio on December 28, 1998 are considered Class 1 shares. After
that date, all shares will be designated either Class 1 or Class 2. Class 2
shares have a Rule 12b-1 distribution plan and are currently subject to fees of
.30% per year of Class 2's average daily net assets which will affect the
performance of Class 2 shares. Class 1 shares do not bear any Rule 12b-1 fees.
Additional series and classes of shares may be offered in the future.
b). Replacing the "Year 2000" with the following discussion:
YEAR 2000 PROBLEM. The Portfolios' business operations depend upon a worldwide
network of computer systems that contain date fields, including securities
trading systems, securities transfer agent operations and stock market links.
Many of the systems currently use a two digit date field to represent the date,
and unless these systems are changed or modified, they may not be able to
distinguish the Year 1900 from the Year 2000 (commonly referred to as the Year
2000 problem). In addition, the fact that the Year 2000 is a leap year may
create difficulties for some systems.
When the Year 2000 arrives, the Portfolios' operations could be adversely
affected if the computer systems used by the Managers, their service providers
and other third parties they do business with are not Year 2000 ready. For
example, the portfolio and operational areas could be impacted, including
securities trade processing, interest and dividend payments, securities pricing,
shareholder account services, reporting, custody functions and others. The
Portfolios could experience difficulties in effecting transactions if any of
their foreign subcustodians, or if foreign broker/dealers or foreign markets,
are not ready for Year 2000.
In evaluating current and potential portfolio positions, Year 2000 is only one
of the factors that the Portfolios' Managers take into consideration. The
Managers will rely upon public filings and other statements made by companies
about their Year 2000 readiness. Issuers in countries outside of the U.S., and
in particular in emerging markets, may not be required to make the same level of
disclosure regarding Year 2000 readiness as is required in the U.S. The
Managers, of course, cannot audit each company and their major suppliers to
verify their Year 2000 readiness. If a company in which a Portfolio is invested
is adversely affected by Year 2000 problems, it is likely that the price of its
security will also be adversely affected. A decrease in the value of one or more
of a Portfolio's portfolio holdings will have a similar impact on the price of
the Portfolio's shares.
The Managers and their affiliated service providers are making a concerted
effort to take steps they believe are reasonably designed to address their Year
2000 problems. Of course, the Portfolios' ability to reduce the effects of the
Year 2000 problem is also very much dependent upon the efforts of third parties
over which the Portfolios and their Managers may have no control.
V. The section "Management" is amended by:
a) Under "Managers," adding the following sentence to the third paragraph::
Michael F. Price is Chairman of the Board of Directors of Franklin Mutual.
b) Under "Managers - Manager Services and Fees," restating the 1997 operating
expenses information for certain portfolios, as indicated below
1997 MANAGEMENT 1997 TOTAL
- --------------------------------------------------------------------------------
AND PORTFOLIO OPERATING
PORTFOLIO (EXCEPT NEW PORTFOLIOS) ADMINISTRATION FEES EXPENSES
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%
*Includes a .15% Administration Fee which is a direct expense of the Portfolio.
c) Under "Managers - Manager Services and Fees," adding the following footnote
to the expense information table:
Effective January 1, 1999, Advisers has discontinued its voluntary fee
waivers for the Money Fund, Zero Coupon Fund - 2000, Zero Coupon Fund - 2005
and Zero Coupon Fund - 2010.
d) Under "Portfolio Operations," replacing the information for the Portfolios
listed below with the following, and revising relevant biographical information
or deleting information which is no longer relevant:
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
GROWTH AND INCOME FUND
Frank Felicelli
Kent Shepherd
SMALL CAP FUND
Edward B. Jamieson
Michael McCarthy
Aidan O'Connell
TEMPLETON GLOBAL ASSET ALLOCATION FUND
Dale Winner
Jeffrey Everett
Sean Farrington
Beginning January 1, 1999, the Portfolio's investments in debt obligations are
managed by a team of Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.
TEMPLETON GLOBAL
INCOME SECURITIES FUND
Beginning January 1, 1999, the Portfolio is managed by a team of
Templeton Global Bond Managers, a division of Templeton Investment Counsel,
Inc.
TEMPLETON INTERNATIONAL
SMALLER COMPANIES FUND
Simon Rudolph
Peter A. Nori
Juan J. Benito
MUTUAL DISCOVERY
SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
David E. Marcus
MUTUAL SHARES
SECURITIES FUND
Peter A. Langerman
Robert L. Friedman
Lawrence N. Sondike
David E. Marcus
Robert L. Friedman
Chief Investment Officer and Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Friedman has a Bachelor of Arts degree in Humanities from Johns Hopkins
University and a Masters in Business Administration from the Wharton School,
University of Pennsylvania. Before November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds from inception.
Peter A. Langerman
Chief Executive Officer and Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Langerman has a Bachelor of Arts degree from Yale University, a Masters in
Science from New York University Graduate School of Business and a Juris Doctor
from Stanford University Law School. Before November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin Templeton Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds from inception.
David E. Marcus
Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Marcus holds a Bachelor of Science in Business Administration/Finance from
Northeastern University. Before November 1996, he was a research analyst for
Heine Securities Corporation, the predecessor of Franklin Mutual. He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery and Mutual Shares Funds since March 1998.
Aidan O'Connell
Portfolio Manager
Franklin Advisers, Inc.
Mr. O'Connell holds a Master of Business Administration degree in Finance from
the University of Pennsylvania, a Master of Arts degree in International
Relations from Johns Hopkins University and a Bachelor of Arts degree from
Dartmouth College. Before joining the Franklin Templeton Group in May 1998, Mr.
O'Connell was at Hambrecht & Quist (1991-1997). Mr. O'Connell has managed the
Small Cap Fund since September 1998.
Kent P. Shepherd
Vice President
Franklin Advisers, Inc.
Mr. Shepherd holds undergraduate degrees in Economics and Political Science from
Northwestern University and an MBA in International Finance from UCLA. In
addition, Mr. Shepherd is a Chartered Financial Analyst and a Chartered
Investment Counselor. Mr. Shepherd has been with the Franklin Templeton Group
since 1991 and has managed the Growth and Income Fund since August 1998.
Lawrence N. Sondike
Senior Vice President
Franklin Mutual Advisers, Inc.
Mr. Sondike has a Bachelor of Arts degree from Cornell University and a Masters
in Business Administration from New York University Graduate School of Business.
Before November 1996, he was a research analyst for Heine Securities
Corporation, the predecessor of Franklin Mutual. He has been with the Franklin
Templeton Group since November 1996, and has managed the Mutual Shares Fund from
inception.
PLEASE KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE
SUPPLEMENT DATED JANUARY 15, 1999
TO THE PROSPECTUS DATED MAY 1, 1998
OF
FRANKLIN(R) VALUEMARK(R) FUNDS
CLASS 1 SHARES
I. Beginning December 28, 1998, the Trust has two classes of shares: Class 1 and
Class 2. All previously issued shares have been renamed Class 1 shares, and no
other changes have been made to Class 1 shares. This prospectus offers only
Class 1 shares.
II. The section "General Information" is amended by:
a) Changing the title "Voting Privileges and Other Rights" to "Trust
Organization, Voting Privileges and Rights" and substituting paragraph one with
the following discussion:
The Trust is an open-end management investment company, commonly called a mutual
fund. It was organized as a Massachusetts business trust and is registered with
the SEC. The Trust currently offers two classes of shares of each Portfolio:
Class 1 and Class 2. All shares purchased before the initial offering of Class 2
shares of a Portfolio on December 28, 1998 are considered Class 1 shares. After
that date, all shares will be designated either Class 1 or Class 2. Class 2
shares have a Rule 12b-1 distribution plan and are currently subject to fees of
.30% per year of Class 2's average daily net assets which will affect the
performance of Class 2 shares. Class 1 shares do not bear any Rule 12b-1 fees.
Additional series and classes of shares may be offered in the future.
III. The section "Management" is amended by:
a) Under "Managers - Manager Services and Fees," adding the following footnote
to the expense information table:
Effective January 1, 1999, Advisers has discontinued its voluntary fee waivers
for the Money Fund, Zero Coupon Fund - 2000, Zero Coupon Fund - 2005, Zero
Coupon Fund - 2010.
b) Under "Portfolio Operations," replacing the information for the portfolios
listed below with the following, and deleting the biographical information which
is no longer relevant:
TEMPLETON GLOBAL ASSET ALLOCATION FUND
The Portfolio is managed by:
Dale Winner
Jeffrey Everett
Sean Farrington
Beginning January 1, 1999, the Portfolio's investments in debt obligations are
managed by a team of Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.
TEMPLETON GLOBAL INCOME SECURITIES FUND
Beginning January 1, 1999, the Portfolio is managed by a team of Templeton
Global Bond Managers, a division of Templeton Investment Counsel, Inc.
Please note that certain of the Portfolios discussed in the Trust Prospectus may
not be currently available in connection with a Contract. You should refer to
the prospectus of the specific insurance product that accompanies the Trust
prospectus.
