FRANKLIN VALUE INVESTORS TRUST
497, 1998-12-31
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o  O150*P6


                          SHARE CLASS REDESIGNATION
                          EFFECTIVE JANUARY 1, 1999

                      Class A - Formerly Considered Class I


                       SUPPLEMENT DATED JANUARY 1, 1999
                             TO THE PROSPECTUS OF
                    FRANKLIN BALANCE SHEET INVESTMENT FUND
              DATED MARCH 1, 1998, AS AMENDED SEPTEMBER 8, 1998

The prospectus is amended as follows:

I. As of January 1, 1999, the fund's shares are considered  Class A shares for
redemption,  exchange and other  purposes.  Before January 1, 1999, the fund's
shares were considered Class I shares.

All  references in the prospectus to Class I shares are replaced with Class A,
and all references to Class II shares are replaced with Class C.

II. The following paragraphs are added under "What Are the Risks of Investing
in the Fund?":

EURO RISK. 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, Advisory Services and its affiliated service providers are taking
steps that they believe are reasonably designed to address the euro issue.

YEAR 2000.  When evaluating current and potential portfolio positions, Year
2000 is one of the factors Advisory Services considers.

Advisory Services will rely upon public filings and other statements made by
companies about their Year 2000 readiness. Issuers in countries outside the
U.S., particularly in emerging markets, may not be required to make the same
level of disclosure about Year 2000 readiness as is required in the U.S.
Advisory Services, of course, cannot audit each company and its major
suppliers to verify their Year 2000 readiness.

If a company in which the fund 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 the fund's portfolio
holdings will have a similar impact on the price of the fund's shares. Please
see "Year 2000 Problem" under "Who Manages the Fund?" for more information.

III. The following replaces the section "Year 2000 Issue" under "Who Manages
the Fund?":

YEAR 2000 PROBLEM. The fund's business operations depend on 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
non-standard leap year may create difficulties for some systems.

When the Year 2000 arrives, the fund's operations could be adversely affected
if the computer systems used by Advisory Services, its service providers and
other third parties it does business with are not Year 2000 ready. For
example, the fund's 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 fund could experience difficulties in effecting
transactions if any of its foreign subcustodians, or if foreign
broker-dealers or foreign markets are not ready for Year 2000.

Advisory Services and its 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 fund's ability to reduce the effects of
the Year 2000 problem is also very much dependent upon the efforts of third
parties over which the fund and Advisory Services may have no control.

IV. In the section "Sales Charge Waivers," found under "How Do I Buy Shares?
- - Sales Charge Reductions and Waivers," the second waiver category is
replaced with the following:

2.  Redemption proceeds from the sale of shares of any Franklin Templeton
    Fund. The proceeds must be reinvested in the same class of shares,
    except proceeds from the sale of Class B shares will be reinvested in
    Class A shares.

    If you paid a Contingent Deferred Sales Charge when you sold your Class
    A shares, we will credit your account with the amount of the Contingent
    Deferred Sales Charge paid but a new Contingent Deferred Sales Charge
    will apply. For Class B shares reinvested in Class A, a new Contingent
    Deferred Sales Charge will not apply, although your account will not be
    credited with the amount of any Contingent Deferred Sales Charge paid
    when you sold your Class B shares.

    Proceeds immediately placed in a Franklin Bank CD also may be
    reinvested without a front-end sales charge if you reinvest them within
    365 days from the date the CD matures, including any rollover.

    This waiver does not apply to shares you buy and sell under our
    exchange program. Shares purchased with the proceeds from a money fund
    may be subject to a sales charge.

V. The section "How Do I Buy Shares in Connection with Retirement Plans?",
found under "How Do I Buy Shares?", is replaced with the following:

HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

Your individual or employer-sponsored retirement plan may invest in the fund.
Plan documents are required for all retirement plans. Trust Company can
provide the plan documents for you and serve as custodian or trustee.

Trust Company can provide you with brochures containing important information
about its plans. These plans require separate applications and their policies
and procedures may be different than those described in this prospectus. For
more information, including a free retirement plan brochure or application,
please call Retirement Plan Services.

Please consult your legal, tax or retirement plan specialist before choosing
a retirement plan. Your investment representative or advisor can help you
make investment decisions within your plan.

VI. The third item in the section "Exchange Restrictions," found under "May I
Exchange Shares for Shares of Another Fund?", is replaced with the following:

 o Generally exchanges may only be made between identically registered
   accounts, unless you send written instructions with a signature guarantee.
   You may, however, exchange shares from a fund account requiring two or
   more signatures into an identically registered money fund account
   requiring only one signature for all transactions. PLEASE NOTIFY US IN
   WRITING IF YOU DO NOT WANT THIS OPTION TO BE AVAILABLE ON YOUR ACCOUNT.
   Additional procedures may apply. Please see "Transaction Procedures and
   Special Requirements."

VII. In the "By Phone" section of the chart under "How Do I Sell Shares?",

(a)  the first bulleted item is replaced with the following:

o   If the request is $100,000 or less. Institutional accounts may exceed
    $100,000 by completing a separate agreement. Call Institutional Services
    to receive a copy.

(b)  and the third bulleted item is deleted.

VIII. 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 dividends, or both
dividend and capital gain distributions 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."

IX. 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.

X. 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.

XI. The section "Services to Help You Manage Your Account - Electronic Fund
Transfers" is replaced with the following:

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.

XII. The following definition is revised in the "Useful Terms and Definitions"
section:

Contingency Period - The 12 month period during which a Contingent Deferred
Sales Charge may apply. 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.

Please keep this supplement for future reference.

o  150*SA


                       
                             SHARE CLASS REDESIGNATION
                             EFFECTIVE JANUARY 1, 1999

                      Class A - Formerly Considered Class I


                          SUPPLEMENT DATED JANUARY 1, 1999
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                       FRANKLIN BALANCE SHEET INVESTMENT FUND
                                DATED MARCH 1, 1998

The Statement of Additional Information is amended as follows:

I.   As of January 1, 1999, the Fund's shares are considered  Class A shares for
     redemption, exchange and other purposes. Before January 1, 1999, the Fund's
     shares were considered Class I shares.

     All references in the Statement of Additional Information to Class I shares
     are replaced with Class A.

II.  The first  sentence in the section  "Additional  Information  on Exchanging
     Shares," found under "How Do I Buy, Sell and Exchange Shares?", is replaced
     with the following:

     If you request the exchange of the total value of your account, declared 
     but unpaid income dividends and capital gain distributions will be 
     reinvested in the Fund and exchanged into the new fund at Net Asset Value 
     when paid.

III. The following paragraph is added under "Miscellaneous Information":

     The   Information   Services  &   Technology   division  of  Resources
     established  a Year 2000 Project Team in 1996.  This team has already begun
     making necessary software changes to help the computer systems that service
     the Fund and its  shareholders to be Year 2000 compliant.  After completing
     these modifications, comprehensive tests are conducted in one of Resources'
     U.S. test labs to verify their  effectiveness.  Resources continues to seek
     reasonable  assurances from all major hardware,  software or  data-services
     suppliers  that  they  will be  Year  2000  compliant  on a  timely  basis.
     Resources  is also  beginning  to  develop a  contingency  plan,  including
     identification  of those mission critical systems for which it is practical
     to develop a  contingency  plan.  However,  in an  operation as complex and
     geographically  distributed as Resources' business, the alternatives to use
     of normal systems,  especially  mission  critical  systems,  or supplies of
     electricity or long distance voice and data lines are limited.


                 Please keep this supplement for future reference.



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