FRANKLIN VALUE INVESTORS TRUST
497, 1998-07-31
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o150 STKP4

                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                     FRANKLIN BALANCE SHEET INVESTMENT FUND
                               DATED MARCH 1, 1998

The prospectus is amended as follows:

I. The section "Who Manages the Fund? - Management Team" is replaced  in its
entirety with the following:

MANAGEMENT  TEAM.  The team  responsible  for the  day-to-day  management of the
Fund's portfolio is: Bruce C. Baughman,  William J. Lippman,  and Margaret McGee
since the Fund's inception and Gerard P. Sullivan since March 1998.

 Bruce C. Baughman
 Senior Vice President of Advisory Services

Mr.  Baughman  holds a Master  of  Science  degree in  Accounting  from New York
University and a Bachelor of Arts degree from Stanford  University.  He has been
with the Franklin Templeton Group since 1988.

 William J. Lippman
 President of Advisory Services

Mr.  Lippman  holds a Master of  Business  Administration  degree  from New York
University  and a Bachelor of Business  Administration  degree from City College
New York. Mr. Lippman has been in the securities  industry for over 30 years and
with the Franklin Templeton Group since 1988.

 Gerard P. Sullivan
 Senior Vice President of Advisory Services

Mr.  Sullivan  holds a Master of Business  Administration  degree in Finance and
Accounting from the Columbia  Graduate School of Business and a Bachelor of Arts
degree in  Political  Science  from  Columbia  University.  He has been with the
Franklin  Templeton  Group  since  March  1998.  Previously,  he was a Portfolio
Manager for SunAmerica  Asset Management from February 1995 to February 1998 and
a Portfolio  Manager for Texas  Commerce  Investment  Management & Co. from July
1993 to February 1995.

 Margaret McGee
 Vice President of Advisory Services

Ms.  McGee  holds a Bachelor  of Arts  degree in  Business  Administration  from
William Paterson University.  She has been in the securities industry since 1985
and with the Franklin Templeton Group since 1988.

II. The following new  categories 6 and 7 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":

 6.  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.

 7. Redemption  proceeds from the sale of Class A shares of any of the Templeton
 Global Strategy Funds if you are a qualified investor.

    If you paid a contingent  deferred sales charge when you redeemed your Class
 A shares from a Templeton  Global  Strategy  Fund, a Contingent  Deferred Sales
 Charge will apply to your purchase of Fund shares and a new Contingency  Period
 will begin. We will,  however,  credit your Fund account with additional shares
 based on the  contingent  deferred  sales charge you paid and the amount of the
 redemption proceeds that you reinvest.

    If you immediately  placed your redemption  proceeds in a Franklin Templeton
 money fund,  you may reinvest  them as described  above.  The proceeds  must be
 reinvested within 365 days from the date they are redeemed from the money fund.

III.  The  following  new  category 12 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":

 12. Qualified registered investment advisors who buy through a broker-dealer or
 service agent who has entered into an agreement with Distributors

IV. The  following  paragraph  is added at the end of the section  "How Do I Buy
Shares?":

 FOR INVESTORS OUTSIDE THE U.S.

 The  distribution  of this  prospectus  and the  offering of Fund shares may be
 limited in many jurisdictions. An investor who wishes to buy shares of the Fund
 should determine,  or have a broker-dealer  determine,  the applicable laws and
 regulations  of  the  relevant  jurisdiction.  Investors  are  responsible  for
 compliance  with tax,  currency  exchange or other  regulations  applicable  to
 redemption and purchase  transactions in any  jurisdiction to which they may be
 subject.  Investors should consult appropriate tax and legal advisors to obtain
 information on the rules applicable to these transactions.

V. 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 twelve 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.

VI. The following  new item is added under "May I Exchange  Shares for Shares of
Another Fund? - Exchange Restrictions":

 o You must meet the applicable minimum investment  amount of the fund you are
   exchanging into, or exchange 100% of your Fund shares.

VII.  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  $1,250.  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 $2,500.  These minimums may not apply to retirement plan accounts or
 to accounts managed by the Franklin Templeton Group.

                 Please keep this supplement for future reference.




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