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SUPPLEMENT DATED JANUARY 1, 1998
TO THE PROSPECTUSES OF
TEMPLETON PACIFIC GROWTH FUND - ADVISOR CLASS
DATED JANUARY 1, 1997
FRANKLIN VALUE FUND - ADVISOR CLASS
DATED MARCH 1, 1997
FRANKLIN SMALL CAP GROWTH FUND - ADVISOR CLASS
DATED SEPTEMBER 1, 1997
The prospectus is amended to replace the section "Opening Your Account," found
under "How Do I Buy Shares?", with the following:
Opening Your Account
Shares of the Fund may be purchased without a sales charge. Please note that as
of January 1, 1998, shares of the Fund are not available to retirement plans
through Franklin Templeton's ValuSelect(R) program. Retirement plans in Franklin
Templeton's ValuSelect program before January 1, 1998, however, may continue to
invest in the Fund. To open your account, please follow the steps below. This
will help avoid any delays in processing your request. Please keep in mind that
the Fund does not currently allow investments by Market Timers.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The Fund's minimum investments
are:
o To open your account: $5,000,000*
o To add to your account: $25*
*We may waive or lower these minimums for certain investors. Please see "Minimum
Investments" below. We also reserve the right to refuse any order to buy shares.
3. Carefully complete and sign the enclosed shareholder application, including
the optional shareholder privileges section. By applying for privileges now, you
can avoid the delay and inconvenience of having to send an additional
application to add privileges later. It is important that we receive a signed
application since we will not be able to process any redemptions from your
account until we receive your signed application.
4. Make your investment using the table below.
Method Steps to Follow
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By Mail For an initial investment:
o Return the application to the Fund with your check
made payable to the Fund.
For additional investments:
o Send a check made payable to the Fund. Please include
your account number on the check.
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By Wire 1. Call Shareholder Services or, if that number is busy,
call 1-650/312-2000 collect, to receive a wire control
number and wire instructions. You need a new wire control
number every time you wire money into your account. If
you do not have a currently effective wire control
number, we will return the money to the bank, and we will
not credit the purchase to your account.
2. For an initial investment you must also return your
signed shareholder application to the Fund.
Important Deadlines: If we receive your call before 1:00
p.m. Pacific time and the bank receives the wired funds and reports the receipt
of wired funds to the Fund by 3:00 p.m. Pacific time, we will credit the
purchase to your account that day. If we receive your call after 1:00 p.m.
or the bank receives the wire after 3:00 p.m., we will credit the purchase to
your account the following business day.
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Through Your Dealer Call your investment representative
Minimum Investments
To determine if you meet the minimum initial investment requirement of $5
million, the amount of your current purchase is added to the cost or current
value, whichever is higher, of your existing shares in the Franklin Templeton
Funds. At least $1 million of this amount, however, must be invested in Advisor
Class or Class Z shares of any of the Franklin Templeton Funds.
The Fund may waive or lower its minimum investment requirement for certain
purchases. A lower minimum initial investment requirement applies to purchases
by:
1. Broker-dealers, registered investment advisors or certified financial
planners who have entered into an agreement with Distributors for clients
participating in comprehensive fee programs, subject to a $250,000 minimum
initial investment requirement or a $100,000 minimum initial investment
requirement for an individual client
2. Qualified registered investment advisors or certified financial planners who
have clients invested in the Franklin Mutual Series Fund Inc. on October 31,
1996, or who buy through a broker-dealer or service agent who has entered into
an agreement with Distributors, subject to a $1,000 minimum initial investment
requirement
3. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group and their immediate family
members, subject to a $100 minimum initial investment requirement
4. Each series of the Franklin Templeton Fund Allocator Series, subject to a
$1,000 minimum initial and subsequent investment requirement 5. Governments,
municipalities, and tax-exempt entities that meet the requirements for
qualification under Section 501 of the Code, subject to a $1 million initial
investment in Advisor Class shares No minimum initial investment requirement
applies to purchases by:
1. Accounts managed by the Franklin Templeton Group
2. The Franklin Templeton Profit Sharing 401(k) Plan
3. Defined contribution plans such as employer stock, bonus, pension or profit
sharing plans that meet the requirements for qualification under Section 401 of
the Code, including salary reduction plans qualified under Section 401(k) of the
Code, and that (i) are sponsored by an employer with at least 10,000 employees,
or (ii) have plan assets of $100 million or more
4. Trust companies and bank trust departments initially investing in the
Franklin Templeton Funds at least $1 million of 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
5. Any other investor, including a private investment vehicle such as a family
trust or foundation, who is a member of a qualified group, if the group as a
whole meets the $5 million minimum investment requirement. A qualified group is
one that:
o Was formed at least six months ago,
o Has a purpose other than buying Fund shares at a discount,
o Has more than 10 members,
o Can arrange for meetings between our representatives and group members,
o Agrees to include Franklin Templeton Fund sales and other materials in
publications and mailings to its members at reduced or no cost to
Distributors,
o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and
o Meets other uniform criteria that allow Distributors to achieve cost
savings in distributing shares.
