FRANKLIN STRATEGIC SERIES
497, 1998-07-31
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                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                         FRANKLIN NATURAL RESOURCES FUND
                             DATED SEPTEMBER 1, 1997

The prospectus is amended as follows:

I. The section "Expense Summary" is replaced in its entirety with the following:

 EXPENSE SUMMARY

 This table is designed to help you  understand  the costs of  investing  in the
 Fund. It is based on the Fund's  historical  expenses for the fiscal year ended
 April 30, 1997. The Fund's actual expenses may vary.

 A. SHAREHOLDER TRANSACTION EXPENSES+

    Maximum Sales Charge Imposed on Purchases
    (as a percentage of Offering Price) .............................   5.75%++
    Deferred Sales Charge ...........................................   None+++
    Exchange Fee (per transaction) ..................................  $5.00*

 B. ANNUAL FUND OPERATING EXPENSES
    (AS A PERCENTAGE OF AVERAGE NET ASSETS)

    Management Fees .................................................   0.60%**
    Rule 12b-1 Fees .................................................   0.29%***
    Other Expenses ..................................................   0.38%
                                                                        -------
    Total Fund Operating Expenses ...................................   1.27%**
                                                                        ========

 C. EXAMPLE

    Assume the Fund's annual return is 5%,  operating  expenses are as described
 above, and you sell your shares after the number of years shown.  These are the
 projected expenses for each $1,000 that you invest in the Fund.

    1 YEAR 3 YEARS    5 YEARS  10 YEARS
- ---------------------------------------------

     $70****   $95       $123      $202

     THIS IS JUST AN EXAMPLE.  IT DOES NOT REPRESENT PAST OR FUTURE  EXPENSES OR
     RETURNS.  ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
     The Fund pays its  operating  expenses.  The effects of these  expenses are
     reflected in its Net Asset Value or dividends and are not directly  charged
     to your account.

+If your  transaction is processed  through your Securities  Dealer,  you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more.
+++A Contingent Deferred Sales Charge of 1% may apply to purchases of $1 million
or more if you sell the shares  within one year.  A  Contingent  Deferred  Sales
Charge may also apply to purchases by certain  retirement  plans that qualify to
buy  shares  without  a  front-end  sales  charge.  See  "How Do I Sell  Shares?
Contingent Deferred Sales Charge" for details.
*$5.00 fee is only for Market Timers.  We process all other exchanges  without a
fee.
**For the period shown,  Advisers had agreed in advance to limit its  management
fees. With this  reduction,  management fees were 0.28% and total Fund operating
expenses were 0.95%.
***These fees may not exceed 0.35%.  The  combination of front-end sales charges
and Rule 12b-1  fees could  cause  long-term  shareholders  to pay more than the
economic  equivalent of the maximum  front-end sales charge  permitted under the
NASD's rules.
****Assumes a Contingent Deferred Sales Charge will not apply.

II. The section "The Rule 12b-1  Plan," found under "Who Manages the Fund?",  is
replaced with the following:

THE RULE 12B-1 PLAN

 The Fund has a  distribution  plan or "Rule  12b-1 Plan" for its Class I shares
 under  which it may  reimburse  Distributors  or  others  for the  expenses  of
 activities  that are  primarily  intended  to sell  shares of the class.  These
 expenses  may  include,  among  others,  distribution  or service  fees paid to
 Securities  Dealers or others who have executed a servicing  agreement with the
 Fund,  Distributors  or its  affiliates;  a prorated  portion of  Distributors'
 overhead expenses;  and the expenses of printing  prospectuses and reports used
 for sales  purposes,  and  preparing  and  distributing  sales  literature  and
 advertisements.

 Payments by the Fund under the plan may not exceed  0.35% per year of Class I's
 average daily net assets. Of this amount, the Fund may reimburse up to 0.35% to
 Distributors  or others,  out of which  0.10% will  generally  be  retained  by
 Distributors for its distribution expenses. All distribution expenses over this
 amount  will be borne by those who have  incurred  them.  During the first year
 after certain purchases made without a sales charge, Securities Dealers may not
 be eligible to receive the Rule 12b-1 fee  associated  with the  purchase.  For
 more information, please see "The Fund's Underwriter" in the SAI.

III. The section  "How Do I Buy  Shares?" is replaced in its  entirety  with the
following:

 HOW DO I BUY SHARES?

 OPENING YOUR ACCOUNT

 To open your account,  please follow the steps below.  This will help avoid any
 delays in processing your request.

1.   Read this prospectus carefully.

2.   Determine how much you would like to invest. The Fund's minimum investments
     are:

    o To open a regular, non-retirement account .....................  $1,000
    o To open an IRA, IRA Rollover, Roth IRA, or Education IRA ......  $  250*
    o To open a custodial account for a minor (an UGMA/UTMA account)   $  100
    o To open an account with an automatic investment plan ..........  $   50**
    o To add to an account...........................................  $   50***

    *For all other retirement accounts, there is no minimum investment 
    requirement.
    **$25 for an Education IRA.
    ***For all retirement accounts except IRAs, IRA Rollovers, Roth IRAs, or
    Education IRAs, there is no minimum to add to an account.

    We reserve  the right to change the  amount of these  minimums  from time to
    time or to waive or lower  these  minimums  for certain  purchases.  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
- -------------------------------------------------------------------------------

 BY MAIL             For an initial investment:

                        Return the  application to the Fund with your check made
                        payable to the Fund.

                     For additional investments:

                        Send a check made  payable to the Fund.  Please  include
                        your account number on the check.
- --------------------------------------------------------------------------------
 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.
- --------------------------------------------------------------------------------

 THROUGH YOUR DEALER Call your investment representative

- --------------------------------------------------------------------------------
 SALES CHARGE REDUCTIONS AND WAIVERS

 - IF YOU  QUALIFY  TO BUY SHARES  UNDER ONE OF THE SALES  CHARGE  REDUCTION  OR
   WAIVER  CATEGORIES  DESCRIBED BELOW,  PLEASE INCLUDE A WRITTEN STATEMENT WITH
   EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES.  If you don't include
   this  statement,  we cannot  guarantee that you will receive the sales charge
   reduction or waiver.

 QUANTITY  DISCOUNTS.  The sales charge you pay depends on the dollar amount you
 invest, as shown in the table below.

                                              TOTAL SALES CHARGE  AMOUNT PAID TO
                                              AS A PERCENTAGE OF   DEALER AS A
 AMOUNT OF PURCHASE                          OFFERING  NET AMOUNT PERCENTAGE OF
 AT OFFERING PRICE                            PRICE     INVESTED  OFFERING PRICE
- --------------------------------------------------------------------------------
 Under $50,000 ..............................  5.75%    6.10%      5.00%
 $50,000 but less than $100,000 .............  4.50%    4.71%      3.75%
 $100,000 but less than $250,000 ............  3.50%    3.63%      2.80%
 $250,000 but less than $500,000 ............  2.50%    2.56%      2.00%
 $500,000 but less than $1,000,000 ..........  2.00%    2.04%      1.60%
 $1,000,000 or more*.........................  None     None       None

 *If you invest $1 million or more,  a Contingent  Deferred  Sales Charge may be
 imposed on an early redemption.  Please see "How Do I Sell Shares? - Contingent
 Deferred Sales Charge." Please also see "Other Payments to Securities  Dealers"
 below  for a  discussion  of  payments  Distributors  may  make  out of its own
 resources to Securities Dealers for certain purchases.

 CUMULATIVE  QUANTITY  DISCOUNTS.  To determine  if you may pay a reduced  sales
 charge,  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,  as well as  those  of your  spouse,  children  under  the age of 21 and
 grandchildren under the age of 21. If you are the sole owner of a company,  you
 may  also  add  any  company  accounts,  including  retirement  plan  accounts.
 Companies  with one or more  retirement  plans may add  together the total plan
 assets  invested in the Franklin  Templeton Funds to determine the sales charge
 that applies.

 LETTER OF INTENT.  You may buy shares at a reduced  sales charge by  completing
 the Letter of Intent section of the shareholder application. A Letter of Intent
 is a commitment  by you to invest a specified  dollar  amount during a 13 month
 period. The amount you agree to invest determines the sales charge you pay.

 BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION,  YOU
 ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

 o You authorize  Distributors to reserve 5% of your total intended  purchase in
   Fund shares registered in your name until you fulfill your Letter.

 o You give  Distributors a security interest in the reserved shares and appoint
   Distributors as attorney-in-fact.

 o Distributors  may  sell  any or  all of the  reserved  shares  to  cover  any
   additional sales charge if you do not fulfill the terms of the Letter.

 o Although you may exchange your shares, you may not sell reserved shares until
   you complete the Letter or pay the higher sales charge.

 Your periodic  statements  will include the reserved shares in the total shares
 you own. We will pay or reinvest dividend and capital gain distributions on the
 reserved shares as you direct. Our policy of reserving shares does not apply to
 certain retirement plans.

 If you would like more information about the Letter of Intent privilege, please
 see "How Do I Buy, Sell and Exchange  Shares? - Letter of Intent" in the SAI or
 call Shareholder Services.

 GROUP  PURCHASES.  If you are a member of a qualified  group,  you may buy Fund
 shares at a reduced  sales  charge  that  applies to the group as a whole.  The
 sales  charge  is based on the  combined  dollar  value of the  group  members'
 existing investments, plus the amount of the current purchase.

 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.

 A  qualified  group  does not  include a 403(b)  plan that only  allows  salary
 deferral   contributions.   403(b)  plans  that  only  allow  salary   deferral
 contributions  and that purchased  shares of the Fund at a reduced sales charge
 under the group  purchase  privilege  before  February  1, 1998,  however,  may
 continue to do so.

 SALES CHARGE  WAIVERS.  If one of the following sales charge waivers applies to
 you or your  purchase of Fund shares,  you may buy shares of the Fund without a
 front-end sales charge or a Contingent Deferred Sales Charge.

 Certain distributions,  payments or redemption proceeds that you receive may be
 used to buy  shares of the Fund  without a sales  charge if you  reinvest  them
 within 365 days of their payment or redemption date. They include:

1.   Dividend and capital gain  distributions  from any Franklin Templeton Fund.
     The distributions generally must be reinvested in the same class of shares.
     Certain  exceptions  apply,  however,  to Class II  shareholders of another
     Franklin  Templeton Fund who chose to reinvest their  distributions  in the
     Fund before November 17, 1997, and to Advisor Class or Class Z shareholders
     of a Franklin  Templeton Fund who may reinvest their  distributions  in the
     Fund.

2.   Redemption  proceeds from the sale of shares of any Franklin Templeton Fund
     if you  originally  paid a sales  charge on the shares and you reinvest the
     money in the same class of shares. This waiver does not apply to exchanges.

     If you paid a  Contingent  Deferred  Sales  Charge when you  redeemed  your
     shares from a Franklin  Templeton 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 redemption proceeds that you reinvest.

     If you immediately  placed your redemption  proceeds in a Franklin Bank CD,
     you may reinvest them as described  above.  The proceeds must be reinvested
     within 365 days from the date the CD matures, including any rollover.

3.   Dividend or capital gain  distributions from a real estate investment trust
     (REIT) sponsored or advised by Franklin Properties, Inc.

4.   Annuity  payments  received  under  either an annuity  option or from death
     benefit  proceeds,  only if the annuity  contract  offers as an  investment
     option the Franklin  Valuemark  Funds or the  Templeton  Variable  Products
     Series Fund. You should contact your tax advisor for information on any tax
     consequences that may apply.

5.   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.

6.   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.

7.   Distributions  from an existing  retirement  plan  invested in the Franklin
     Templeton Funds

 Various  individuals and institutions also may buy shares of the Fund without a
 front-end sales charge or Contingent Deferred Sales Charge, including:

1.   Trust companies and bank trust  departments  agreeing to invest in Franklin
     Templeton  Funds over a 13 month  period 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.  We will  accept  orders  for these
     accounts by mail  accompanied  by a check or by telephone or other means of
     electronic  data  transfer  directly from the bank or trust  company,  with
     payment by federal  funds  received  by the close of  business  on the next
     business day following the order.

2.   An  Eligible  Governmental   Authority.   Please  consult  your  legal  and
     investment   advisors  to  determine  if  an  investment  in  the  Fund  is
     permissible and suitable for you and the effect, if any, of payments by the
     Fund on arbitrage rebate calculations.

3.   Broker-dealers,  registered  investment  advisors  or  certified  financial
     planners who have entered into an agreement with  Distributors  for clients
     participating in comprehensive fee programs. The minimum initial investment
     is $250.

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

5.   Registered  Securities  Dealers and their affiliates,  for their investment
     accounts only

6.   Current  employees of  Securities  Dealers and their  affiliates  and their
     family members, as allowed by the internal policies of their employer

7.   Officers,  trustees,  directors  and  full-time  employees  of the Franklin
     Templeton Funds or the Franklin  Templeton Group, and their family members,
     consistent with our then-current  policies.  The minimum initial investment
     is $100.

8.   Investment  companies  exchanging  shares or selling  assets  pursuant to a
     merger, acquisition or exchange offer

9.   Accounts managed by the Franklin Templeton Group

10.  Certain unit investment trusts and their holders reinvesting  distributions
     from the trusts

11.  Group annuity separate accounts offered to retirement plans

12.  Chilean  retirement  plans  that  meet  the  requirements  described  under
     "Retirement Plans" below

 RETIREMENT  PLANS.  Retirement plans that (i) are sponsored by an employer with
 at least 100  employees,  or (ii) have plan  assets of $1 million  or more,  or
 (iii) agree to invest at least $500,000 in the Franklin  Templeton Funds over a
 13 month period may buy shares  without a front-end  sales  charge.  Retirement
 plans that are not Qualified  Retirement Plans,  SIMPLEs or SEPs must also meet
 the  requirements  described  under "Group  Purchases"  above to be able to buy
 shares  without  a  front-end  sales  charge.  We  may  enter  into  a  special
 arrangement  with a Securities  Dealer,  based on criteria  established  by the
 Fund, to add together certain small Qualified  Retirement Plan accounts for the
 purpose of meeting these requirements.

 For  retirement  plan  accounts  opened on or after May 1, 1997,  a  Contingent
 Deferred  Sales Charge may apply if the retirement  plan is transferred  out of
 the Franklin  Templeton  Funds or terminated  within 365 days of the retirement
 plan account's  initial purchase in the Franklin  Templeton  Funds.  Please see
 "How Do I Sell Shares? - Contingent Deferred Sales Charge" for details.

 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. To establish a Trust Company retirement plan, you will need an
 application  other than the one included in this  prospectus.  For a retirement
 plan brochure or application, 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.

 OTHER PAYMENTS TO SECURITIES DEALERS

 The payments described below may be made to Securities Dealers who initiate and
 are responsible for certain purchases made without a sales charge. The payments
 are  subject  to  the  sole  discretion  of  Distributors,   and  are  paid  by
 Distributors or one of its affiliates and not by the Fund or its shareholders.

1.   Purchases of $1 million or more - up to 1% of the amount invested.

2.   Purchases made without a front-end sales charge by certain retirement plans
     described  under "Sales Charge  Reductions and Waivers - Retirement  Plans"
     above up to 1% of the amount invested.

3.   Purchases  by  trust  companies  and  bank  trust   departments,   Eligible
     Governmental Authorities, and broker-dealers or others on behalf of clients
     participating  in  comprehensive  fee  programs - up to 0.25% of the amount
     invested.

4.   Purchases by Chilean retirement plans - up to 1% of the amount invested.

 A Securities  Dealer may receive only one of these payments for each qualifying
 purchase.   Securities   Dealers  who  receive   payments  in  connection  with
 investments  described in  paragraphs 1 or 4 above or a payment of up to 1% for
 investments described in paragraph 2 will be eligible to receive the Rule 12b-1
 fee  associated  with the purchase  starting in the  thirteenth  calendar month
 after the purchase.

 FOR  BREAKPOINTS  THAT MAY APPLY AND  INFORMATION  ON  ADDITIONAL  COMPENSATION
 PAYABLE TO  SECURITIES  DEALERS  IN  CONNECTION  WITH THE SALE OF FUND  SHARES,
 PLEASE  SEE "HOW DO I BUY,  SELL  AND  EXCHANGE  SHARES?  - OTHER  PAYMENTS  TO
 SECURITIES DEALERS" IN THE SAI.

 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.

IV. 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 six 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.

V. 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.

VI. The  following  replaces the second  paragraph  under "How Do I Sell Shares?
Contingent Deferred Sales Charge":

 Certain  retirement  plan  accounts  opened on or after May 1,  1997,  and that
 qualify to buy shares without a front-end sales charge may also be subject to a
 Contingent  Deferred Sales Charge if the retirement  plan is transferred out of
 the Franklin  Templeton  Funds or  terminated  within 365 days of the account's
 initial purchase in the Franklin Templeton Funds.

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 $250,  or less than $50
 for employee  accounts and custodial  accounts for minors. 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 $1,000,  or $100 for employee  accounts and  custodial  accounts for
 minors.  These minimums do not apply to IRAs and other retirement plan accounts
 or to accounts managed by the Franklin Templeton Group.

VIII. The following  definitions  are revised or added,  as  applicable,  to the
"Useful Terms and Definitions" section:

 OFFERING PRICE - The public  offering price is based on the Net Asset Value per
 share and includes the front-end  sales  charge.  The maximum  front-end  sales
 charge is 5.75%.

 SIMPLE  (Savings  Incentive  Match Plan for Employees) - An employer  sponsored
 salary deferral plan established under section 408(p) of the Code

                 Please keep this supplement for future reference.




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