o198 STKPA1
SUPPLEMENT DATED AUGUST 3, 1998
TO THE PROSPECTUS OF
FRANKLIN SMALL CAP GROWTH FUND - ADVISOR CLASS
DATED SEPTEMBER 1, 1997
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: Mr. Jamieson since inception and Mr. McCarthy since 1993.
Edward B. Jamieson
Senior Vice President of Advisers
Mr. Jamieson holds a Masters degree in Accounting and Finance from the
University of Chicago Graduate School of Business and a Bachelor of Arts degree
from Bucknell University. He has been with the Franklin Templeton Group since
1987.
Michael McCarthy
Portfolio Manager of Advisers
Mr. McCarthy holds a Bachelor of Arts degree in History from the University of
California at Los Angeles. He has been with the Franklin Templeton Group since
1992.
II. The section "Opening Your Account," found under "How Do I Buy Shares?", is
replaced in its entirety 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 reserve the right to change the amount of these minimums from time to
time or to waive or lower these minimums for certain purchases. 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:
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.
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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
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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. 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 and $50 minimum subsequent investment requirement
2. 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
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 or Class Z shares of any of
the Franklin Templeton Funds
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.
III. 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.
IV. 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. 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.
These minimums do not apply to IRAs, accounts managed by the Franklin Templeton
Group, the Franklin Templeton Profit Sharing 401(k) Plan, the series of
Franklin Templeton Fund Allocator Series, or certain defined contribution plans
that qualify to buy shares with no minimum initial investment requirement.
Please keep this supplement for future reference.
