FRANKLIN STRATEGIC SERIES
497, 2000-10-31
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o FSS1 P-6

                       SUPPLEMENT DATED OCTOBER 31, 2000
                             TO THE PROSPECTUS OF

                           FRANKLIN STRATEGIC SERIES
      (Franklin Aggressive Growth Fund, Franklin California Growth Fund,
     Franklin Large Cap Growth Fund, Franklin Small Cap Growth Fund I and
                      Franklin Small Cap Growth Fund II)
                            dated September 1, 2000

The prospectus is amended as follows:

I.  For the  Small  Cap  Growth  Fund  I,  the  first  paragraph  of the  "Main
Investment   Strategies"  section  on  page  36  has  been  replaced  with  the
following:

 MAIN INVESTMENT  STRATEGIES Under normal market conditions,  the Fund invests
 at least  65% of its total  assets in the  equity  securities  of U.S.  small
 capitalization (small cap) companies.  For this Fund, small cap companies are
 those  companies with market cap values not exceeding:  (i) $1.5 billion;  or
 (ii) the highest  market cap value in the Russell  2000 Index;  whichever  is
 greater,  at the  time of  purchase.  That  index  consists  of  2,000  small
 companies that have publicly  traded  securities.  Market  capitalization  is
 defined  as share  price  multiplied  by the  number of common  stock  shares
 outstanding.  In making investments,  the Fund currently emphasizes companies
 whose market cap value is reflective of the highest  market cap values in the
 Russell  2000  Index.  In most  instances,  the  manager  intends  to hold an
 investment for further capital growth  opportunities  even if, through market
 appreciation,  the company's  market cap value exceeds the small cap measures
 described  above.  As a result,  the Fund  generally  expects that the median
 market cap of its  portfolio  will expects that the median  market cap of its
 portfolio will significantly exceed such Index's median market cap.

II.  For the  Small  Cap  Growth  Fund II,  the  first  paragraph  of the "Main
Investment   Strategies"  section  on  page  46  has  been  replaced  with  the
following:

 MAIN INVESTMENT  STRATEGIES Under normal market conditions,  the Fund invests
 at least  65% of its total  assets in the  equity  securities  of U.S.  small
 capitalization (small cap) companies.  For this Fund, small cap companies are
 those  companies with market cap values not exceeding:  (i) $1.5 billion;  or
 (ii) the highest  market cap value in the Russell  2000 Index;  whichever  is
 greater,  at the  time of  purchase.  That  index  consists  of  2,000  small
 companies that have publicly  traded  securities.  Market  capitalization  is
 defined  as share  price  multiplied  by the  number of common  stock  shares
 outstanding.  The Fund  generally  emphasizes  investments  in companies with
 market cap values not  exceeding  $1.5  billion.  The manager may continue to
 hold an investment for further capital growth  opportunities even if, through
 market  appreciation,  the company's market cap value exceeds these small cap
 measures.  The Fund  follows a practice  of  selectively  selling  investment
 positions  so as to maintain a median  market cap value for its  portfolio of
 approximately $1.5 billion or lower.


oFSS1 PA-6

                       SUPPLEMENT DATED OCTOBER 31, 2000
                             TO THE PROSPECTUS OF

                           FRANKLIN STRATEGIC SERIES
      (Franklin Aggressive Growth Fund, Franklin California Growth Fund,
     Franklin Large Cap Growth Fund, Franklin Small Cap Growth Fund I and
              Franklin Small Cap Growth Fund II - Advisor Class)
                            dated September 1, 2000

The prospectus is amended as follows:

I.  For the  Small  Cap  Growth  Fund  I,  the  first  paragraph  of the  "Main
Investment   Strategies"  section  on  page  20  has  been  replaced  with  the
following:

 MAIN INVESTMENT  STRATEGIES Under normal market conditions,  the Fund invests
 at least  65% of its total  assets in the  equity  securities  of U.S.  small
 capitalization (small cap) companies.  For this Fund, small cap companies are
 those  companies with market cap values not exceeding:  (i) $1.5 billion;  or
 (ii) the highest  market cap value in the Russell  2000 Index;  whichever  is
 greater,  at the  time of  purchase.  That  index  consists  of  2,000  small
 companies that have publicly  traded  securities.  Market  capitalization  is
 defined  as share  price  multiplied  by the  number of common  stock  shares
 outstanding.  In making investments,  the Fund currently emphasizes companies
 whose market cap value is reflective of the highest  market cap values in the
 Russell  2000  Index.  In most  instances,  the  manager  intends  to hold an
 investment for further capital growth  opportunities  even if, through market
 appreciation,  the company's  market cap value exceeds the small cap measures
 described  above.  As a result,  the Fund  generally  expects that the median
 market cap of its  portfolio  will expects that the median  market cap of its
 portfolio will significantly exceed such Index's median market cap.

II.  For the  Small  Cap  Growth  Fund II,  the  first  paragraph  of the "Main
Investment   Strategies"  section  on  page  30  has  been  replaced  with  the
following:

 MAIN INVESTMENT  STRATEGIES Under normal market conditions,  the Fund invests
 at least  65% of its total  assets in the  equity  securities  of U.S.  small
 capitalization (small cap) companies.  For this Fund, small cap companies are
 those  companies with market cap values not exceeding:  (i) $1.5 billion;  or
 (ii) the highest  market cap value in the Russell  2000 Index;  whichever  is
 greater,  at the  time of  purchase.  That  index  consists  of  2,000  small
 companies that have publicly  traded  securities.  Market  capitalization  is
 defined  as share  price  multiplied  by the  number of common  stock  shares
 outstanding.  The Fund  generally  emphasizes  investments  in companies with
 market cap values not  exceeding  $1.5  billion.  The manager may continue to
 hold an investment for further capital growth  opportunities even if, through
 market  appreciation,  the company's market cap value exceeds these small cap
 measures.  The Fund  follows a practice  of  selectively  selling  investment
 positions  so as to maintain a median  market cap value for its  portfolio of
 approximately $1.5 billion or lower.


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