FRANKLIN TEMPLETON INTERNATIONAL TRUST
497, 1998-07-31
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                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                     FRANKLIN TEMPLETON INTERNATIONAL TRUST
                               DATED MARCH 1, 1998

The prospectus is amended as follows:

I. The first sentence of the first paragraph on the front cover is replaced with
the following:

 This prospectus  describes Class I and Class II shares of the Templeton Foreign
 Smaller Companies Fund (the "Smaller Companies Fund") and the Templeton Pacific
 Growth Fund (the "Pacific Fund").

II. The section "Expense Summary" is replaced 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 historical  expenses of each class for the fiscal year
 ended October 31, 1997, except that for Smaller Companies Fund - Class II it is
 based on the  historical  expenses of Smaller  Companies Fund - Class I for the
 same period. Pacific Fund - Class II expenses are annualized. The Fund's actual
 expenses may vary.
<TABLE>
<CAPTION>

                                             SMALLER     SMALLER
                                            COMPANIES   COMPANIES   PACIFIC   PACIFIC
                                              FUND        FUND       FUND      FUND
                                             CLASS I    CLASS II    CLASS I   CLASS II
- ----------------------------------------------------------------------------------------

 A. SHAREHOLDER TRANSACTION EXPENSES+
    Maximum Sales Charge
<S>                                          <C>         <C>         <C>        <C>  
    (as a percentage of Offering Price) ..   5.75%       1.99%       5.75%      1.99%
     Paid at time of purchase ............   5.75%++     1.00%+++    5.75%++    1.00%+++
     Paid at redemption++++ ..............   None        0.99%       None       0.99%
    Exchange Fee (per transaction) .......  $5.00*      $5.00*       None       None

 B. ANNUAL FUND OPERATING EXPENSES
   (AS A PERCENTAGE OF AVERAGE NET ASSETS)
    Management Fees ......................   1.00%**     1.00%**     1.00%      1.00%
    Rule 12b-1 Fees*** ...................   0.25%       1.00%       0.17%      1.00%
    Other Expenses .......................   0.33%       0.33%       0.46%      0.48%
                                             -----------------------------------------
    Total Fund Operating Expenses ........   1.58%**     2.33%**     1.63%      2.48%
                                             =========================================
</TABLE>

 C. EXAMPLE

    Assume the annual  return for each class 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
- -------------------------------------------------------------------------------

 SMALLER COMPANIES FUND - CLASS I ........  $73****   $105     $139     $235
 SMALLER COMPANIES FUND - CLASS II .......  $43       $ 82     $133     $274
 PACIFIC FUND - CLASS I ..................  $73****   $106     $141     $240
 PACIFIC FUND - CLASS II .................  $45       $ 86     $141     $289

   For the same Class II  investment,  you would pay  projected  expenses of $33
   (Smaller  Companies  Fund) or $35  (Pacific  Fund)  if you did not sell  your
   shares  at the  end of the  first  year.  Your  projected  expenses  for  the
   remaining periods would be the same.

   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 the Net  Asset  Value or  dividends  of each  class 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 in Class I
shares.
+++Although  Class II has a lower  front-end sales charge than Class I, its Rule
12b-1 fees are  higher.  Over time you may pay more for Class II shares.  Please
see "How Do I Buy Shares? - Choosing a Share Class."
++++A Contingent Deferred Sales Charge may apply to any Class II purchase if you
sell the shares  within 18 months and to Class I 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 Class I
shares  without a front-end  sales charge.  The charge is 1% of the value of the
shares sold or the Net Asset Value at the time of  purchase,  whichever is less.
The number in the table  shows the charge as a  percentage  of  Offering  Price.
While the percentage is different depending on whether the charge is shown based
on the Net Asset Value or the Offering Price, the dollar amount you would pay is
the same.  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  0.90% and total  operating
expenses were 1.48% for Class I and would have been 2.23% for Class II.
***These  fees may not  exceed  0.25% for  Class I and  1.00% for Class II.  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.

III. The section  "Management  Team,"  found under "Who  Manages the Fund?",  is
revised to add Juan J. Benito to the Smaller  Companies  Fund  management  team,
effective July 1997, and to add the following:

 Juan J. Benito
 Portfolio Manager of Investment Counsel

 Mr.  Benito  is  currently  a  portfolio  manager  and  research  analyst  with
 Investment  Counsel.  He holds an MBA from the  Harvard  Business  School and a
 BS/MS in  engineering  from the  Polytechnical  University of Valencia,  Spain.
 Before joining the Templeton  organization in 1996, Mr. Benito was a management
 consultant and case team leader with Monitor Company, a leading global strategy
 consulting  firm  in  Cambridge,   Massachusetts   (1994-1996).   His  previous
 experience  includes  being an  internal  planning  consultant  with Duke Power
 (1993-1994),  a  business  development  consultant  with IBM  Consulting  Group
 (1992), and a regional manager with Iberdrola, a large power utility company in
 Spain (1987-1991).  Mr. Benito's research  responsibilities include coverage of
 European small cap companies.

IV.  The third,  fourth  and fifth  paragraphs  in the  section  "The Rule 12b-1
Plans," found under "Who Manages the Fund?", are replaced with the following:

 Under the Class II plan, the Fund may pay  Distributors up to 0.75% per year of
 Class II's average daily net assets to pay Distributors or others for providing
 distribution  and related  services and bearing certain Class II expenses.  All
 distribution expenses over this amount will be borne by those who have incurred
 them.  During the first year  after a purchase  of Class II shares,  Securities
 Dealers  may not be  eligible  to receive  this  portion of the Rule 12b-1 fees
 associated with the purchase.

 The Fund may also pay a  servicing  fee of up to 0.25%  per year of Class  II's
 average  daily net assets under the Class II plan.  This fee may be used to pay
 Securities Dealers or others for, among other things,  helping to establish and
 maintain customer  accounts and records,  helping with requests to buy and sell
 shares,  receiving and answering  correspondence,  monitoring dividend payments
 from the Fund on  behalf  of  customers,  and  similar  servicing  and  account
 maintenance activities.

 The  Rule  12b-1  fees  charged  to each  class  are  based  only  on the  fees
 attributable to that particular  class. For more  information,  please see "The
 Fund's Underwriter" in the SAI.

V. The first paragraph under "How Is the Trust  Organized?" is replaced with the
following paragraph:

 Each  Fund  is a  diversified  series  of the  Trust,  an  open-end  management
 investment  company,  commonly  called a mutual  fund.  It was  organized  as a
 Delaware  business trust on March 22, 1991, and is registered  with the SEC. As
 of January 2, 1997,  each Fund began offering new classes of shares  designated
 Templeton  Foreign Smaller  Companies Fund - Advisor Class,  Templeton  Pacific
 Growth Fund - Class II and Templeton Pacific Growth Fund - Advisor Class. As of
 July 1, 1998,  the Smaller  Companies Fund began offering a new class of shares
 designated  Templeton  Foreign  Smaller  Companies  Fund - Class II. All shares
 outstanding  before the offering of Class II and Advisor Class shares have been
 designated  Class I shares.  Additional  series  and  classes  of shares may be
 offered in the future.

VI. The last paragraph under "How Is the Trust  Organized?" is replaced with the
following paragraph:

 As of June 2, 1998, Trust Company, as trustee for ValuSelect - Resources Profit
 Sharing Plan, owned of record and beneficially more than 25% of the outstanding
 shares of Pacific Fund's Advisor Class.

VII. The second step in the section "How Do I Buy  Shares? -  Opening Your 
Account" is replaced with the following:

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.

 For purchases by 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.  The  minimum  initial  investment  is $100 for  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.

 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.

VIII.  The  following  new  categories 7 and 8 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":

 7.  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.

 8. 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.

IX. 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

X. 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.

XI. 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.

XII. 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.

XIII.  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.

XIV. The last paragraph in the section  "TeleFACTS(R)," found under "Services to
Help You Manage Your Account," is replaced with the following:

 You will need the code  number  for each  class to use  TeleFACTS(R).  The code
 number for the Smaller  Companies Fund is 191 for Class I and 291 for Class II.
 The code number for the Pacific Fund is 190 for Class I and 290 for Class II.

XV. The following terms and definitions are revised in the section "Useful Terms
and Definitions":

 CLASS I, CLASS II AND ADVISOR  CLASS - The Fund offers three classes of shares,
 designated  "Class I," "Class II," and "Advisor  Class." The three classes have
 proportionate  interests  in  the  Fund's  portfolio.   They  differ,  however,
 primarily in their sales charge and expense structures.

 CONTINGENCY  PERIOD - For Class I shares,  the 12 month  period  during which a
 Contingent   Deferred  Sales  Charge  may  apply.  For  Class  II  shares,  the
 contingency  period is 18 months.  The holding period for Class I begins on the
 first day of the month in which you buy shares.  Regardless  of when during the
 month you buy  Class I shares,  they will age one month on the last day of that
 month and each following  month.  The holding period for Class II begins on the
 day you buy your shares. For example, if you buy Class II shares on the 18th of
 the  month,  they will age one month on the 18th day of the next month and each
 following month.

                 Please keep this supplement for future reference.



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