FRANKLIN TEMPLETON INTERNATIONAL TRUST
497, 1998-10-01
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oFTIT *P3

                       SUPPLEMENT DATED OCTOBER 1, 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.

                                            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
    (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) ....     None*     None*     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%
                                       ======================================

 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.
 *There is a $5.00 fee for exchanges by Market Timers.
 **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.  Distribution  option  3 in the  section  "What  Distributions  Might  I
Receive From the Fund? - Distribution Options" is replaced with the following:

 3.  RECEIVE  DISTRIBUTIONS  IN CASH - You  may  receive  dividends,  or both
     dividend and capital gain  distributions  in cash. If you have the money
     sent to another  person or to a checking  or  savings  account,  you may
     need a  signature  guarantee.  If you send the  money to a  checking  or
     savings account,  please see "Electronic Fund Transfers" under "Services
     to Help You Manage Your Account."

XIV.  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.

XV. The second  sentence  in the  section  "Services  to Help You Manage  Your
Account - Automatic Investment Plan" is replaced with the following:

 Under the  plan,  you can have  money  transferred  automatically  from your
 checking or savings account to the Fund each month to buy additional shares.

XVI. The second  paragraph  under  "Services to Help You Manage Your Account -
Systematic Withdrawal Plan" is replaced with the following:

 If you  would  like  to  establish  a  systematic  withdrawal  plan,  please
 complete  the  systematic   withdrawal   plan  section  of  the  shareholder
 application  included with this  prospectus  and indicate how you would like
 to receive your payments.  You may choose to direct your payments to buy the
 same class of shares of another  Franklin  Templeton  Fund or have the money
 sent  directly  to you,  to  another  person,  or to a  checking  or savings
 account.  If you  choose to have the money  sent to a  checking  or  savings
 account,  please see "Electronic  Fund Transfers"  below.  Once your plan is
 established,  any  distributions  paid by the  Fund  will  be  automatically
 reinvested in your account.

XVII. The section  "Services to Help You Manage Your Account - Electronic Fund
Transfers - Class I Only" is replaced with the following:

 ELECTRONIC FUND TRANSFERS

 You may choose to have dividend and capital gain  distributions  or payments
 under a systematic  withdrawal  plan sent  directly to a checking or savings
 account.  If the  account  is with a bank that is a member of the  Automated
 Clearing House,  the payments may be made  automatically by electronic funds
 transfer.  If you choose this option, please allow at least fifteen days for
 initial  processing.  We will send any payments made during that time to the
 address of record on your account.

XVIII. 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.

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

 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 begins on the day you
 buy your shares.  For  example,  if you buy shares on the 18th of the month,
 they  will  age one  month  on the  18th  day of the  next  month  and  each
 following month.

XX. The  following  paragraphs  are added to the end of the section  "What Are
the Risks of Investing in
the Fund?":

 EURO.  On  January 1, 1999,  the  European  Monetary  Union  (EMU)  plans to
 introduce a new single  currency,  the Euro, which will replace the national
 currency for participating  member countries.  If the Fund holds investments
 in countries with currencies  replaced by the Euro, the investment  process,
 including trading, foreign exchange, payments,  settlements,  cash accounts,
 custody and accounting will be impacted.

 The process to  establish  the Euro may result in market  volatility.  It is
 not  possible to predict the impact of the Euro on the business or financial
 condition  of  European  issuers  or on the  Fund.  The  transition  and the
 elimination  of currency  risk among EMU  countries  may change the economic
 environment and behavior of investors,  particularly in European markets. To
 the  extent  the Fund  holds  non-U.S.  dollar  (Euro or other)  denominated
 securities,  it will still be exposed to currency  risk due to  fluctuations
 in those currencies versus the U.S. dollar.

 Resources has created an interdepartmental team to handle all Euro-related
 changes to enable the Franklin Templeton Funds to process transactions
 accurately and completely with minimal disruption to business activities. While
 there can be no assurance that the Fund will not be adversely affected, the
 Managers and their affiliated service providers are taking steps that they
 believe are reasonably designed to address the Euro issue.

              Please keep this supplement for future reference.


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