FRANKLIN MUNICIPAL SECURITIES TRUST
497, 2000-05-25
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MUN P-5

                        SUPPLEMENT DATED JUNE 1, 2000
                              TO THE PROSPECTUS OF

                     FRANKLIN MUNICIPAL SECURITIES TRUST
                              DATED OCTOBER 1, 1999


The prospectus is amended as follows:

I. As of February 1, 2000, the Franklin California High Yield Municipal Fund
offers three classes of shares: Class A, Class B and Class C.

II. The section "Performance" for the California High Yield Fund, found on page
8, is replaced with the following:

[Insert graphic of bull and bear] PERFORMANCE
- ------------------------------------------------------------------------------

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 6 calendar years. The table
shows how the fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.

CLASS A ANNUAL TOTAL RETURNS 1

 Best
 Quarter:
 Q1 '95
 8.28%

 Worst
 Quarter:
 Q1 '94
 -4.86%

 [Insert bar graph]

  94      95    96      97     98     99
- -6.07%  18.96% 6.17%  11.71% 7.35%  -6.68%

AVERAGE ANNUAL TOTAL RETURNS

For the periods ended December 31, 1999
<TABLE>
<CAPTION>

                                                                               SINCE
                                                                             INCEPTION
                                                            1 YEAR   5 YEARS  (5/3/93)
<S>                                                          <C>       <C>      <C>
Franklin California High Yield Municipal Fund - Class A2    -10.65%    6.23%    4.70%
Lehman Brothers Municipal Bond Index 3                      -2.06%     6.91%    5.40%

</TABLE>

                                                                           SINCE
                                                                       INCEPTION
                                                            1 YEAR  (5/1/96)
Franklin California High Yield Municipal Fund - Class C2     -8.91%   4.39%
Lehman Brothers Municipal Bond Index3                        -2.06%   5.27%

1. Figures do not reflect sales charges. If they did, returns would be lower.
2. Figures reflect sales charges. All fund performance assumes reinvestment of
dividends and capital gains.
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers
Municipal Bond Index includes investment grade bonds issued within the last five
years as part of a deal of over $50 million and with a maturity of at least two
years. It includes reinvested interest. One cannot invest directly in an index,
nor is an index representative of the fund's portfolio.

IV. The section "Fees and Expenses" for the California High Yield Fund, found on
page 9, is replaced with the following:

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

 SHAREHOLDER FEES (fees paid directly from your investment)

                                         CLASS A  CLASS B 1 CLASS C
- ------------------------------------------------------------------------------
 Maximum sales charge (load) as a
percentage of offering price              4.25%     4.00%    1.99%
  Load imposed on purchases               4.25%     None     1.00%
  Maximum deferred sales charge (load)    None 2    4.00% 3  0.99% 4
 Exchange fee                             None      None     None

 Please see "Choosing a Share Class" on page 25 for an explanation of how and
 when these sales charges apply.

 ANNUAL FUND OPERATING EXPENSES (expenses deducted from fund assets)

                                         CLASS A CLASS B 1 CLASS C
- ------------------------------------------------------------------------------
 Management fees 5                          0.53%   0.53%   0.53%
 Distribution and service (12b-1) fees      0.10%   0.65%   0.65%
 Other expenses                             0.08%   0.08%   0.08%
                                            ---------------------
 Total annual fund operating expenses 5     0.71%   1.26%   1.26%
                                            =====================

 1. The fund began offering Class B shares on February 1, 2000. Annual fund
 operating expenses are based on the expenses for Class A and C for the fiscal
 year ended May 31, 1999. The distribution and service (12b-1) fees are based on
 the maximum fees allowed under Class B's Rule 12b-1 plan.
 2. Except for investments of $1 million or more (see page 25).
 3. Declines to zero after six years.
 4. This is equivalent to a charge of 1% based on net asset value.
 5. For the fiscal year ended May 31, 1999, the manager had agreed in advance
 to limit its management fees. With this reduction, management fees were 0.26%
 and total annual fund operating expenses were 0.44% for Class A and 0.99% for
 Class C, and would have been 0.99% for Class B. The manager may end this
 arrangement at any time upon notice to the fund's Board of Trustees.

 EXAMPLE

 This example can help you compare the cost of investing in the fund with the
 cost of investing in other mutual funds. It assumes:

 o You invest $10,000 for the periods shown;
 o Your investment has a 5% return each year; and
 o The fund's operating expenses remain the same.

 Although your actual costs may be higher or lower, based on these assumptions
 your costs would be:

                                  1 YEAR  3 YEARS  5 YEARS  10 YEARS
- ------------------------------------------------------------------------------
 If you sell your shares at the end of the period:

 CLASS A                            $494 1  $642     $803   $1,270
 CLASS B                            $528    $700     $892   $1,371 2
 CLASS C                            $325    $496     $785   $1,607
 If you do not sell your shares:
 CLASS B                            $128    $400     $692   $1,371 2
 CLASS C                            $227    $496     $785   $1,607

 1. Assumes a contingent deferred sales charge (CDSC) will not apply.
 2. Assumes conversion of Class B shares to Class A shares after eight years,
 lowering your annual expenses from that time on.

V. The management team for the California High Yield Fund on page 11 is replaced
with the following:

 The team responsible for the fund's management is:

 SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS

 Ms. Amoroso has been an analyst or portfolio manager of the fund since its
 inception. She is the co-Director of Franklin's Municipal Bond Department. She
 joined the Franklin Templeton Group in 1986.

 BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS

 Mr.  Schroer has been an analyst or  portfolio  manager of the fund since its
 inception. He joined the Franklin Templeton Group in 1987.

 JOHN WILEY, VICE PRESIDENT OF ADVISERS

 Mr.  Wiley has been an  analyst  or  portfolio  manager of the fund since its
 inception. He joined the Franklin Templeton Group in 1989.

VI. The section "Performance" for the Tennessee Fund, found on page 19, is
replaced with the following:

[Insert graphic of bull and bear] PERFORMANCE
- ------------------------------------------------------------------------------

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 5 calendar years. The table
shows how the fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.

ANNUAL TOTAL RETURNS 1

- -------------------------------------------------------------------------------
 Best
 Quarter:
 Q1 '95
 7.98%

 Worst
 Quarter:
 Q1 '97
 -4.48%

 [Insert bar graph]

  95     96     97     98      99
18.38%  9.57%  5.88%  6.62%  -6.40%


AVERAGE ANNUAL TOTAL RETURNS

For the periods ended December 31, 1999

                                                                SINCE
                                                               INCEPTION
                                            1 YEAR    5 YEARS  (5/10/94)
- --------------------------------------------------------------------------
Franklin Tennessee Municipal Bond Fund 2   -10.41%     5.59%     4.72%
Lehman Brothers Municipal Bond Index 3      -2.06%     6.91%     5.96%

1. Figures do not reflect sales charges. If they did, returns would be lower.
2. Figures reflect sales charges. All fund performance assumes reinvestment of
dividends and capital gains.
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers
Municipal Bond Index includes investment grade bonds issued within the last
five years as part of a deal of over $50 million and with a maturity of at
least two years. It includes reinvested interest. One cannot invest directly
in an index, nor is an index representative of the fund's portfolio.

VII. The management team for the Tennessee Fund on page 21 is replaced with the
following:

 The team responsible for the fund's management is:

 SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS

 Ms. Amoroso has been an analyst or portfolio manager of the fund since its
 inception. She is the co-Director of Franklin's Municipal Bond Department. She
 joined the Franklin Templeton Group in 1986.

 JOHN POMEROY, VICE PRESIDENT OF ADVISERS

 Mr.  Pomeroy has been an analyst or  portfolio  manager of the fund since its
 inception. He joined the Franklin Templeton Group in 1986.

 FRANCISCO RIVERA, PORTFOLIO MANAGER OF ADVISERS

 Mr.  Rivera has been an analyst or portfolio  manager of the fund since 1996.
 He joined the Franklin Templeton Group in 1994.

 JOHN WILEY, VICE PRESIDENT OF ADVISERS

 Mr.  Wiley has been an  analyst  or  portfolio  manager of the fund since its
 inception. He joined the Franklin Templeton Group in 1989.

VIII. In the section "Choosing A Share Class", which begins on page 25, the
following changes are made:

 (a) The first chart on page 25 is replaced with the following:

                             CLASS B (CALIFORNIA        CLASS C (CALIFORNIA
CLASS A                      HIGH YIELD FUND ONLY)      HIGH YIELD FUND ONLY)
- -------------------------------------------------------------------------------
o Initial sales              o No initial               o Initial sales
  charge of 4.25% or           sales charge               charge of 1%
  less

o Deferred sales             o Deferred sales           o Deferred sales
  charge of 1% on              charge of 4% on            charge of 1% on
  purchases of $1              shares you sell            shares you sell
  million or more sold         within the first           within 18 months
  within 12 months             year, declining
                               to 1% within six
                               years and
                               eliminated after
                               that

o Lower annual expenses      o Higher annual            o Higher annual
  than Class B or C due        expenses than              expenses than Class A
  to lower distribution        Class A (same as           (same as Class B) due
  fees                         Class C) due to            to higher distribution
                               higher                     fees. No conversion to
                               distribution               Class A shares, so
                               fees. Automatic            annual expenses do not
                               conversion to              decrease.
                               Class A shares
                               after eight
                               years, reducing
                               future annual
                               expenses.

                  THE CALIFORNIA HIGH YIELD FUND BEGAN OFFERING
                       CLASS B SHARES ON FEBRUARY 1, 2000.

 (b) The following is added before the discussion of Class C sales charges on
 page 26:

  SALES CHARGES - CLASS B

  IF YOU SELL YOUR SHARES                       THIS % IS DEDUCTED FROM
  WITHIN THIS MANY YEARS AFTER BUYING THEM      YOUR PROCEEDS AS A CDSC
- ---------------------------------------------------------------------------
  1 Year                                        4
  2 Years                                       4
  3 Years                                       3
  4 Years                                       3
  5 Years                                       2
  6 Years                                       1
  7 Years                                       0

  With Class B shares, there is no initial sales charge. However, there is a
  CDSC if you sell your shares within six years, as described in the table
  above. The way we calculate the CDSC is the same for each class (please see
  below). After 8 years, your Class B shares automatically convert to Class A
  shares, lowering your annual expenses from that time on.

  MAXIMUM PURCHASE AMOUNT The maximum amount you may invest in Class B shares at
  one time is $249,999. We invest any investment of $250,000 or more in Class A
  shares, since a reduced initial sales charge is available and Class A's annual
  expenses are lower.

  DISTRIBUTION AND SERVICE (12B-1) FEES CLASS B has a distribution plan,
  sometimes known as a Rule 12b-1 plan, that allows the fund to pay distribution
  and other fees of up to 0.65% per year for the sale of Class B shares and for
  services provided to shareholders. Because these fees are paid out of Class
  B's assets on an on-going basis, over time these fees will increase the cost
  of your investment and may cost you more than paying other types of sales
  charges.

 (c) The section "Contingent Deferred Sales Charge (CDSC) - Class A & C" on page
 26 is renamed "Contingent Deferred Sales Charge (CDSC) - Class A, B & C."

IX. The section "Sales charge waivers" on page 28 is replaced with the
following:

SALES CHARGE WAIVERS Class A shares may be purchased without an initial sales
charge or CDSC by various individuals, institutions and retirement plans or by
investors who reinvest certain distributions and proceeds within 365 days.
Certain investors also may buy Class C shares without an initial sales charge.
The CDSC for each class may be waived for certain redemptions and distributions.
If you would like information about available sales charge waivers, call your
investment representative or call Shareholder Services at 1-800/632-2301. A list
of available sales charge waivers also may be found in the Statement of
Additional Information (SAI).

X. The section "Minimum investments" on page 29 is replaced with the following:

MINIMUM INVESTMENTS
- ------------------------------------------------------------------------------
                                                 INITIAL       ADDITIONAL
- ------------------------------------------------------------------------------
Regular accounts                                 $1,000        $50
- ------------------------------------------------------------------------------
Automatic investment plans                       $50           $50
- ------------------------------------------------------------------------------
UGMA/UTMA accounts                               $100          $50
- ------------------------------------------------------------------------------
Broker-dealer sponsored wrap account programs    $250          $50
- ------------------------------------------------------------------------------
Full-time employees, officers, trustees and
directors of
Franklin Templeton entities, and their
immediate family members                         $100          $50
- ------------------------------------------------------------------------------
           PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND ELIGIBLE
                     FOR SALE IN YOUR STATE OR JURISDICTION.

XI. The section "Account Application" on page 30 is replaced with the following:

ACCOUNT APPLICATION If you are opening a new account, please complete and sign
the enclosed account application. Make sure you indicate the share class you
have chosen. If you do not indicate a class, we will place your purchase in
Class A shares. To save time, you can sign up now for services you may want on
your account by completing the appropriate sections of the application (see
"Investor Services" on page 31). For example, if you would like to link one of
your bank accounts to your Fund account so that you may use electronic fund
transfers to and from your bank account to buy and sell shares, please complete
the bank information section of the application. We will keep your bank
information on file for future purchases and redemptions.

XII. Effective July 3, 2000, the following is added to the section "Buying
shares" on page 30:

- --------------------------------------------------------------------------------
[Insert graphic of phone]  If you have another         Before requesting a
BY PHONE                   Franklin Templeton          telephone purchase,
                           account with your bank      please make sure we
(Up to $100,000 per day)   account information on      have your bank account
1-800/632-2301             file, you may open a new    information on file. If
                           account by phone. The       we do not have this
                           accounts must be            information, you will
                           identically registered.     need to send written
                                                       instructions with your
                           To make a same day          bank's name and
                           investment, please call us  address, a voided check
                           by 1:00 p.m. Pacific time   or savings account
                           or the close of the New     deposit slip, and a
                           York Stock Exchange,        signature guarantee if
                           whichever is earlier.       the ownership of the
                                                       bank and Fund accounts
                                                       is different.

                                                       To make a same day
                                                       investment, please call
                                                       us by 1:00 p.m. Pacific
                                                       time or the close of the
                                                       New York Stock Exchange,
                                                       whichever is earlier.
- --------------------------------------------------------------------------------

XIII. The section "Automatic Investment Plan" on page 31 is replaced with the
following:

AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
the Fund by automatically transferring money from your checking or savings
account each month to buy shares. To sign up, complete the appropriate section
of your account application and mail it to Investor Services. If you are opening
a new account, please include the minimum initial investment of $50 with your
application.

XIV. The footnote in the section "Distribution Options" on page 31 is replaced
with the following:

*Class B and C shareholders may reinvest their distributions in Class A shares
of any Franklin Templeton money fund.

XV. The section "Telephone Privileges" on page 31 is replaced with the
following:

TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to buy,
sell or exchange your shares and make certain other changes to your account by
phone.

For accounts with more than one registered owner, telephone privileges also
allow the Fund to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For all
other transactions and changes, all registered owners must sign the
instructions. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more signatures
into an identically registered money fund account requiring only one signature
for all transactions. This type of telephone exchange is available as long as
you have telephone exchange privileges on your account.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone purchase, exchange or redemption privileges on your
account application.

XVI. The following is added after the second paragraph in the section "Exchange
Privilege" on page 32:

If you exchange your Class B shares for the same class of shares of another
Franklin Templeton Fund, the time your shares are held in that fund will count
towards the eight year period for automatic conversion to Class A shares.

XVII. The second paragraph of the "By Mail" section in the Selling Shares chart
on page 34 is replaced with the following:

Specify the fund, the account number and the dollar value or number of shares
you wish to sell. If you own both Class A and B shares, also specify the class
of shares, otherwise we will sell your Class A shares first. Be sure to include
all necessary signatures and any additional documents, as well as signature
guarantees if required.

XVIII. The section "Statements and reports" on page 35 is replaced with the
following:

STATEMENTS AND REPORTS You will receive quarterly account statements that show
all your account transactions during the quarter. You also will receive written
notification after each transaction affecting your account (except for
distributions and transactions made through automatic investment or withdrawal
programs, which will be reported on your quarterly statement). You also will
receive the Fund's financial reports every six months. To reduce Fund expenses,
we try to identify related shareholders in a household and send only one copy of
the financial reports. If you need additional copies, please call 1-800/DIAL
BEN.

If there is a dealer or other investment representative of record on your
account, he or she also will receive copies of all notifications and statements
and other information about your account directly from the Fund.

XIX. The section "Dealer compensation" on page 37 is replaced with the
following:

DEALER COMPENSATION Qualifying dealers who sell Fund shares may receive sales
commissions and other payments. These are paid by Franklin Templeton
Distributors, Inc. (Distributors) from sales charges, distribution and service
(12b-1) fees and its other resources.

                                        CLASS A      CLASS B      CLASS C
- ------------------------------------------------------------------------------
COMMISSION (%)                            --            3.00        2.00
Investment under $100,000                  4.00        --          --
$100,000 but under $250,000                3.25        --          --
$250,000 but under $500,000                2.25        --          --
$500,000 but under $1 million              1.85        --          --
$1 million or more                   up to 0.75 1      --          --
12B-1 FEE TO DEALER                        0.15         0.15 2      0.65 3

A dealer commission of up to 1% may be paid on Class A NAV purchases by certain
retirement plans/1 and on Class C NAV purchases. A dealer commission of up to
0.25% may be paid on Class A NAV purchases by certain trust companies and bank
trust departments, eligible governmental authorities, and broker-dealers or
others on behalf of clients participating in comprehensive fee programs.

MARKET TIMERS. Please note that for Class A NAV purchases by market timers,
including purchases of $1 million or more, dealers are not eligible to receive
the dealer commission. Dealers, however, may be eligible to receive the 12b-1
fee from the date of purchase. If a dealer commission is paid on a Class A NAV
purchase that we later determine was made by a market timer, all commissions
paid in connection with that purchase during the last twelve months must be
returned.

1. During the first year after purchase, dealers may not be eligible to receive
the 12b-1 fee.

2. Dealers may be eligible to receive up to 0.15% from the date of purchase.
After 8 years, Class B shares convert to Class A shares and dealers may then
receive the 12b-1 fee applicable to Class A.

3. Dealers may be eligible to receive up to 0.15% during the first year after
purchase and may be eligible to receive the full 12b-1 fee starting in the 13th
month.



              Please keep this supplement for future reference.


o MUN SA-2

                          SUPPLEMENT DATED JUNE 1, 2000
                TO THE STATEMENT OF ADDITIONAL INFORMATION OF

                       FRANKLIN MUNICIPAL SECURITIES TRUST
              DATED OCTOBER 1, 1999, AS AMENDED JANUARY 1, 2000

The Statement of Additional Information (SAI) is amended as follows:

I. As of February 1, 2000, the Franklin California High Yield Municipal fund
offers three classes of shares: Class A, Class B and Class C.

II. The second paragraph in the section "Organization, Voting Rights and
Principal Holders" is replaced with the following:

 The California High Yield fund currently offers three classes of shares, Class
 A, Class B and Class C. The fund began offering Class B shares on February 1,
 2000. The full title of each class is:

 o Franklin California High Yield Municipal fund - Class A
 o Franklin California High Yield Municipal fund - Class B
 o Franklin California High Yield Municipal fund - Class C

III. The following is added to the section "Organization, Voting Rights and
Principal Holders":

 As of January 3, 2000, the officers and board members, as a group, owned of
 record and beneficially less than 1% of the outstanding shares of each fund and
 class.

IV. The first sentence of the section "Initial sales charges" on page 15 is
revised to read:

 The maximum initial sales charge is 4.25% for Class A and 1% for Class C. There
 is no initial sales charge for Class B.

V. The last sentence of the first waiver category in the section "Waivers for
investments from certain payments" on page 16 is revised to read:

 This waiver category also applies to Class B and C shares.

VI. The first waiver category in the section "Waivers for certain investors" on
page 17 is revised to read:

 o Trust companies and bank trust departments investing 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 may accept orders for these accounts 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.

VII. The following is added after the first paragraph in the section "Contingent
deferred sales charge (CDSC)" on page 18:

 For Class B shares, there is a CDSC if you sell your shares within six years,
 as described in the table below. The charge is based on the value of the shares
 sold or the net asset value at the time of purchase, whichever is less.

 IF YOU SELL YOUR CLASS B SHARES                  THIS % IS DEDUCTED FROM
 WITHIN THIS MANY YEARS AFTER BUYING THEM         YOUR PROCEEDS AS A CDSC
- -----------------------------------------------------------------------------
 1 Year                                                     4
 2 Years                                                    4
 3 Years                                                    3
 4 Years                                                    3
 5 Years                                                    2
 6 Years                                                    1
 7 Years                                                    0

VIII. The section "Systematic withdrawal plan" on page 19 is replaced with the
following:

 SYSTEMATIC WITHDRAWAL PLAN Our systematic withdrawal plan allows you to sell
 your shares and receive regular payments from your account on a monthly,
 quarterly, semiannual or annual basis. The value of your account must be at
 least $5,000 and the minimum payment amount for each withdrawal must be at
 least $50. There are no service charges for establishing or maintaining a
 systematic withdrawal plan.

 Each month in which a payment is scheduled, we will redeem an equivalent amount
 of shares in your account on the day of the month you have indicated on your
 account application or, if no day is indicated, on the 20th day of the month.
 If that day falls on a weekend or holiday, we will process the redemption on
 the next business day. For plans set up before June 1, 2000, we will continue
 to process redemptions on the 25th day of the month (or the next business day)
 unless you instruct us to change the processing date. Available processing
 dates currently are the 1st, 5th, 10th, 15th, 20th and 25th days of the month.
 When you sell your shares under a systematic withdrawal plan, it is a taxable
 transaction.

 To avoid paying sales charges on money you plan to withdraw within a short
 period of time, you may not want to set up a systematic withdrawal plan if you
 plan to buy shares on a regular basis. Shares sold under the plan also may be
 subject to a CDSC.

 Redeeming shares through a systematic withdrawal plan may reduce or exhaust the
 shares in your account if payments exceed distributions received from the fund.
 This is especially likely to occur if there is a market decline. If a
 withdrawal amount exceeds the value of your account, your account will be
 closed and the remaining balance in your account will be sent to you. Because
 the amount withdrawn under the plan may be more than your actual yield or
 income, part of the payment may be a return of your investment.

 To discontinue a systematic withdrawal plan, change the amount and schedule of
 withdrawal payments, or suspend one payment, we must receive instructions from
 you at least three business days before a scheduled payment. The fund may
 discontinue a systematic withdrawal plan by notifying you in writing and will
 discontinue a systematic withdrawal plan automatically if all shares in your
 account are withdrawn or if the fund receives notification of the shareholder's
 death or incapacity.

IX. The following paragraph is added to the section "General information" on
page 19:

 There are special procedures for banks and other institutions that wish to open
 multiple accounts. An institution may open a single master account by filing
 one application form with the fund, signed by personnel authorized to act for
 the institution. Individual sub-accounts may be opened when the master account
 is opened by listing them on the application, or by providing instructions to
 the fund at a later date. These sub-accounts may be registered either by name
 or number. The fund's investment minimums apply to each sub-account. The fund
 will send confirmation and account statements for the sub-accounts to the
 institution.

X. The section "The Class C plan," found under "Distribution and service (12b-1)
   fees" on page 21, is replaced with the following:

 THE CLASS B AND C PLANS. Under the Class B and C plans of the California High
 Yield fund, the fund pays Distributors up to 0.50% per year of the class's
 average daily net assets, payable monthly, to pay Distributors or others for
 providing distribution and related services and bearing certain expenses. All
 distribution expenses over this amount will be borne by those who have incurred
 them. The fund also may pay a servicing fee of up to 0.15% per year of the
 class's average daily net assets, payable monthly. 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 expenses relating to each of the Class B and C plans also are used to pay
 Distributors for advancing the commission costs to securities dealers with
 respect to the initial sale of Class B and C shares. Further, the expenses
 relating to the Class B plan may be used by Distributors to pay third party
 financing entities that have provided financing to Distributors in connection
 with advancing commission costs to securities dealers.

XI. The section "The Class A and C plans," found under "Distribution and service
(12b-1) fees" on page 21, is renamed "The Class A, B and C plans."



              Please keep this supplement for future reference.




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