FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
497, 1999-12-17
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MUL P-3

                        SUPPLEMENT DATED DECEMBER 1, 1999
                             TO THE PROSPECTUSES OF
          FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (VIP) -
                    TEMPLETON DEVELOPING MARKETS EQUITY FUND
                     TEMPLETON GLOBAL ASSET ALLOCATION FUND
                       TEMPLETON INTERNATIONAL EQUITY FUND
                               CLASS 1 AND CLASS 2
               DATED MAY 1, 1999, AS SUPPLEMENTED NOVEMBER 1, 1999

This supplement  applies to the above funds in the VIP Trust,  which may or may
not be available under your contract.

On October 21 and 22, 1999, the Templeton  Variable  Products Series Fund (TVP)
and VIP Boards of Trustees  approved a proposal to  eliminate  the  duplication
of funds of the VIP Trust and the TVP Trust,  by  merging  the funds of the TVP
Trust  into the  corresponding  funds of the VIP  Trust  (Reorganization).  The
corresponding  funds of the two  trusts  generally  have  the  same  investment
goals  and  very  similar  investment  policies  and  strategies.  Both  Boards
believe that the  Reorganization  would benefit insurance company  shareholders
and  their   contract   owners.   If   approved   by  TVP   shareholders,   the
Reorganization is expected to be completed around May 1, 2000.

As part of the  Reorganization,  the VIP Board  also  approved  new  investment
advisory   agreements  for  the  VIP  Templeton  Global  Asset  Allocation  and
Templeton  Developing  Markets  Equity Funds,  and changes to, and  elimination
of, certain  fundamental  investment  restrictions of the VIP Templeton  Global
Asset  Allocation Fund, VIP Templeton  Developing  Markets Equity Fund, and the
VIP  Templeton   International   Equity  Fund,  all  subject  to  shareholders'
approval of those VIP funds. In addition,  as part of the  Reorganization,  the
VIP Board will  consider at its December  14, 1999  meeting,  a new  investment
advisory  agreement for the VIP Templeton  International  Equity Fund,  subject
to shareholder approval.

For the  VIP  Templeton  Global  Asset  Allocation  Fund,  the  new  investment
advisory  agreement  will  appoint  Templeton  Investment  Counsel,   Inc.,  as
adviser to the combined fund. Templeton  Investment Counsel,  Inc. is currently
sub-adviser  to this fund.  Based on pro forma  expenses for the combined fund,
the advisory fee and total operating expenses are expected to decrease.

For the VIP  Templeton  Developing  Markets  Equity  Fund,  the new  investment
advisory  agreement will retain the same adviser for the combined  fund.  While
the  advisory  fee rate would  remain the same as the fund  currently  has, the
new agreement  effectively  increases the fee for advisory  services  since the
advisory  contract  would  no  longer  cover  fund   administration   services.
Instead,  like all of the newer VIP funds, fund  administration  services would
be provided in a new separate  contract  with the fund and for a separate  fee.
Based  on pro  forma  expenses  for the  combined  fund,  the  total  operating
expenses are expected to moderately increase (from 1.41% to 1.56% annually).

Any  investments in the VIP Templeton  Developing  Markets Equity Fund prior to
the   Reorganization   implementation   date,   will  be  affected   after  the
Reorganization  implementation  date, by the  anticipated  increase in advisory
fees, if the proposed advisory agreement is approved by the shareholders.

For the VIP Templeton  International  Equity Fund, the new investment  advisory
agreement will appoint  Templeton  Investment  Counsel,  Inc. as the adviser to
the combined fund, rather than Franklin  Advisers,  Inc.  Templeton  Investment
Counsel,  Inc.  is  currently  sub-adviser  to the  fund.  Based  on pro  forma
expenses  of the  combined  fund,  the  advisory  fee and  total  expenses  are
expected to decrease.

The proposed  fundamental  investment  restriction  changes will not materially
affect the manner in which any fund is managed  and will help  further the goal
of standardizing  fundamental investment  restrictions among Franklin Templeton
funds.

It is anticipated  that in December of 1999,  VIP contract  owners of record on
November 30, 1999, for the affected  funds,  will receive a voting  instruction
card  requesting  their  instructions to the insurance  company  shareholder on
the investment  advisory  agreements and on the changes to, and elimination of,
certain  fundamental  investment   restrictions.   A  proxy  statement,   which
explains  the  details  of  the   proposal(s),   will   accompany   the  voting
instruction card.








                        SUPPLEMENT DATED DECEMBER 1, 1999
                              TO THE PROSPECTUS OF
          FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (VIP) -
                             FRANKLIN SMALL CAP FUND
                               CLASS 1 AND CLASS 2
               DATED MAY 1, 1999, AS SUPPLEMENTED NOVEMBER 1, 1999

On October 22,  1999,  the VIP Board  approved  (i) a new  investment  advisory
agreement  between  the VIP  Trust,  on behalf of the  Franklin  Small Cap Fund
(Small Cap Fund),  and  Franklin  Advisers,  Inc.  (Advisers);  (ii) a new fund
administration  agreement  between  the VIP  Trust,  on behalf of the Small Cap
Fund, and Franklin Templeton Services,  Inc. (FT Services);  and, (iii) changes
to, and the  elimination  of, certain  fundamental  investment  restrictions of
the Small Cap Fund.  If  approved by VIP Small Cap Fund  shareholders,  the new
agreements and policy changes will be effective May 1, 2000.

The  proposed  Small  Cap  advisory  agreement  provides  for  the  rate of the
investment  advisory  fee payable to  Advisers  to  decrease to the  following:
0.55% up to $500  million,  0.45% up to $1 billion,  0.40% up to $1.5  billion,
0.35%  up to $6.5  billion,  0.325%  up to  $11.5  billion,  0.30%  up to $16.5
billion,  0.29% up to $19 billion,  0.28% up to $21.5  billion,  and 0.27% over
$21.5  billion  (based on the average  daily net assets of the Small Cap Fund).
If  approved  by  the  VIP  Small  Cap  shareholders,   the  proposed  advisory
agreement would become effective May 1, 2000.

The new fund administration  agreement,  effective May 1, 2000, provides for an
increase  in the rate of the  administration  fee payable by the Small Cap Fund
to FT  Services to an annual  flat rate of 0.25%  (based on the  average  daily
net assets of the Small Cap Fund).

Based on pro forma  expenses of the fund, the proposed  advisory  agreement and
the new fund  administration  agreement  together  result  in fee rate  changes
that are  expected  to cause a  decrease  in  advisory  fees,  an  increase  in
administration  fees,  and a slight  increase in total  expenses  for the Small
Cap Fund (from  0.77% to 0.82%).  Any  investments  in the Small Cap Fund prior
to May 1,  2000,  will  be  affected  after  May 1,  2000,  by the  anticipated
increase  from the  combined  advisory  and fund  administration  fees,  if the
proposed advisory agreement is approved by the shareholders.

The proposed  fundamental  investment  restriction  changes will not materially
affect  the  manner  in which  the  Small  Cap Fund is  managed  and will  help
further the goal of standardizing  fundamental  investment  restrictions  among
Franklin Templeton funds.

It is  anticipated  that December of 1999, VIP Franklin Small Cap Fund contract
owners of record on November 30, 1999, will receive a voting  instruction  card
requesting  their  instructions  to the insurance  company  shareholder  on the
investment  advisory  agreement  and on the  changes  to, and  elimination  of,
certain  fundamental  investment   restrictions.   A  proxy  statement,   which
explains  the  details  of  the   proposal(s),   will   accompany   the  voting
instruction card.








                        SUPPLEMENT DATED DECEMBER 1, 1999
                              TO THE PROSPECTUS OF
          FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (VIP) -
                    FRANKLIN RISING DIVIDENDS SECURITIES FUND
                               CLASS 1 AND CLASS 2
               DATED MAY 1, 1999, AS SUPPLEMENTED NOVEMBER 1, 1999

On July  15,  1999,  the VIP  Board  approved  proposals  to:  (i)  modify  the
Franklin Rising  Dividends  Securities  Fund's (Rising  Dividends Fund) current
criteria for the  selection of portfolio  companies  related to debt as part of
the  issuer's  capital  structure,  and (ii) make  changes  to, and  eliminate,
certain  other  fundamental  restrictions  of the  Rising  Dividends  Fund.  If
approved by the VIP Rising Dividends  Fund's  shareholders on February 8, 2000,
the  changes   described  below  will  be  effective   February  9,  2000.  The
prospectus  will be amended by replacing the fourth  criteria under  "Principal
Investments"   describing   companies  that  have  paid   consistently   rising
dividends, with the following:

o    strong  balance  sheets,  with  long-term  debt that is no more than 50% of
     total capitalization or senior debt that has been rated investment grade by
     at  least  one of the  major  bond  rating  agencies  (except  for  utility
     companies)

The  other  proposed  fundamental   investment  restriction  changes  will  not
materially  affect  the manner in which the  Rising  Dividends  Fund is managed
and  will  help  further  the  goal  of  standardizing  fundamental  investment
restrictions among Franklin Templeton funds.

It is  anticipated  that  December  of  1999,  VIP  Franklin  Rising  Dividends
Securities  Fund contract  owners of record on November 30, 1999,  will receive
a voting  instruction  card  requesting  their  instructions  to the  insurance
company   shareholder   on  the  changes  to,  and   elimination   of,  certain
fundamental  investment  restrictions.  A proxy  statement,  which explains the
details of the proposal(s), will accompany the voting instruction card.


               PLEASE KEEP THESE SUPPLEMENTS FOR FUTURE REFERENCE.





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