TEMPLETON DEVELOPING MARKETS TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 4, 1995
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Templeton
Developing Markets Trust (the "Fund") will be held at the Fund's offices, 700
Central Avenue, St. Petersburg, Florida 33701-3628 on Thursday, May 4, 1995 at
10:00 A.M. (Eastern Daylight Time) for the following purposes:
I. To elect twelve Trustees of the Fund to hold office until their
successors are elected and qualified.
II. To transact such other business as may properly come before the Special
Meeting.
Every Shareholder of record as of the close of business on March 15, 1995
will be entitled to vote.
By Order of the Board of Trustees,
Thomas M. Mistele, Secretary
March 31, 1995
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE
RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
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TEMPLETON DEVELOPING MARKETS TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
-------------------
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being mailed to Shareholders of Templeton Developing Markets Trust
(the "Fund") on or about March 31, 1995. THEY ARE BEING FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE TRUSTEES OF THE FUND FOR USE AT THE
SPECIAL MEETING OF SHAREHOLDERS ON MAY 4, 1995, OR ANY ADJOURNMENT THEREOF. The
Fund's Annual Report for the period ended December 31, 1994 will be provided
without charge upon request. Such requests shall be addressed to Franklin
Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida
33733-8030, or telephone (800) 292-9293 or (813) 823-8712.
Proxies given by Shareholders for use at the Special Meeting may be revoked
at any time prior to their use. In addition to revocation in any other manner
permitted by law, Shareholders giving a proxy may revoke the proxy by an
instrument in writing executed by the Shareholder or by his attorney authorized
in writing or, if the Shareholder is a corporation, under its corporate seal, by
an officer or attorney thereof duly authorized, and deposited either at the
office of the Fund at any time up to and including the last business day
preceding the day of the Special Meeting, or any adjournment thereof, or with
the chairman of such Special Meeting on the day of the Special Meeting or
adjournment thereof.
The cost of soliciting proxies in the accompanying form, including the fees
of a proxy soliciting agent, will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Trustees, officers and regular
employees and agents of the Fund without compensation therefor. The Fund will
reimburse brokerage firms and others for their expenses in forwarding proxy
material to the beneficial owners and soliciting them to execute the proxies.
As of December 31, 1994, there were 149,707,251 Fund Shares outstanding.
Each Share of record as of the close of business on March 15, 1995 will be
entitled to one vote on all matters presented at the Special Meeting. As of
March 9, 1995, all the Trustees and officers of the Fund, as a group, owned
beneficially Fund Shares representing less than 1% of the total outstanding
Shares. To the knowledge of management, as of March 9, 1995, no person owned
beneficially or had the right to vote 5% or more of the outstanding Fund Shares,
except that Merrill Lynch, Pierce, Fenner & Smith, Inc., P.O. Box 45286,
Jacksonville, FL 32232-5286 owned 12,548,822 Shares (8.30%).
As of December 31, 1994, the Fund had net assets of $2,009,154,188.
GENERAL INFORMATION
The Investment Manager of the Fund is Templeton Investment Management (Hong
Kong) Limited ("Templeton (Hong Kong)" or the "Investment Manager"), a Hong Kong
company with offices located at Two Exchange Square, Hong Kong. Pursuant to an
Investment Management
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Agreement dated October 30, 1992, the Investment Manager manages the investment
and reinvestment of Fund resources. The Investment Manager is an indirect
wholly-owned subsidiary of Franklin Resources, Inc. ("Franklin"). Franklin, a
publicly-held company, is primarily engaged, through various subsidiaries, in
providing investment management, share distribution, transfer agent and
administrative services to a family of investment companies.
Templeton Global Investors, Inc., Broward Financial Centre, Suite 2100, Ft.
Lauderdale, Florida 33394-3091, an indirect wholly-owned subsidiary of Franklin,
performs certain administrative functions for the Fund pursuant to a Business
Management Agreement.
Franklin Templeton Distributors, Inc.. ("FTD"), P.O. Box 33030, St.
Petersburg, Florida 33733-8030, is the Principal Underwriter of the Fund's
Shares. FTD is an indirect wholly-owned subsidiary of Franklin.
I. ELECTION OF TRUSTEES
Pursuant to the Fund's Declaration of Trust and Bylaws, the Trustees of the
Fund have fixed the number of Trustees at twelve. The Trustees shall serve until
they resign, die or are removed and until their respective successors are duly
elected and qualified. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement. If any of the
nominees should not be available, the persons named in the proxy will vote in
their discretion for another person or other persons who may be nominated as
Trustees.
The Trustees of the Fund have called a Special Meeting for the purpose of
electing Trustees in order to comply with regulatory requirements and provisions
of the Fund's Bylaws which provide that a majority of the Trustees be elected by
the Shareholders.
The persons named in the accompanying form of proxy intend to vote at the
Special Meeting (unless directed not to vote) for the election of the nominees
named below. All of the nominees are currently Trustees of the Fund, except
Betty P. Krahmer. In addition, all of the nominees are also directors or
trustees of other Templeton Funds for which the Investment Manager and/or its
affiliates act as investment manager.
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The following table provides information concerning each nominee for
election as a Trustee:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- --------------------------------------- -------- ---------------------
<S> <C> <C> <C>
HARRIS J. ASHTON Chairman of the Board, president, and 1992 -0-
Metro Center, 1 Station chief executive officer of General
Place Host Corporation (nursery and craft
Stamford, Connecticut centers); director of RBC Holdings
Trustee Inc. (a bank holding company) and
Bar-S Foods; director, trustee or
managing general partner, as the case
may be, of 54 investment companies in
the Franklin Templeton Group of
Funds. Age 62.
JOHN G. BENNETT, JR. Founder, chairman of the board, and 1993 (**)
3 Radnor Corporate president of the Foundation for New
Center, Era Philanthropy; president and
Suite 150 chairman of the boards of the Evelyn
100 Matsonford Road M. Bennett Memorial Foundation and
Radnor, Pennsylvania NEP International Trust; chairman of
Trustee the board and chief executive officer
of The Bennett Group International,
LTD; chairman of the boards of Human
Service Systems, Inc. and Multi-Media
Communications, Inc.; a director or
trustee of many national and
international organizations,
universities, and grantmaking
foundations serving in various
executive board capacities; member of
the Public Policy Committee of the
Advertising Council; a director or
trustee of 23 other Templeton Funds;.
Age 57.
NICHOLAS F. BRADY* Chairman, Templeton Emerging Markets 1993 (**)
The Bullitt House Investment Trust PLC; chairman,
102 East Dover Street Templeton Latin America Investment
Easton, Maryland Trust PLC; chairman of Darby Overseas
Trustee Investments, Ltd. (an investment
firm), (1994-present); director of
the Amerada Hess Corporation, Capital
Cities/ABC, Inc., Christiana
Companies, and the H.J. Heinz
Company; Secretary of the United
States Department of the Treasury
(1988-January 1993); chairman of the
board of Dillon, Read & Co. Inc.
(investment banking) prior thereto;
and director or trustee of 23
Templeton Funds. Age 64.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- --------------------------------------- -------- ---------------------
<S> <C> <C> <C>
FRANK J. CROTHERS President, and chief executive officer 1991 (**)
P.O. Box N-3238 of Atlantic Equipment & Power, Ltd;
Nassau, Bahamas vice chairman of Caribbean Utilities
Trustee Co., Ltd; president of Provo Power
Corporation; director of various
other business and nonprofit
organizations; and a director or
trustee of 4 Templeton Funds. Age 50.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1992 -0-
200 Campus Drive Hardin, Kipp & Szuch; director of
Florham Park, New Jersey General Host Corporation; director,
Trustee trustee or managing general partner,
as the case may be, of 56 investment
companies in the Franklin Templeton
Group of Funds. Age 62.
ANDREW H. HINES, JR. Consultant, Triangle Consulting Group; 1993 (**)
150 2nd Avenue N. chairman of the board and chief
St. Petersburg, Florida executive officer of Florida Progress
Trustee Corporation (1982-February 1990)
and director of various of its
subsidiaries; chairman and director
of Precise Power Corporation;
Executive-In-Residence of Eckerd
College (1991-present); director of
Checkers Drive-In Restaurants, Inc.;
a director or trustee of 23 Templeton
Funds. Age 72.
CHARLES E. JOHNSON* Senior vice president and Director of 1993 -0-
Broward Financial Centre Franklin Resources, Inc.; Senior Vice
Ft. Lauderdale, Florida President of Franklin Templeton
Trustee Distributors, Inc.; president and
Director, Templeton Worldwide, Inc.
and of Franklin Institutional
Services Corporation; officer and/or
director, as the case may be, for
some of the subsidiaries of Franklin
Resources, Inc.; officer, director
and/or trustee, as the case may be,
of 24 of the investment companies in
the Franklin Templeton Group of
Funds. Age 38.
BETTY P. KRAHMER Director or trustee of various civic + -0-
2201 Kentmere Parkway associations; former economic
Wilmington, Delaware analyst, U.S. Government; a director
Trustee or trustee of 19 Templeton Funds. Age
65.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- --------------------------------------- -------- ---------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River Corporation 1993 -0-
8212 Burning Tree Road (information services); director of
Bethesda, Maryland Fund America Enterprises Holdings,
Trustee Inc., Lockheed Martin Corporation,
MCI Communications Corporation and
Medimmune, Inc.; formerly, chairman
of Hambrecht and Quist Group;
director of H&Q Healthcare Investors;
president of the National Association
of Securities Dealers, Inc.;
director, trustee, or managing
general partner, as the case may be,
of 51 investment companies in the
Franklin Templeton Group of Fund. Age
66.
FRED R. MILLSAPS Manager of personal investments (1978- 1992 (**)
2665 NE 37th Drive present); chairman and chief
Fort Lauderdale, Florida executive officer of Landmark Banking
Trustee Corporation (1969-1978); financial
vice president of Florida Power and
Light (1965-1969); vice president of
Federal Reserve Bank of Atlanta
(1958-1965); director of various
other business and nonprofit
organizations; a director or trustee
of 23 Templeton Funds. Age 65.
JOHN M. TEMPLETON* President of First Trust Bank, Ltd., 1991 -0-
Lyford Cay Nassau, Bahamas; previously the
Nassau, Bahamas chairman of the board and employee of
Chairman of the Board Templeton, Galbraith & Hansberger
Ltd. (prior to October 30, 1992);
chairman of the board of 23 Templeton
Funds. Age 82.
CONSTANTINE DEAN Physician, Lyford Cay Hospital (July 1991 (**)
TSERETOPOULOS 1987- present); Cardiology Fellow,
Lyford Cay Hospital University of Maryland (July 1985-
P.O. Box N-7776 July 1987); Internal Medicine Intern,
Nassau, Bahamas Greater Baltimore Medical Center
Trustee (July 1982-July 1985); a director or
Trustee of 4 Templeton Funds. Age 41.
</TABLE>
------------
*Messrs. Templeton, Johnson and Brady are "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940 (the "1940 Act").
On December 30, 1994, Franklin Resources, Inc. acquired a limited partnership
interest representing a 4.41 percentage interest in Darby Overseas Partners,
L.P. ("Darby Overseas"). As Mr. Brady owns a 17.27 percentage interest in
Darby Overseas, Mr. Brady and Franklin Resources are both limited partners of
Darby Overseas. Mr. Brady established Darby Overseas in February, 1994, and is
(Footnotes continued on following page)
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(Footnotes continued from preceding page)
Chairman and a shareholder of the corporate general partner of Darby Overseas
(which itself owns a 1.00 percent interest in Darby Overseas). In addition, on
December 30, 1994, Templeton, Galbraith & Hansberger Ltd. made a capital
commitment to Darby Emerging Markets Fund, L.P. ("Darby Emerging Markets"),
representing 18.53 percent of the total committed capital of Darby Emerging
Markets as of that date. Darby Overseas has a capital commitment to Darby
Emerging Markets representing 18.53 percent of the total committed capital of
Darby Emerging Markets, serves as advisor to Darby Emerging Markets and,
together with its general partner, owns 100 percent of the shares of the
general partner of Darby Emerging Markets. Mrs. Krahmer, Dr. Tseretopoulous
and Messrs. Crothers, Hines, Millsaps, Bennett, Ashton, Macklin and Fortunato
are not "interested persons" of the Fund.
**Less than 0.01%.
+Mrs. Krahmer has been nominated to fill the vacancy created by the
resignation of William Young Boyd, II, who tendered his resignation to pursue
his business and literary commitments.
REMUNERATION OF TRUSTEES AND OFFICERS
As indicated above, certain of the Fund's Trustees and officers hold
positions with other investment companies in the Franklin Templeton Group. Each
Templeton Fund pays its independent directors/trustees and Mr. Brady an annual
retainer and/or fees for attendance at board and committee meetings, the amount
of which is based on the level of assets in the fund. Accordingly, based upon
the assets of the Fund as of December 31, 1994 the Fund will pay the Independent
Trustees and Mr. Brady an annual retainer of $6,000 and a fee of $500 per
meeting attended of the Board and its committees. Trustees are reimbursed for
any expenses incurred in attending meetings. The direct aggregate and total
remuneration (including reimbursements of such expenses) paid to all Trustees as
a group for the fiscal year ended December 31, 1994, under the Trustee
compensation arrangement then in effect, was $42,000. During the fiscal year
ended December 31, 1994, fees were paid by the Trust to Messrs. Ashton ($3,500),
Tseretopoulos ($4,000), Crothers ($4,000), Fortunato ($3,500), Macklin ($3,500),
Bennett ($3,500), Brady ($3,500), Hines ($3,500), and Millsaps ($3,500). For the
fiscal year ended December 31, 1994, pursuant to the compensation arrangements
then in effect, Messrs. Ashton, Tseretopoulos, Crothers, Fortunato, Macklin,
Bennett, Brady, Hines, Templeton, Johnson and Millsaps and Mrs. Krahmer received
total fees of $319,925, $12,850, $12,850, $336,065, $303,685, $105,625, $86,125,
$106,125, $0, $0, $106,125, and $75,275, respectively, from the various Franklin
and Templeton Funds for which they serve as directors, trustees or managing
general partners. The Fund does not maintain any pension or retirement plans. No
officer or Trustee received any other compensation directly from the Fund.
During the year ended December 31, 1994, Messrs. Templeton and Johnson, as
shareholders of Franklin, participated in the advisory and non-advisory fees
received by Templeton (Hong Kong) and its affiliates from the Templeton Funds.
There are no family relationships between any of the nominees for Trustee.
The Fund has a standing Audit Committee presently consisting of Messrs.
Crothers, Millsaps and Tseretopoulos, all of whom are Trustees and noninterested
persons of the Fund. The Audit
6
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Committee reviews both the audit and nonaudit work of the Fund's independent
public accountants, submits a recommendation to the Trustees as to the selection
of independent public accountants, and reviews generally the maintenance of the
Fund's records and the safekeeping arrangements of the Fund's custodians. The
Board has established a Nominating and Compensation Committee consisting of
Messrs. Crothers, Hines and Bennett. The Nominating and Compensation Committee
is responsible for the selection, nomination for appointment and election of
candidates to serve as Independent Trustees of the Fund. The Nominating and
Compensation Committee is prepared to review nominations from Shareholders to
fill vacancies on the Board in written communications addressed to the Committee
at the Fund's headquarters, although the Committee expects to be able to
identify from its own resources an ample number of qualified candidates.
During the fiscal year ended December 31, 1994, there were four meetings of
the Trustees and two meetings each of the Audit Committee and the Nominating and
Compensation Committee. Each of the Trustees then in office attended at least
75% of the total number of meetings of the Trustees held throughout the year.
There was 100% attendance at the meetings of the Audit Committee and the
Nominating and Compensation Committee.
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. The executive officers are:
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH FUND DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
J. MARK MOBIUS........... Director and executive vice
Two Exchange Square president of Templeton, Galbraith &
Hong Kong Hansberger Ltd.; managing director
President since 1991 of Templeton Investment Management
(Hong Kong) Limited; president of
International Investment Trust
Company Limited (investment
manager of Taiwan R.O.C. Fund)
(1986-1987); director of Vickers
da Costa, Hong Kong (1983-1986).
Age 58.
7
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NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH FUND DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
CHARLES B. JOHNSON....... President, chief executive officer,
777 Mariners Island Blvd. and director, Franklin Resources,
San Mateo, California Inc.; chairman of the board and director
Vice President since 1992 Franklin Templeton Distributors,
Inc. and Franklin Advisers, Inc.;
director of Templeton Global
Investors, Inc., Franklin Administrative
Services, Inc. and General Host Corporation;
and officer and director, trustee
or managing partner, as the case
may be, of most other subsidiaries
of Franklin and of most of the
investment companies in the
Franklin Templeton Group. Age 62.
MARK G. HOLOWESKO........ President and director of Templeton,
Lyford Cay Galbraith & Hansberger Ltd.;
Nassau, Bahamas director of global equity research
Vice President Since 1991 for Templeton Worldwide, Inc.;
president or vice president of
other Templeton Funds; investment
administrator with Roy West Trust
Corporation (Bahamas) Limited
(1984-1985). Age 34.
MARTIN L. FLANAGAN....... Senior vice president, treasurer and
777 Mariners Island Blvd. chief financial officer of
San Mateo, California Franklin Resources, Inc.; director,
Vice President since 1991 executive vice president and chief executive
officer of Templeton Investment Counsel, Inc.;
director, president and chief executive officer
of Templeton Global Investors,
Inc.; director or trustee and president
or vice president of various Templeton Funds;
accountant, Arthur Andersen &
Company (1982-1983); member of the
International Society of Financial
Analysts and the American
Institute of Certified Public
Accountants. Age 34.
JOHN R. KAY.............. Vice president of the Templeton
500 East Broward Blvd. Funds; vice president and
Fort Lauderdale, Florida treasurer of Templeton Global
Vice President since 1994 Investors, Inc. and Templeton
Worldwide, Inc.; assistant vice
president of Franklin Templeton
Distributors, Inc.; formerly, vice
president and controller of the
Keystone Group, Inc. Age 54.
8
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NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH FUND DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
THOMAS M. MISTELE........ Senior vice president of Templeton
700 Central Avenue Global Investors, Inc.; president
St. Petersburg, Florida of Templeton Funds Trust Company;
Secretary since 1991 vice president of Franklin
Templeton Distributors, Inc.;
secretary of the Templeton Funds;
attorney, Dechert Price & Rhoads
(1985-1988) and Freehill,
Hollingdale & Page (1988);
judicial clerk, U.S. District
Court (Eastern District of
Virginia) (1984-1985). Age 41.
JAMES R. BAIO............ Certified public accountant;
500 East Broward Blvd. treasurer of the Templeton Funds;
Fort Lauderdale, Florida senior vice president of Templeton
Treasurer since 1994 Worldwide, Inc., Templeton Global
Investors, Inc., and Templeton
Funds Trust Company; formerly,
senior tax manager of Ernst &
Young (certified public
accountants) (1977-1989). Age 40.
II. OTHER BUSINESS
The Trustees know of no other business to be presented at the Special
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy will be voted in accordance with the judgment of the
persons named in the proxy.
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Special Meeting and Proxy Statement are not received by the time
scheduled for the Special Meeting, the persons named as proxies may move one or
more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the Shares present at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment those Shares
which they are entitled to vote which have voted in favor of such proposals.
They will vote against any such adjournment those proxies required to be voted
against such proposal.
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VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Special Meeting.
The election of Trustees, as set forth in Proposal I, will require the vote of
the holders of a plurality of the Fund's Shares present at the Special Meeting.
If the accompanying form of proxy is executed properly and returned, Shares
represented by it will be voted at the meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, Shares
will be voted for the election of the Trustees named in Proposal I. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" will be treated as Shares that are present
but which have not been voted. For this reason abstentions and broker
"non-votes" will have the effect of "no" votes for purposes of obtaining
approval of Proposal I.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Thomas M. Mistele, Secretary
March 31, 1995
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TEMPLETON DEVELOPING MARKETS TRUST
SPECIAL MEETING OF THE SHAREHOLDERS, MAY 4, 1995
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints THOMAS M. MISTELE and JACK L. COLLINS, and each
of them, with full power of substitution, as proxies to vote for and in the
name, place, and stead of the undersigned at the Special Meeting of Share-
holders of the Templeton Developing Markets Trust (the "Trust"), to be held
at the Trust's offices, 700 Central Avenue, St. Petersburg, Florida 33701-
3628 on Thursday, May 4, 1995 at 10:00 a.m. EDT, and any adjournment thereof,
according to the number of votes and as if personally present.
This Proxy when properly executed will be voted in the manner (or not voted) as
specified. If no specification is made, the Proxy will be voted FOR all
nominees for Trustee in item 1, and within the discretion of the Proxyholders
as to item 2.
The Board of Trustees Recommends a vote FOR items 1 and 2.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS ------. KEEP THIS
PORTION FOR YOUR RECORDS.
<PAGE>
(DETACH HERE AND RETURN THIS PORTION ONLY)
TEMPLETON DEVELOPING MARKETS TRUST
VOTE ON TRUSTEES Unless otherwise specified in the spaces
provided, the undersigned's vote will be cast FOR
FOR WITH FOR each number item listed below.
ALL or HOLD or ALL
EXCEPT
--- -------- -------- 1. To elect the following 12 nominees as Trustees:
John M. Templeton, Charles E. Johnson, Nicholas
F. Brady, Betty P. Krahmer, Constantine D.
Tseretopoulos, Frank J. Crothers, Fred R.
Millsaps, S. Joseph Fortunato, Harris J. Ashton,
Andrew H. Hines, Jr., John G. Bennett, Jr. and
Gordon S. Macklin.
VOTE ON PROPOSAL NO. 2 ------------------------------------------------
To withhold authority to vote for any individual
nominee(s), write those names on the above line.
FOR AGAINST ABSTAIN
--- ------- ------- 2. In their discretion, the Proxyholders are
authorized to vote on any such other matters
which may legally come before the meeting and
any adjournment thereof.
-------- I plan to attend the meeting.
Please sign this proxy card exactly as your name appears on the books of the
fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature should be that
of an authorized officer who should state his or her title.
------------------------- ------------------------------------ --------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
