TEMPLETON DEVELOPING MARKETS TRUST
497, 1998-10-01
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                        SUPPLEMENT DATED OCTOBER 1, 1998
                              TO THE PROSPECTUS OF
                       TEMPLETON DEVELOPING MARKETS TRUST
                                DATED MAY 1, 1998

The prospectus is amended as follows:

I. 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:

   /bullet/ To open a regular, non-retirement account                 $1,000
   /bullet/ To open an IRA, IRA Rollover, Roth IRA,
            or Education IRA                                          $  250*
   /bullet/ To open a custodial account for a minor
            (an UGMA/UTMA account)                                    $  100
   /bullet/ To open an account with an automatic investment plan      $   50**
   /bullet/ 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.

II. The following new category 8 is 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":

8.    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


PAGE

      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.

III. 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

IV. 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.

V. The following new item is added under "May I Exchange Shares for Shares of
Another Fund? - Exchange Restrictions":

  /bullet/ You must meet the applicable minimum investment amount of the fund
           you are exchanging into, or exchange 100% of your fund shares.

VI. 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 capital gain distributions,
dividend distributions, or both 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."

VII. 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


PAGE


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.

VIII. 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.

IX. 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.

X. The following new section is added after the section "Services to Help You
Manage Your Account - Systematic Withdrawal Plan":

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.

XI. 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.



PAGE



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, Asset
Management Hong Kong and its 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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