TEMPLETON DEVELOPING MARKETS TRUST
497, 1998-09-30
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711 *PA1

                        SUPPLEMENT DATED OCTOBER 1, 1998
                              TO THE PROSPECTUS OF
               TEMPLETON DEVELOPING MARKETS TRUST - ADVISOR CLASS
                                dated May 1, 1998

The prospectus is amended as follows:

I. The second category under "How Do I Buy Shares? - Opening Your Account,"
discussing the fund's availability to qualified registered investment advisors,
is replaced with the following:

  2. Qualified registered investment advisors or certified financial planners
  who have clients invested in the Franklin Mutual Series Fund Inc. on October
  31, 1996, or who buy through a broker-dealer or service agent who has entered
  into an agreement with Distributors, subject to a $1,000 minimum initial and
  $50 minimum subsequent investment requirement

II. 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.

III. 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."

IV. 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. 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. These minimums do not apply to IRAs, accounts managed by the
  Franklin Templeton Group, the Franklin Templeton Profit Sharing 401(k) Plan,
  or the series of Franklin Templeton Fund Allocator Series.

V. 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.

VI. 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.

VII. 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.


PAGE


VIII. 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,  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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