Templeton Developing Markets Trust

10/29/2024 | Press release | Distributed by Public on 10/29/2024 07:48

Post Effective Amendment to Registration Statement by Investment Company Form 485BPOS

As filed with the Securities and Exchange Commission on October 29, 2024


File No. 333-280852


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

[ ]
Post-Effective Amendment No.
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[X]
(Check appropriate box or boxes)

TEMPLETON DEVELOPING MARKETS TRUST
(Exact Name of Registrant as Specified in Charter)

Registrant's Area Code and Telephone Number: (954) 527-7500

300 S.E. 2ND STREET, FORT LAUDERDALE, FLORIDA 33301-1923
(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

ALISON E. BAUR, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
(Name and Address of Agent for Service) (Number and Street) (City) (State) (Zip Code)

Copies to:
Bruce G. Leto, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of the securities being registered:
Class A, Class C, Class R6 and Advisor Class shares of beneficial interest, no par value, of Templeton Developing Markets Trust.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

It is proposed that the filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
--- CONTENTS ---

This Registration Statement includes the following:

1. Facing Page

2. Contents Page

3. Part A - Prospectus/Proxy Statement

4. Part B - Statement of Additional Information

5. Part C - Other Information

6. Signatures

7. Exhibits

PART A
Part A, the definitive Prospectus/Proxy Statement dated August 16, 2024, has been filed pursuant to Rule 497(b) of the Securities Act of 1933, as amended, (Accession No. 0001398344-24-015212) on August 22, 2024, and is incorporated herein by reference.

PART B
Part B, the definitive Statement of Additional Information dated August 16, 2024, has been filed pursuant to Rule 497(b) of the Securities Act of 1933, as amended, (Accession No. 0001398344-24-015212) on August 22, 2024, and is incorporated herein by reference.
TEMPLETON DEVELOPING MARKETS TRUST
PART C
Other Information
Item 15. Indemnification
The Amended and Restated Agreement and Declaration of Trust (the "Declaration") provides that any person who is or was a Trustee, officer, employee or other agent, including the underwriter, of such Trust shall be liable to the Trust and its shareholders only for (1) any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, or (2) the person's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person (such conduct referred to herein as Disqualifying Conduct) and for nothing else. Except in these instances and to the fullest extent that limitations of liability of agents are permitted by the Delaware Statutory Trust Act (the "Delaware Act"), these Agents (as defined in the Declaration) shall not be responsible or liable for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter. Moreover, except and to the extent provided in these instances, none of these Agents, when acting in their respective capacity as such, shall be personally liable to any other person, other than such Trust or its shareholders, for any act, omission or obligation of the Trust or any trustee thereof.
The Trust shall indemnify, out of its property, to the fullest extent permitted under applicable law, any of the persons who was or is a party, potential party or non-party witness or is threatened to be made a party, potential party or non-party witness to any Proceeding (as defined in the Declaration) because the person is or was an agent of such Trust. These persons shall be indemnified against any Expenses (as defined in the Declaration), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding if the person acted in good faith or, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any Proceeding (as defined in the Declaration) by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that the person did not act in good faith or that the person had reasonable cause to believe that the person's conduct was unlawful. There shall nonetheless be no indemnification for a person's own Disqualifying Conduct.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to Trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a Trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with securities being registered, the Trust may be required, unless in the opinion of its counsel the matter has been settled by controlling precedent, to submit to a court or appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Item 16. Exhibits The following exhibits are incorporated by reference to the previously filed document indicated below, except Exhibits 4(a) and 12(a).
(1)
Copies of the charter of the Registrant as now in effect;
(a)
Filing: Post-Effective Amendment No. 41 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2019
(2)
Copies of the existing by-laws or corresponding instruments of the Registrant;
(a)
Filing: Post-Effective Amendment No. 41 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2019
(3)
Copies of any voting trust agreement affecting more than five percent of any class of equity securities of the Registrant;
Not Applicable
(4)
Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
(a)
Agreement and Plan of Reorganization dated July 10, 2024 is filed herewith.
(5)
Copies of all instruments defining the rights of holders of the securities being registered including, where applicable, the relevant portion of the articles of incorporation or by-laws of the Registrant;
(a)
Amended and Restated Agreement and Declaration of Trust
(1)Article III, Shares
(2) Article V, Shareholders' Voting Powers and Meetings
(3) Article VI, Net Asset Value, Distributions, Redemptions and Transfers
(4) Articles VIII, Certain Transactions - Section 4
(5) Articles X, Miscellaneous - Section 4
(b)
Amended and Restated By-Laws
(1) Article II, Meetings of Shareholders
(2) Article VI, Records and Reports - Section 1, 2 and 3
(3) Article VII, General Matters: - Sections 3, 4, 6 and 7
(4) Articles VIII, Amendment - Section 1
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(6)
Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
(a)
Filing: Post-Effective Amendment No. 33 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2015
(b)
Filing: Post-Effective Amendment No. 39 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2018
(c)
Filing: Post-Effective Amendment No. 46 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 26, 2021
(d)
(7)
Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;
(a)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(b)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(8)
Copies of all bonus, profit sharing, pension, or other similar contracts or arrangements wholly or partly for the benefit of trustees or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document;
Not Applicable
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(9)
Copies of all custodian agreements and depository contracts under Section 17(f) of the 1940 Act for securities and similar investments of the Registrant, including the schedule of remuneration;
(a)
Filing: Post-Effective Amendment No. 46 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 26, 2021
(b)
Filing: Post-Effective Amendment No. 46 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 26, 2021
(c)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
(d)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(e)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(f)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(g)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
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(10)
Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant's trustees describing any action taken to revoke the plan;
(a)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(b)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(d)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(e)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(11)
An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and nonassessable;
(a)
Filing: Registration Statement on Form N-14
File No. 333-280852
Filing Date: July 17, 2024
(12)
An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus;
(a)
Opinion of Stradley Ronon Stevens & Young, LLP dated October 25, 2024 supporting the tax matters and consequences to shareholders, filed herewith.
(13)
Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement;
(a)
Filing: Post-Effective Amendment No. 18 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 29, 2004
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(b)
Filing: Post-Effective Amendment No. 18 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 29, 2004
(c)
Filing: Post-Effective Amendment No. 18 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 29, 2004
(d)
Filing: Post-Effective Amendment No. 5 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 29, 1996
(e)
Filing: Post-Effective Amendment No. 33 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2015
(f)
Filing: Post-Effective Amendment No. 46 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 26, 2021
(g)
Filing: Post-Effective Amendment No. 46 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 26, 2021
(h)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
(i)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(j)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
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(k)
Filing: Post-Effective Amendment No. 48 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2023
(l)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(m)
Filing: Post-Effective Amendment No. 47 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 27, 2022
(n)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
(o)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
(p)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
(q)
Letter concerning Initial Capital
Filing: Post-Effective Amendment No. 1 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: September 19, 1991
(r)
Filing: Post-Effective Amendment No. 4 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 28, 1995
(14)
Copies of any other opinions, appraisals, or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the Securities Act;
(a)
Filing: Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14
File No. 333-280852
Filing Date: August 15, 2024
(b)
Filing: Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14
File No. 333-280852
Filing Date: August 15, 2024
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(15)
All financial statements omitted pursuant to Item 14(a)(1);
Not Applicable
(16)
Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and
(a)
Filing: Registration Statement on Form N-14
File No. 333-280852
Filing Date: July 17, 2024
(17)
Any additional exhibits which the Registrant may wish to file.
(a)
Filing: Post-Effective Amendment No. 49 to Registration Statement on Form N-1A
File No. 033-42163
Filing Date: April 25, 2024
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Item 17. Undertakings
(1)
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2)
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
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SIGNATURES

As required by the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this post-effective amendment to its Registration Statement on Form N-14 under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, in the City of San Mateo and the State of California, on the 29th day of October, 2024.

TEMPLETON DEVELOPING MARKETS TRUST
(Registrant)
By:
/s/ Navid J. Tofigh
Navid J. Tofigh
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

MANRAJ S. SEKHON*
President and Chief Executive Officer - Investment Management
Manraj S. Sekhon
Dated: October 29, 2024
CHRISTOPHER KINGS*
Chief Executive Officer - Finance and Administration
Christopher Kings
Dated: October 29, 2024
JEFFREY W. WHITE*
Chief Financial Officer, Chief Accounting Officer and Treasurer
Jeffrey W. White
Dated: October 29, 2024
HARRIS J. ASHTON*
Trustee/Director
Harris J. Ashton
Dated: October 29, 2024
ANN TORRE BATES*
Trustee/Director
Ann Torre Bates
Dated: October 29, 2024
TERRENCE J. CHECKI*
Trustee/Director
Terrence J. Checki
Dated: October 29, 2024
MARY C. CHOKSI*
Trustee/Director
Mary C. Choksi
Dated: October 29, 2024
EDITH E. HOLIDAY*
Trustee/Director
Edith E. Holiday
Dated: October 29, 2024
GREGORY E. JOHNSON*
Trustee/Director
Gregory E. Johnson
Dated: October 29, 2024
RUPERT H. JOHNSON, JR.*
Trustee/Director
Rupert H. Johnson, Jr.
Dated: October 29, 2024
J. MICHAEL LUTTIG*
Trustee/Director
J. Michael Luttig
Dated: October 29, 2024
DAVID W. NIEMIEC*
Trustee/Director
David W. Niemiec
Dated: October 29, 2024
LARRY D. THOMPSON*
Trustee/Director
Larry D. Thompson
Dated: October 29, 2024
CONSTANTINE D. TSERETOPOULOS*
Trustee/Director
Constantine D. Tseretopoulos
Dated: October 29, 2024

*By:
/s/ NAVID J. TOFIGH
Navid J. Tofigh, Attorney-in-Fact
(Pursuant to Power of Attorney dated July 10, 2024, filed with the Registrant's Registration Statement on Form N-14 on July 17, 2024)
TEMPLETON DEVELOPING MARKETS TRUST

N-14 REGISTRATION STATEMENT
EXHIBITS INDEX

EXHIBIT NO.
DESCRIPTION
EX-99.(4)(a)
Agreement and Plan of Reorganization dated July 10, 2024
EX-99.(12)(a)
Opinion of Stradley Ronon Stevens & Young, LLP dated October 25, 2024 supporting the tax matters and consequences to shareholders