AMENDMENT TO SELLING AGREEMENT REGARDING RULE 22C-2
You have entered into a Selling Agreement (the "Selling Agreement") with
FRANKLIN XXXXXXXXX DISTRIBUTORS, INC. ("Distributors") to distribute shares
of certain registered investment companies, and separate series of such
companies, for which Distributors serves as the principal underwriter
(together the "Funds" and each a "Fund"). Pursuant to Section 18 of the
Selling Agreement, Distributors hereby provides notice to you of this
Amendment to the Selling Agreement. Your placing of an order for Shares (as
defined in Appendix A) of a Fund or acceptance of payment of any kind after
your receipt of this notice shall constitute your acceptance of this
Amendment, which shall go into effect as of the compliance date for Rule
22c-2 under the Investment Company Act of 1940 (the "1940 Act") established
by the Securities and Exchange Commission.
To the extent you are a "financial intermediary" (as that term is defined in
Appendix A) with respect to the Funds, you agree as follows:
1.1 AGREEMENT TO PROVIDE INFORMATION. You agree to provide Distributors, upon
written request, the taxpayer identification number ("TIN") of any or all
Shareholder(s) (as defined in Appendix A) of the account and the amount,
date, name or other identifier of any investment professional(s) associated
with the Shareholder(s) or account (if known), and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Fund Shares held through an account
maintained by you during the period covered by the request.
1.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed ninety (90) days from the date of the request,
for which transaction information is sought. Distributors may request
transaction information older than ninety (90) days from the date of
the request as it deems necessary to investigate compliance with
policies established by it for the purpose of eliminating or reducing
any dilution of the value of the outstanding Shares issued by the
Funds.
1.1.2 FORM AND TIMING OF RESPONSE. You agree to transmit the requested
information that is on your books and records to Distributors or its
designee promptly, but in any event not later than five (5) business
days, after receipt of a request. If the requested information is not
on your books and records, you agree to: (i) provide or arrange to
provide Distributors or its designee the requested information
regarding Shareholders who hold an account with an indirect
intermediary; or (ii) prohibit further purchases of Fund Shares by
such indirect intermediary on behalf of itself or other persons.
Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information provided to
Distributors should be consistent with the NSCC Standardized Data
Reporting Format.
1.1.3 LIMITATIONS ON USE OF INFORMATION. Distributors agrees not to use
the information received for marketing or any other similar purpose
without your prior written consent.
1.2 AGREEMENT TO RESTRICT TRADING. You agree to execute written instructions
from Distributors or its designee to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder who has been identified by
Distributors or its designee as having engaged in transactions in Shares
(directly or indirectly through an account established by you) that violate
policies established by the Funds for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by the
Funds.
1.2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to which
the instruction relates.
1.2.2 TIMING OF RESPONSE. You agree to execute instructions as soon as
reasonably practicable, but not later than five (5) business days
after your receipt of the instructions.
AMENDMENT TO SELLING AGREEMENT REGARDING RULE 22C-2
1.2.3 CONFIRMATION. You must provide written confirmation to Distributors
or its designee that instructions have been executed. You agree to
provide confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been executed.
1.3 EXCEPTED FUNDS. This Agreement shall not apply to any "excepted fund" as
defined in Appendix X.
XXXXXXXX XXXXXXXXX DISTRIBUTORS, INC.
By:
Date: May 15, 2006
AMENDMENT TO SELLING AGREEMENT REGARDING RULE 22C-2
APPENDIX A
"Financial Intermediary" means:
(i) any broker, dealer, bank, or other person that holds securities
issued by a Fund, in nominee name;
(ii) a unit investment trust or fund that invests in a Fund in reliance
on section 12(d)(1)(E) of the 1940 Act (15 U.S.C. 80a-12(d)(1)(E));
and
(iii) in the case of a participant-directed employee benefit plan
that owns the securities issued by a Fund, a retirement plan's
administrator under section 3(16)(A) of the Employee Retirement
Income Security Act of 1974 (29 U.S.C. 1002 (16)(A)) or any person
that maintains the plan's participant records.
Notwithstanding the above, "financial intermediary" does not include any
person that the Fund treats as an individual investor with respect to
the Fund's policies established for the purpose of eliminating or
reducing any dilution of the value of the outstanding securities issued
by the Fund.
"Excepted Fund" means:
(i) any Fund that is regulated as a money market fund under Rule 2a-7
under the 1940 Act;
(ii) any Fund that issues securities that are listed on a national
securities exchange; and
(iii) any Fund that affirmatively permits short-term trading of its
securities, if its prospectus clearly and prominently discloses
that the Fund permits short-term trading of its securities and that
such trading may result in additional costs for the Fund.
"Shareholder" means:
(i) a beneficial owner of securities held in nominee name;
(ii) a participant in a participant-directed employee benefit plan;
(iii) a holder of interests in a fund or unit investment trust that has
invested in a Fund in reliance on section 12(d)(1)(E) of the 1940
Act; and
(iv) a holder of interests in a variable annuity or variable life
insurance contract issued by a financial intermediary and for which
one or more Funds serve as underlying investments.
"Shareholder" does not include a fund investing pursuant to section
12(d)(1)(G) of the 1940 Act, a trust established pursuant to section 529
of the Internal Revenue Code (26 U.S.C. 529), or a holder of an interest
in such a trust.
"Shares" means the interests of Fund Shareholders corresponding to the
redeemable securities of record issued by the Fund under the 1940 Act that
are held by a financial intermediary.
