AMENDMENT TO
FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC
TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Effective as of May 22, 2007, the undersigned parties hereby amend
Schedule C, attached hereto and incorporated herein by reference, of the
Transfer Agent and Shareholder Services Agreement between Xxxxxxxxx Developing
Markets Trust and Franklin Xxxxxxxxx Investor Services, LLC ("FTIS").
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers.
XXXXXXXXX DEVELOPING FRANKLIN XXXXXXXXX
MARKETS TRUST INVESTOR SERVICES, LLC
By: /s/XXXXXX X. XXXXXXXX /s/XXXXX X. XXX, XX.
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Name: Xxxxxx X. Xxxxxxxx Xxxxx X. Xxx, Xx.
Title: Secretary President
AMENDED SCHEDULE C
AS TRANSFER AGENT FOR THE INVESTMENT COMPANY, FTIS WILL:
o Upon receipt of proper authorization, record the transfer of Fund shares
("Shares") in its transfer records in the name(s) of the appropriate
legal shareholder(s) of record;
o Upon receipt of proper authorization, redeem Shares, debit shareholder
accounts and provide for payment to Shareholders; and
o If the Fund issues certificated Shares, upon receipt of proper
authorization, countersign as transfer agent and deliver certificates
upon issuance, countersign certificates to reflect ownership
transfers, and cancel certificates when redeemed.
AS SHAREHOLDER SERVICE AGENT FOR THE INVESTMENT COMPANY, FTIS WILL:
o Receive from the Investment Company, from the Investment Company's
Principal Underwriter or from a Fund shareholder, in a manner
acceptable to FTIS, information necessary to record Share sales and
redemptions and to generate sale and/or redemption confirmations;
o Mail, or electronically transmit, sale and/or redemption confirmations;
o Accept and process payments from investors and their broker-dealers or
other agents for the purchase of Shares;
o Support the use of automated systems for payment and other share
transactions, such as NSCC Fund/Serv and Networking and other systems
which may be reasonably requested by FTIS customers;
o Keep records as necessary to implement any deferred sales charges,
exchange restrictions or other policies of the Investment Company
affecting Share transactions, including without limitation any
restrictions or policies applicable to certain classes of shares, as
stated in the applicable prospectus;
o Requisition Shares in accordance with instructions of the Principal
Underwriter;
o Open, maintain and close shareholder accounts;
o Establish registration of ownership of Shares in accordance with
generally accepted form;
o Maintain records of (i) issued Shares and (ii) number of Shareholders and
their aggregate Shareholdings classified according to their residence
in each State of the United States or foreign country;
o Accept and process telephone exchanges and redemptions for Shares in
accordance with a Fund's Telephone Exchange and Redemption Privileges
as described in the Fund's current prospectus;
o Maintain and safeguard records for each Shareholder showing name(s),
address, number of any certificates issued, and number of Shares
registered in such name(s), together with continuous proof of the
outstanding Shares and dealer identification, and reflecting all
current changes. On request, provide information as to an investor's
qualification for Cumulative Quantity Discount. Provide all accounts
with, at minimum, quarterly and year-end historical confirmation
statements;
o Provide on request a duplicate set of records for file maintenance in the
Investment Company's office;
o Provide for the proper allocation of proceeds of share sales to the
Investment Company and to the Principal Underwriter, in accordance
with the applicable prospectus;
o Redeem Shares and provide for the preparation and delivery of liquidation
proceeds;
o Provide for the processing of redemption checks, and maintain checking
account records;
o Exercise reasonable and good-faith business judgment in the registration
of Share transfers, pledges and releases from pledges in accordance
with the California Uniform Commercial Code - - Investment Securities;
o From time to time make transfers of certificates for such Shares as may
be surrendered for transfer properly endorsed, and countersign new
certificates issued in lieu thereof;
o Upon receipt of proper documentation, place stop transfers, obtain
necessary insurance forms, and reissue replacement certificates against
lost, stolen or destroyed Share certificates;
o Check surrendered certificates for stop transfer restrictions. Although
FTIS cannot insure the genuineness of certificates surrendered for
cancellation, it will employ all due reasonable care in deciding the
genuineness of such certificates and the guarantor of the signature(s)
thereon;
o Cancel surrendered certificates and record and countersign new
certificates;
o Certify outstanding Shares to auditors;
o In connection with any meeting of Shareholders, upon receiving
appropriate detailed instructions and written materials prepared by
the Investment Company and proxy proofs checked by the Investment
Company, provide for: (a) the printing of proxy cards, (b) the
delivery to Shareholders of all reports, prospectuses, proxy cards and
related proxy materials of suitable design for enclosing, (c) the
receipt and tabulation of executed proxies, (d) solicitation of
Shareholders for their votes and (e) delivery of a list of
Shareholders for the meeting;
o Answer routine written correspondence, email, and telephone inquiries
about individual accounts. Prepare monthly reports for correspondence
volume and correspondence data necessary for the Investment Company's
Semi-Annual Report on Form N-SAR;
o Provide for the preparation and delivery of dealer commission statements
and checks;
o Maintain and furnish the Investment Company and its Shareholders with
such information as the Investment Company may reasonably request for
the purpose of compliance by the Investment Company with the
applicable tax and securities laws of applicable jurisdictions;
o Mail confirmations of transactions to investors and dealers in a timely
fashion;
o Provide for the payment or reinvestment of income dividends and/or
capital gains distributions to Shareholders of record, in accordance
with the Investment Company's and/or Shareholder's instructions,
provided that:
(a) The Investment Company shall notify FTIS in writing promptly upon
declaration of any such dividend and/or distribution, and in any
event at least forty-eight (48) hours before the record date;
(b) Such notification shall include the declaration date, the record
date, the payable date, the rate, and, if applicable, the
reinvestment date and the reinvestment price to be used; and
(c) Prior to the payable date, the Investment Company shall furnish
FTIS with sufficient fully and finally collected funds to make
such distribution;
o Prepare and file annual U.S. information returns of dividends and capital
gain distributions, gross redemption proceeds, foreign person's U.S.
source income, and other U.S. federal and state information returns as
required, and mail payee copies to shareholders; report and pay U.S.
backup withholding on all reportable payments; report and pay U.S.
federal income taxes withheld from distributions and other payments
made to nonresidents of the U.S.; prepare and mail to shareholders any
notice required by the Internal Revenue Code as to taxable dividends,
tax-exempt interest dividends, realized net capital gains distributed
and/or retained, foreign taxes paid and foreign source income
distributed or deemed distributed, U.S. source income and any tax
withheld on such income, dividends received deduction information, or
other applicable tax information appropriate for dissemination to
shareholders of the Investment Company;
o Comply with all U.S. federal income tax requirements regarding the
collection of tax identification numbers and other required
shareholder certifications and information pertaining to shareholder
accounts; respond to all notifications from the U.S. Internal Revenue
Service regarding the application of the U.S. backup withholding
requirements including tax identification number solicitation
requirements;
o Prepare transfer journals;
o Set up wire order Share transactions on file;
o Provide for receipt of payment for Share transactions, and update the
transaction file;
o Produce delinquency and other trade file reports;
o Provide dealer commission statements and provide for payments thereof for
the Principal Underwriter;
o Sort and print shareholder information by state, social code, price
break, etc.; and
o Mail promptly the Statement of Additional Information of the Investment
Company to each Shareholder upon request.
In connection with the Investment Company's Systematic Withdrawal Plan, FTIS
will:
o Make payment of amounts withdrawn periodically by the Shareholder
pursuant to the Program by redeeming Shares, and confirm such
redemptions to the Shareholder; and
o Provide confirmations of all redemptions, reinvestment of dividends and
distributions, and any additional investments in the Program,
including a summary confirmation at the year-end.
