TEMPLETON DEVELOPING MARKETS TRUST Fort Lauderdale, Florida 33394-3091Distribution Agreement • April 28th, 2011 • Templeton Developing Markets Trust • California
We, Templeton Developing Markets Trust (the “Fund”), are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.
Selling Agreement May 1, 2010Selling Agreement • April 28th, 2011 • Templeton Developing Markets Trust • California
Franklin Templeton Distributors, Inc. (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENTTransfer Agent and Shareholder Services Agreement • April 28th, 2011 • Templeton Developing Markets Trust • California
The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • April 28th, 2011 • Templeton Developing Markets Trust
This Amendment dated as of May 1, 2011, is to the Investment Management Agreement made as of the 30th day of October, 1992 and amended and restated as of the 25th day of February, 1994 and the 23rd day of November, 1995 and the 2nd day of December, 1997 and the 1st day of May, 2004 and the 1st day of March, 2008 and the 1st day of May, 2009 and the 1st day of May, 2010 (the “Agreement”) by and between Templeton Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”) and Templeton Developing Markets Trust (the “Fund”).
