TRANSFER AGENT AGREEMENT BETWEEN
▇▇▇▇▇▇▇▇▇ DEVELOPING MARKETS TRUST AND
FRANKLIN ▇▇▇▇▇▇▇▇▇ INVESTOR SERVICES, INC.
AGREEMENT dated as of September 1, 1993, and amended and restated as of
August 10, 1995 and July 1, 1996, between ▇▇▇▇▇▇▇▇▇ DEVELOPING MARKETS TRUST, a
registered open-end investment company with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and FRANKLIN ▇▇▇▇▇▇▇▇▇ INVESTOR
SERVICES, INC., a registered transfer agent with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("FTIS").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and FTIS agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the
context otherwise requires, shall have the following meanings:
(a) "Declaration of Trust" shall mean the Declaration of Trust of the Trust as
the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include any person, whether or not
such person is an officer or employee of the Trust, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Trust as indicated in a
certificate furnished to FTIS pursuant to Section 4(c) hereof as may be received
by FTIS from time to time;
(c) "Custodian" refers to the custodian and any sub-custodian of all securities
and other property which the Trust may from time to time deposit, or cause to be
deposited or held under the name or account of such custodian pursuant to the
Custody Agreement;
(d) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by FTIS from a person reasonably believed by
FTIS to be an Authorized Person;
(e) "Shares" refers to shares of beneficial interest, par value $.01 per share,
of the Trust; and
(f) "Written Instructions" shall mean a written communication signed by a person
reasonably believed by FTIS to be an Authorized Person and actually received by
FTIS.
2. APPOINTMENT OF FTIS. The Trust hereby appoints and constitutes FTIS as
transfer agent for Shares of the Trust and as shareholder servicing agent for
the Trust, and FTIS accepts such appointment and agrees to perform the duties
hereinafter set forth.
3. COMPENSATION.
(a) The Trust will compensate or cause FTIS to be compensated for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated
herein. Schedule A does not include out-of-pocket disbursements of FTIS for
which FTIS shall be entitled to ▇▇▇▇ the Trust separately. FTIS will ▇▇▇▇ the
Trust as soon as practicable after the end of each calendar month, and said
▇▇▇▇▇▇▇▇ will be detailed in accordance with Schedule A. The Trust will promptly
pay to FTIS the amount of such billing.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in the written schedule of out-of-pocket expenses annexed hereto
as Schedule B and incorporated herein. Schedule B may be modified by FTIS upon
not less than 30 days' prior written notice to the Trust. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket expenses
reasonably incurred by FTIS in the performance of its obligations hereunder.
Reimbursement by the Trust for expenses incurred by FTIS in any month shall be
made as soon as practicable after the receipt of an itemized ▇▇▇▇ from FTIS.
Out-of-pocket disbursements may also include payments made by
FTIS to entities including affiliated entities which provide sub-shareholder
services, recordkeeping and/or transfer agency services to beneficial owners of
the Trust, where such services are substantially similar to the services
provided by FTIS to account holders of record. The amount of these disbursements
per benefit plan participant fund account per year shall not exceed the per
account transfer agency fees payable by the Trust to FTIS in connection with
maintaining actual shareholder accounts. On an annual basis, FTIS shall provide
a report to the Board showing, with respect to each entity receiving such fees,
the number of beneficial owners serviced by such entity and the value of the
assets in the Trust represented by such accounts.
(b) Any compensation agreed to hereunder may be adjusted from time to time by
attaching to Schedule A of this Agreement a revised Fee Schedule.
4. DOCUMENTS. In connection with the appointment of FTIS, the Trust shall, on or
before the date this Agreement goes into effect, but in any case, within a
reasonable period of time for FTIS to prepare to perform its duties hereunder,
deliver or cause to be delivered to FTIS the following documents:
(a) If applicable, specimens of the certificates for Shares of the Trust;
(b) All account application forms and other documents relating to Shareholder
accounts or to any plan, program or service offered by the Trust;
(c) A certificate identifying the Authorized Persons and specimen signatures of
Authorized Persons who will sign Written Instructions; and
(d) All documents and papers necessary under the laws of Florida, under the
Trust's Declaration of Trust, and as may be required for the due performance of
FTIS's duties under this Agreement or for the due performance of additional
duties as may from time to time be agreed upon between the Trust and FTIS.
5. DISTRIBUTIONS PAYABLE IN SHARES. In the event that the Board of Trustees of
the Trust shall declare a distribution payable in Shares, the Trust shall
deliver or cause to be delivered to FTIS written notice of such declaration
signed on behalf of the Trust by an officer thereof, upon which FTIS shall be
entitled to rely for all purposes, certifying (i) the number of Shares involved,
and (ii) that all appropriate action has been taken.
6. DUTIES OF THE TRANSFER AGENT. FTIS shall be responsible for administering
and/or performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for performing
shareholder account and administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with the
Custodian) of Shares. The operating standards and procedures to be followed
shall be determined from time to time by agreement between the Trust and FTIS.
Without limiting the generality of the foregoing, FTIS agrees to perform the
specific duties listed on Schedule C.
7. RECORDKEEPING AND OTHER INFORMATION. FTIS shall create and maintain all
necessary records in accordance with all applicable laws, rules and regulations.
8. OTHER DUTIES. In addition, FTIS shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time to time be
agreed upon in writing between the Trust and FTIS. Such other duties and
functions shall be reflected in a written amendment to Schedule C, and the
compensation for such other duties and functions shall be reflected in a written
amendment to Schedule A.
9. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) FTIS will be protected in acting upon Written or Oral Instructions
reasonably believed to have been executed or orally communicated by
an Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from an
officer of the Trust. FTIS will also be protected in processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Trust and the proper countersignature of FTIS.
(b) At any time FTIS may apply to any Authorized Person of the Trust for Written
Instructions and may seek advice at the Trust's expense from legal counsel for
the Trust or from its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of counsel for the Trust or for
FTIS. Written Instructions requested by FTIS will be provided by the Trust
within a reasonable period of time. In addition, FTIS, or its officers, agents
or employees, shall accept Oral Instructions or Written Instructions given to
them by any person representing or acting on behalf of the Trust only if said
representative is known by FTIS, or its officers, agents or employees, to be an
Authorized Person.
10. ACTS OF GOD, ETC. FTIS will not be liable or responsible for delays
or errors by reason of circumstances beyond its control, including acts of civil
or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown beyond its control, flood or catastrophe, acts of God,
insurrection, war, riots or failure beyond its control of transportation,
communication or power supply.
11. DUTY OF CARE AND INDEMNIFICATION. The Fund will indemnify FTIS against and
hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit not resulting from willful misfeasance, bad faith
or gross negligence on the part of FTIS, and arising out of, or in connection
with, its duties hereunder. In addition, the Fund will indemnify FTIS against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit as a result of: (i) any action taken in accordance
with Written or Oral Instructions, or any other instructions or Share
certificates reasonably believed by FTIS to be genuine and to be signed,
countersigned or executed, or orally communicated by an Authorized Person; (ii)
any action taken in accordance with written or oral advice reasonably believed
by FTIS to have been given by counsel for the Fund or by its own counsel; (iii)
any action taken as a result of any error or omission in any record (including
but not limited to magnetic tapes, computer printouts, hard copies and microfilm
copies) delivered, or caused to be delivered by the Fund to FTIS in connection
with this Agreement; or (iv) any action taken in accordance with oral
instructions given under the Telephone Exchange and Redemption Privileges, as
described in the Fund's current prospectus, when believed by FTIS to be genuine.
In any case in which the Fund may be asked to indemnify or hold FTIS harmless,
the Fund shall be advised of all pertinent facts concerning the situation in
question and FTIS will use reasonable care to identify and notify the Fund
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Fund. The Fund shall have the option to
defend FTIS against any claim which may be the subject of this indemnification,
and, in the event that the Fund so elects, such defense shall be conducted by
counsel chosen by the Fund and satisfactory to FTIS, and thereupon the Fund
shall take over complete defense of the claim and FTIS shall sustain no further
legal or other expenses in such situation for which it seeks indemnification
under this Section 11. FTIS will not confess any claim or make any compromise in
any case in which the Fund will be asked to provide indemnification, except with
the Fund's prior written consent. The obligations of the parties hereto under
this Section shall survive the termination of this Agreement.
12. TERM AND TERMINATION.
(a) This Agreement shall be effective as of the date first written above and
shall continue until April 30, 1997 and thereafter shall continue automatically
for successive annual periods ending on April 30 of each year, provided such
continuance is specifically approved at least annually by (i) the Trust's Board
of Trustees or (ii) a vote of a "majority" (as defined in the Investment Company
Act of 1940 (the "1940 Act")) of the Trust's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the ▇▇▇▇
▇▇▇) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting such approval.
(b) Either party hereto may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which shall
be not less than 60 days after the date of receipt of such notice. In the event
such notice is given by the Trust, it shall be accompanied by a resolution of
the Board of Trustees of the Trust, certified by the Secretary of the Trust,
designating a successor transfer agent or transfer agents. Upon such termination
and at the expense of the Trust, FTIS will deliver to such successor a certified
list of Shareholders of the Trust (with names and addresses), an historical
record of the account of each Shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by FTIS under this Agreement in a form reasonably acceptable to the
Trust, and will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from FTIS's personnel in the establishment
of books, records and other data by such successor or successors.
13. AMENDMENT. This Agreement may not be amended or modified in any manner
except by a written
agreement executed by both parties.
14. SUBCONTRACTING. The Trust agrees that FTIS may, in its discretion,
subcontract for certain of the services described under this Agreement or the
Schedules hereto; provided that the appointment of any such agent shall not
relieve FTIS of its responsibilities hereunder.
15. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by this Agreement to
be given in writing to the Trust or FTIS shall be sufficiently given if
addressed to that party and received by it at its office set forth below or at
such other place as it may from time to time designate in writing.
To the Trust:
▇▇▇▇▇▇▇▇▇ Developing Markets Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
To FTIS:
Franklin ▇▇▇▇▇▇▇▇▇ Investor Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the State
of California.
(d) This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective corporate officers thereunder duly authorized as of the day
and year first above written.
▇▇▇▇▇▇▇▇▇ DEVELOPING MARKETS TRUST
BY:/s/▇▇▇▇ ▇. ▇▇▇
▇▇▇▇ ▇. ▇▇▇
Vice President
FRANKLIN ▇▇▇▇▇▇▇▇▇ INVESTOR SERVICES, INC.
BY:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Schedule A
FEES
Shareholder account maintenance $14.54, adjusted as of
(per annum, prorated payable February 1 of each year
monthly) to reflect changes in the
Department of Labor
Consumer Price Index.
Cash withdrawal program No charge to the Trust.
Retirement plans No charge to the Trust.
Wire orders or express mailings $15.00 fee may be charged for
of redemption proceeds each wire order and each express
mailing.
February 1, 1997
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse FTIS monthly for the following out-of-pocket
expenses:
o postage and mailing
o forms
o outgoing wire charges
o telephone
o Federal Reserve charges for check clearance
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o insurance
o if applicable, terminals, transmitting lines and any expense
incurred in connection with such terminals and lines
o all other miscellaneous expenses reasonably incurred by FTIS
The Trust agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with FTIS. In addition, the Trust will
promptly reimburse FTIS for any other expenses incurred by FTIS as to which the
Trust and FTIS mutually agree that such expenses are not otherwise properly
borne by FTIS as part of its duties and obligations under the Agreement.
Schedule C
DUTIES
AS TRANSFER AGENT FOR INVESTORS IN THE TRUST, FTIS WILL:
o Record in its transfer record, countersign as transfer agent,
and deliver certificates signed manually or by facsimile, by
the President or a Vice-President and by the Secretary or the
Assistant Secretary of the Trust, in such names and for such
number of authorized but hitherto unissued Shares of the Trust
as to which FTIS shall receive instructions; and
o Transfer on its records from time to time, when presented to
it for that purpose, certificates of said Shares, whether now
outstanding or hereafter issued, when countersigned by a duly
authorized transfer agent, and upon the cancellation of the
old certificates, record and countersign new certificates for
a corresponding aggregate number of Shares and deliver said
new certificates.
AS SHAREHOLDER SERVICE AGENT FOR INVESTORS IN THE TRUST, FTIS WILL:
o Receive from the Trust, from the Trust's Principal Underwriter
or from a Shareholder, on a form acceptable to FTIS,
information necessary to record sales and redemptions and to
generate sale and/or redemption confirmations;
o Mail sale and/or redemption confirmations using standard
forms;
o Accept and process cash payments from investors, and clear
checks which represent payments for the purchase of Shares;
o Requisition Shares in accordance with instructions of the
Principal Underwriter of the Shares of the Trust;
o Produce periodic reports reflecting the accounts receivable
and the paid pending (free stock) items;
o Open, maintain and close Shareholder accounts;
o Establish registration of ownership of Shares in accordance
with generally accepted form;
o Maintain monthly 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 Trust's Telephone Exchange and
Redemption Privileges as described in the Trust'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; and provide all accounts
with confirmation statements reflecting the most recent
transactions, and also provide year-end historical
confirmation statements;
o Provide on request a duplicate set of records for file
maintenance in the Trust's office in St. Petersburg, Florida;
o Out of money received in payment for Share sales, pay to the
Trust's Custodian Account with the Custodian, the net asset
value per Share and pay to the Principal Underwriter its
commission;
o Redeem Shares and prepare and mail (or wire) liquidation
proceeds;
o Pass upon the adequacy of documents submitted by a Shareholder
or his legal representative to substantiate the transfer of
ownership of Shares from the registered owner to transferees;
o From time to time, make transfers upon the books of the Trust
in accordance with properly executed transfer instructions
furnished to FTIS and 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 Trust and proxy proofs checked by the Trust,
print proxy cards; deliver to Shareholders all reports,
prospectuses, proxy cards and related proxy materials of
suitable design for enclosing; receive and tabulate executed
proxies; and furnish a list of Shareholders for the meeting;
o Answer routine correspondence and telephone inquiries about
individual accounts; prepare monthly reports for
correspondence volume and correspondence data necessary for
the Trust's Semi-Annual Report on Form N-SAR;
o Prepare and mail dealer commission statements and checks;
o Maintain and furnish the Trust and its Shareholders with such
information as the Trust may reasonably request for the
purpose of compliance by the Trust with the applicable tax and
securities laws of applicable jurisdictions;
o Mail confirmations of transactions to investors and dealers
in a timely fashion;
o Pay or reinvest income dividends and/or capital gains
distributions to Shareholders of record, in accordance with
the Trust's and/or Shareholder's instructions, provided that:
(a) The Trust 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 Trust shall
furnish FTIS with sufficient fully and
finally collected funds to make such
distribution.
o Prepare and file annual United States information returns of
dividends and capital gains distributions (Form 1099) and mail
payee copies to Shareholders; report and pay United States
income taxes withheld from distributions made to nonresidents
of the United States; and prepare and mail to Shareholders the
notice required by the U.S. Internal Revenue Code as to
realized capital gains distributed and/or retained, and their
proportionate share of any foreign taxes paid by the Trust;
o Prepare transfer journals;
o Set up wire order trades on file;
o Receive payment for trades and update the trade file;
o Produce delinquency and other trade file reports;
o Provide dealer commission statements and 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 a
Trust to each Shareholder who requests it, at no cost to the
Shareholder.
In connection with the Trust's Cash Withdrawal Program, 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.
In connection with Tax Deferred Retirement Plans involving the Trust,
FTIS will:
o Receive and process applications, accept contributions,
record Shares issued and dividends reinvested;
o Make distributions when properly requested; and
o Furnish reports to regulatory authorities as required.
