AMENDMENT TO SELLING AGREEMENT REGARDING RULE 22C-2
You have entered into a Selling Agreement (the "Selling Agreement") with
FRANKLIN ▇▇▇▇▇▇▇▇▇ 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 ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By:/S/▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Date:May 15, 2006
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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.