Franklin Fund Allocator Series Sample Contracts

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT SCHEDULE 1 The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.
Foreign Custody Manager Agreement • February 25th, 2005 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

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MASTER CUSTODY AGREEMENT EXHIBIT A The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.
Master Custody Agreement • April 29th, 2008 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

FRANKLIN LIFESMART™ 2060 RETIREMENT TARGET FUND INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 26th, 2021 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of July 14, 2020, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN LIFESMART™ 2060 RETIREMENT TARGET FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 27th, 2018 • Franklin Fund Allocator Series • Delaware
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 28th, 2015 • Franklin Fund Allocator Series • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of June 1, 2015, is made between FRANKLIN FUND ALLOCATOR SERIES, a Delaware statutory trust (the “Trust”), on behalf of Franklin Payout 2022 Fund and Franklin Payout 2023 Fund (the “Funds”), series of the Trust, and FRANKLIN ADVISERS, INC. (the “Adviser”) a California corporation.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2018 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

Franklin Templeton Fund Allocator Series One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • December 15th, 2011 • Franklin Templeton Fund Allocator Series • California

We, Franklin Templeton Fund Allocator Series, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) 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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 27th, 2013 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • November 25th, 2022 • Franklin Fund Allocator Series

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 series of the Investment Company listed on Exhibit A hereto as such Schedule may be amended from time to time (individually, a “Fund” and collectively, the “Funds”), and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent. This Agreement supersedes the Transfer Agent and Shareholder Services Agreement between the parties.

TERMINAL LINK AGREEMENT EXHIBIT A (Effective as of June 3, 2019)
Terminal Link Agreement • August 16th, 2019 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

FORM OF FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 16th, 2013 • Franklin Templeton Fund Allocator Series • California

This Agreement, dated as of [ __, 2013], is between [[TRUST NAME] (the “Trust”), a Delaware statutory trust, on behalf of] [FUND NAME] (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the [Trust on behalf of the] Fund and Administrator.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2021 • Franklin Fund Allocator Series

This Amendment is dated as of the 29th day of January 2021, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 27th, 2018 • Franklin Fund Allocator Series • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • May 25th, 2016 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • September 27th, 2013 • Franklin Templeton Fund Allocator Series • California

This Subcontract, dated as of May 1, 2013, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • April 27th, 2022 • Franklin Fund Allocator Series • New York

This third Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of March 12, 2021, and shall be effective as of March 12, 2021, between the Customer and J.P. Morgan.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • September 28th, 2020 • Franklin Fund Allocator Series • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • February 28th, 2014 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

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AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 28th, 2015 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 27th, 2022 • Franklin Fund Allocator Series

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FORM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • January 29th, 2021 • Franklin Fund Allocator Series • California

This Subcontract, dated as of ______________, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (the “Administrator”).

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 16th, 2013 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 28th, 2020 • Franklin Fund Allocator Series

This Amendment (“Amendment”), dated as of the 25th day of February, 2020, is entered into separately by and between each Investment Company listed on Exhibit A to the Agreement (as defined below) (each an “Investment Company”) and The Bank of New York Mellon (formerly, The Bank of New York) (the “Custodian”).

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • April 27th, 2022 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2012 • Franklin Templeton Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

MASTER CUSTODY AGREEMENT EXHIBIT A (Effective as of February 2020)
Master Custody Agreement • April 28th, 2020 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

JOINDER TO GLOBAL CUSTODY AGREEMENT
Joinder to Global Custody Agreement • April 27th, 2023 • Franklin Fund Allocator Series • New York

This Joinder (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020 among each of the Customers listed on Annex B thereto (each a “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the New Customers (as defined below) and J.P. Morgan.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2018 • Franklin Fund Allocator Series

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

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