Franklin California Tax Free Trust Sample Contracts

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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 • June 16th, 2003 • Franklin California Tax Free Trust

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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 26th, 2016 • Franklin California Tax Free Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of March 21, 2016, is made between FRANKLIN CALIFORNIA TAX-FREE TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN CALIFORNIA ULTRA-SHORT TAX-FREE INCOME 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 • October 26th, 2018 • Franklin California Tax Free Trust • Delaware

WHEREAS Franklin California Tax-Free Trust (the “Trust”) was formed on October 18, 2006 under the name “Franklin California Tax-Free Trust” by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of October 18, 2006 (the “Original Declaration of Trust”); and

MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 26th, 2015 • Franklin California Tax Free Trust

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 California Tax-Free Trust One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • October 27th, 2011 • Franklin California Tax Free Trust • California

We, Franklin California Tax-Free Trust, (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.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 27th, 2011 • Franklin California Tax Free Trust

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.

AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN CALIFORNIA TAX-FREE TRUST A DELAWARE STATUTORY TRUST
Trust Agreement • October 26th, 2007 • Franklin California Tax Free Trust • Delaware
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • October 26th, 2023 • Franklin California Tax Free Trust

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, if any, 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. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

TERMINAL LINK AGREEMENT EXHIBIT A (Effective as of October 1, 2019)
Terminal Link Agreement • October 28th, 2019 • Franklin California Tax Free Trust

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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 28th, 2019 • Franklin California Tax Free Trust

This Amendment is dated as of the 1st day of October 2019, 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).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • October 24th, 2014 • Franklin California Tax Free Trust • California

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;

TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • September 7th, 2018 • Franklin California Tax Free Trust • 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.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • October 27th, 2020 • Franklin California Tax Free Trust • 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 • October 24th, 2014 • Franklin California Tax Free Trust

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.

SUBCONTRACT FOR
Subcontract for Fund Administrative Services • October 26th, 2016 • Franklin California Tax Free Trust • California

This Subcontract, dated as of March 21, 2016, is between Franklin Advisers, Inc. (the “Investment Manager”), and Franklin Templeton Services, LLC (the “Administrator”).

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TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • October 26th, 2021 • Franklin California Tax Free Trust

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.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • October 29th, 2012 • Franklin California Tax Free Trust • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 26th, 2021 • Franklin California Tax Free Trust

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).

FORM OF FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • July 27th, 2017 • Franklin California Tax Free 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).

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • October 24th, 2014 • Franklin California Tax Free Trust • California

This Amended and Restated Subcontract, dated as of February 28, 2012, and amended as of May 1, 2014, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 26th, 2021 • Franklin California Tax Free Trust

This Amendment, dated as of May 13, 2020, is to each Distribution Agreement, as amended and/or restated to date (each, an “Agreement”), by and between Franklin Templeton Distributors, Inc., a registered broker-dealer under the provisions of the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (the “Distributor”), and each registered open-end investment company identified on Schedule A (each, an “Investment Company”).

FEE WAIVER AND/OR EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and/or Expense Reimbursement Agreement • October 26th, 2021 • Franklin California Tax Free Trust • California

THIS Fee Waiver and/or Expense Reimbursement Agreement (“Agreement”), dated as of June 1, 2020, is made between each investment company listed on the Schedules hereto (each, a “Trust”), for itself and, as applicable, for each of its series listed on the Schedules hereto (each, a “Fund”), and each of the Franklin Templeton entities that serve as investment manager, administrator and transfer agent for a Fund (“Management”), as identified on the signature page hereto, effective with respect to each Fund and/or class of shares of a Fund (each, a “Class”) as of the date indicated on the Schedules hereto.

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • October 28th, 2005 • Franklin California Tax Free Trust • California
TERMINAL LINK AGREEMENT
Terminal Link Agreement • October 26th, 2015 • Franklin California Tax Free Trust

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.

March 18, 2016
Agreement and Plan of Reorganization • March 31st, 2016 • Franklin California Tax Free Trust

You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Target Fund, which will consist of: (i) the acquisition by FCTFT, on behalf of the Acquiring Fund, of all of the property, assets and goodwill of the Target Fund in exchange solely for full and fractional Class A1 shares of beneficial interest, with no par value, of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the assumption by the Acquiring Fund of all of the Target Fund’s obligations and liabilities; (iii) the distribution of the Acquiring Fund Shares to the holders of Class A shares of beneficial interest, with no par value, of the Target Fund (the “Target Fund Shares”), respectively, according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and (iv) the dissolution of the Target Fund as soon as is practicable after the Closing, all upon and subject to the terms and conditions of the Agreement (the “Reorganization”). Th

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