Money Market Portfolios Sample Contracts

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AGREEMENT AND DECLARATION OF TRUST of THE MONEY MARKET PORTFOLIOS a Delaware Business Trust
Agreement and Declaration of Trust • October 31st, 1995 • Money Market Portfolios • Delaware
EXHIBIT A
Master Custody Agreement • October 26th, 2009 • Money Market Portfolios

Franklin Managed Trust Delaware Statutory Franklin Rising Dividends Fund Trust Franklin Money Fund Delaware Statutory Trust

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of The Money Market Portfolios a Delaware Statutory Trust
Agreement and Declaration of Trust • October 29th, 2018 • Money Market Portfolios • Delaware

WHEREAS The Money Market Portfolios (the “Trust”) was formed on July 10, 1992 under the name “The Money Market Portfolios” 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 June 16, 1992 (the “Original Declaration of Trust”); and

MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 25th, 2013 • Money Market Portfolios

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 INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • October 27th, 2022 • Money Market Portfolios • 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 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 Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • October 30th, 2017 • Money Market Portfolios

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 INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • October 24th, 2014 • Money Market Portfolios • 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;

RECITALS
Custody Agreement • October 31st, 1995 • Money Market Portfolios • New York
TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • October 29th, 2018 • Money Market Portfolios • 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.

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • October 27th, 2022 • Money Market Portfolios • 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 • October 29th, 2020 • Money Market Portfolios • 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.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • October 27th, 2022 • Money Market Portfolios • Delaware

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”).

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 29th, 2020 • Money Market Portfolios

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 • October 27th, 2022 • Money Market Portfolios

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 • February 28th, 2012 • Money Market Portfolios

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 • October 27th, 2023 • Money Market Portfolios • 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.

FIFTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • October 27th, 2022 • Money Market Portfolios • New York

This fifth 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”), between the Customer and J.P. Morgan is made and entered into as of June 10, 2022, and shall be effective as of the relevant effective dates set forth below and in Annex I hereto.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 27th, 2008 • Money Market Portfolios

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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MASTER CUSTODY AGREEMENT EXHIBIT A
Master Custody Agreement • October 27th, 2022 • Money Market Portfolios

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
Master Custody Agreement • May 28th, 2010 • Money Market Portfolios

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 • October 27th, 2010 • Money Market Portfolios

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.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • October 26th, 2015 • Money Market Portfolios

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.

THE MONEY MARKET PORTFOLIOS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 29th, 2020 • Money Market Portfolios • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of December 29, 2017, is made between THE MONEY MARKET PORTFOLIOS, a Delaware statutory trust (the “Trust”), and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”), and amends and restates the prior Management Agreement between the Trust and the Manager, dated as of August 27, 1992, and amended as of August 1, 1995.

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