BANK SERVICE AGREEMENT AND SIGNATURE AUTHORITY RESOLUTIONS
AND CURRENT LIST OF AUTHORIZED SIGNERS
BANK: CITIBANK DELAWARE
I, XXXXXXX X. XXXXXX, hereby certify that:
A. I am the Secretary of the mutual fund(s) identified in List A ("List A
Funds") and List B ("List B Funds"), below, and the Assistant
Secretary of the mutual funds identified in List C ("List C Funds"),
below;
B. the following resolutions ("the Resolutions") were adopted by their
respective boards of directors/trustees (1) by List A Funds and List C
Funds at a meeting on Tuesday, August 22, 1989, and (2) by the List B
Fund by unanimous written consent effective September 5, 1989;
C. the persons named in List D are "Authorized Officers" under the
Resolution for (1) List A Funds, (2) List B Funds, and (3) List C
Funds, as of the date given next to my signature on this Certificate,
below, and are therefore authorized to sign banking agreements with
Citibank Delaware.
The Resolutions
1. Establishment of Bank Depository Relationship
RESOLVED, that pursuant to Section 17(f)(1) of the Investment Company
Act of 1940, Citibank Delaware is hereby appointed a depository for
the deposits of [Fund's name], and the President, Treasurer,
Secretary, and any Vice President, or any of them, are hereby
authorized to execute a bank agreement substantially in the form
presented to the Board of Trustees/Directors at its meeting on
Tuesday, August 22, 1989.
2. Ongoing Banking Relationship - New Services
RESOLVED, that the following officers are "Authorized Officers" of
[Fund's name] ("the Fund"), for the purposes of this resolution: (1) the
President, (2) the Secretary or Assistant Secretary, (3) any Vice
President, and (4) the Treasurer. Pursuant to Section 17(f)(1) of the
Investment company Act of 1940, the following actions are hereby authorized
with regard to products and services offered by Citibank Delaware ("the
Bank"): Any two Authorized Officers may enter into agreements on behalf of
the Fund for products and services (including, without limitation, computer
automated and electronic services for either record keeping or money
transfer), which products or services are offered by the Bank in connection
with the services provided by the Bank under the bank agreement. Any such
agreement may not lower the performance standards, legal liabilities, or
responsibilities of the Bank under the bank agreement. Any two of the
Authorized Officers may also adopt (a) forms of resolution, (b) processing
documentation or procedures, (c) forms of statements or reports, (d) forms
of checks drafts, (e) signature cards, (f) lists of authorized signers for
similar documentation or procedures, as they may deem necessary for the
performance by the Bank of its duties under (i) the bank agreement, or (ii)
any agreement entered into pursuant to the powers granted by this
resolution. Any agreement, resolution, document, or other matter adopted
from time to time pursuant to the powers granted by this resolution shall
be deemed to have been duly authorized by this board.
List A
AGE High Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Gold Fund
Franklin Investment Trust
Franklin Investors Securities Trust
Franklin Money Fund
Franklin New York Tax-Exempt Money Fund
Franklin Option Fund
Franklin Pennsylvania Investors Fund
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Tax-Advantaged U.S. Government Securities Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Universal Trust
Franklin Principal Maturity Trust
Institutional Fiduciary Trust
List B
Franklin Managed Trust
List C
Franklin California Tax-Free Income Fund, Inc.
Franklin Custodian Funds, Inc.
Franklin New York Tax-Free Income Fund, Inc.
List X.
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Date September 6, 1989 /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Secretary/Assistant Secretary
AUTHORIZED OFFICERS' CERTIFICATE
I, the undersigned, hereby certify that I am an Authorized Officer under
the Resolution and that on the date given in this Authorized Officers'
Certificate, below, the persons named in the attached "Authorized Signers
List" (1 Page) were authorized to sign on behalf of (1) List A funds, (2)
List B Funds, and (3) List C Funds, in the capacities set forth in the
Authorized Signers List.
[NOTE: Any 2 Authorized Officers may sign.]
Date: September 11, 1989
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
AUTHORIZED SIGNERS LIST
1. The Persons listed on Page 3 of Attachment V to the ACH Service
Agreement are authorized signers with the authority as set forth in that
Attachment and that Agreement.
2. Any two of the persons listed below, signing together, are authorized
signers with the authority as set forth in the modified version of the
Citibank account signature card a photocopy of which is attached as Exhibit
I to this Authorized Signers List.
Name Signature
Xxxxx Xxxxxxx x /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxx x /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxxxx x /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxx Xxx x /s/ Xxxxx Don
Xxxxx Don
[NOTE: Any 2 Authorized Officers may sign.]
Date: September 11, 1989
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
EXHIBIT I
RESOLVED
1. That Citibank (Delaware) (hereinafter called the "Bank") be and
hereby is designated a depository of the funds of (hereinafter called the
"Corporation") and
(If officer(s) designated office(s) only. For example President, Treasurer
etc. If person(s) other than officer(s) Insert name(s))
appearing
(singly any two jointly or otherwise)
Is/are hereby authorized to sign for and on behalf of this Corporation
checks, drafts and other orders with respect to any funds at any time(s) to
the credit of this Corporation with the Bank and/or against any account(s)
of this Corporation maintained at any time(s) with the Bank. Inclusive of
any such checks, drafts and other orders in favor of any of the above
designated officer(s) and/or other person(s), and that the Bank be and
hereby is authorized (a) to pay the same to the debit of any account(s) of
this Corporation then maintained with it. (b) to receive for deposit to the
credit of this Corporation and/or for collection for the account of this
Corporation, any and all checks, drafts, notes and other instruments for
the payment of money, whether or not endorsed by this Corporation, which
may be submitted to it for such deposit and/or collection, it being
understood that each such item shall be deemed to have been unqualifiedly
endorsed by this Corporation, and (c) to receive, as the act of this
Corporation any and all stop-payment instructions (inclusive of any
relative agreement) with respect to any such checks, drafts or other orders
as aforesaid and reconcilement(s) of account when signed by any one or more
of the officer(s) and/or other person(s) as hereinabove designated.
2. That
(If officer(s) designate office(s) only. For example,
President, Treasurer etc. If person(s) other than officer(s), insert
name(s)
appearing
(singly, any two, jointly or otherwise)
Is/are hereby authorized for and on behalf of this Corporation, to
transact any and all other business with or through the Bank which at any
time(s) may be deemed by the said officer(s) and/or other person(s)
transacting the same to the advisable, including without limiting the
generality of the foregoing authority to (f) execute and deliver to the
Bank, automated customers services and other agreements relative to
performance of various computer services and (g) in reference to any of the
business or transactions hereinbefore in this subdivision "2" referred to,
to make, enter inf., execute and deliver to the Bank such negotiable or non-
negotiable instruments, indemnify or other agreements, obligation,
assignments, endorsements, receipts and/or other documents as may be deemed
by the officer(s) and/or other person(s) so acting to be necessary or
desirable.
3. That the Bank is further authorized to pay to the debt of any
account(s) of this Corporation, any and all checks, drafts and other
instruments for the payment of money drawn in the name of this Corporation
bearing or purporting to bear the facsimile signature(s) of
(If officer(s), designate office(s) only. For example, President,
Treasurer, etc. If person(s) other than officer(s), insert name(s)
appearing
(singly, any two, jointly or otherwise)
Inclusive of any in favor of any person(s) whose facsimile signature(s)
xxxxxxx, if the facsimile signature(s) thereon, regardless of by whom or
what means affixed, resemble(s) the specimen(s) thereof filed with the
Bank.
4. That any and all withdrawals of money and/or other transactions
heretofore had in behalf of this Corporation with the Bank are hereby
ratified, confirmed and approved, and that the Bank (and any interested
third party) may rely upon the authority conferred by this entire
resolution unless, and except to the extent that this resolution shall be
revoked or modified by a subsequent resolution of this Board and until a
certified copy of such subsequent resolution has been received by the Bank
I FURTHER CERTIFY that the following now occupy(ies) the (respective)
office(s) designated in the above quoted resolution and that the same is
(are) duly qualified as such officer(s) and that the specimen(s) of the
facsimile signature(s) below, if any is (are) that (those)of the persons
referred to by title or named in subdivision 3 of the foregoing resolution
as originally adopted:
Names and Titles Specimen Facsimile Signatures
(if applicable)
Name
Title
Name
Title
Name
Title
Name
Title
Name
Title
ACH CUSTOMER AGREEMENT
This is the ACH Customer Agreement between each Fund in the Franklin Group
of Funds (see list in Attachment A) for which it acts as shareholder
services agent ("You" or "company") and Citibank Delaware ("Citibank" or
"We" or "Us") and is part of, and is to be read in conjunction with, the
Citibank Cash Management Services Master Agreement dated September 11,
1989.
Citibank is participating depository financial institution of the Third
District Funds Transfer Association, which is a member of the National
Automated Clearing House Association("NACHA"). Execution of this Agreement
shall permit you to initiate ACH transactions ("Services") in accordance
with the operating rules and procedures of NACHA in existence as of the
date of this agreement and as amended from time to time. All terms in this
Agreement shall have the same meaning as in the NACHA rules unless stated
to the contrary.
The specific Services and our mutual understanding as to your and our
rights and responsibilities as part of the Services, will be described in
the separate Service Agreement ("Service Agreement") attached as Appendix
A.
You shall act as, and have all of the responsibilities of, the Originating
Company. You have chosen Citibank as the Originating Depository Financial
Institution ("ODFI") with all of the accompanying obligations of an ODFI.
Citibank agrees to make a best effort attempt to keep you abreast of
changes in the ACH Payments arena, including amendments to the NACHA
Operating Rules. It is your obligation to comply with the NACHA Rules
("Rules") and Regulation E ("Regulation") as they apply and to be aware of
any changes or updates to such Rules and Regulations including, but not
limited to, the Rules relating to customer authorizations, retention of
records and obligations to the receiving bank.
You agree to maintain a checking account ("Settlement Account") at Citibank
and agree to fund any Entries submitted and against which any rejected or
returned Entries may be credited or debited, as specified in the ACH
Service Agreement. Posting to this account will be with available funds on
the settlement day, or in case of returns, on the day Citibank receives
them, or as otherwise permitted by the ACH Service Agreement.
You will send all Entries to Citibank and Citibank agrees to process these
Entries in accordance with the Rules and Regulations and the procedures
outlined in the Service Agreement.
You represent and warrant now and at the time of each entry that you have:
-complied with all applicable Rules and Regulations;
-breached no warranties of an Originating Company;
-received the appropriate customer authorizations;
-not violated any federal, state or local laws
-regarding electronic funds transfer.
In the event that you breach any of the warranties in this Agreement, you
will indemnify Us and hold Us harmless.
As set forth in Appendix A, we will provide you with information on
returned items as it is provided to Us by the returning institution.
Except as set forth in Appendix A, it shall be your responsibility to
remake, re-submit and correct these items as well as to notify your
customer of such returned items.
We will rely on the accuracy and/or completeness of the information
provided by you. If you discover an error, it is your responsibility to
notify Us and We will use our best efforts to correct the Entry. We will
not, however, be liable for any of your errors.
We will be responsible for Our own negligence or willful misconduct but
will not be responsible for any failure, act or omission of third parties.
In no event will We be liable for any incidental, consequential, indirect
or special damages nor for losses outside of our direct control.
Neither party shall be liable for any loss, claim or damage rising from a
governmental interruption or act of God.
We regard acceptance of this Agreement as the authorization from your
Company's Board of Directors that the person executing it is authorized to
do so. Furthermore, you warrant that the signatory is authorized to
designate persons to perform the specific functions listed on the Service
Agreement. These functions include the initiation, modification and/or
deletion of financial services by facsimile or written communication.
Fees will be Citibank's standard prices or those listed in the separate
pricing schedule attached as Appendix B. After one (1) or two (2) years
from the date given below, depending on the particular service, prices may
be amended upon 30 days prior written notice unless otherwise provided for
in Appendix B. You are responsible for paying any sales or use tax
associated with the Services.
We reserve the right without notice to modify or terminate the ACH Services
to the Customer offered herein if customer has failed to meet its
obligations to Bank. Either Citibank or Company may terminate this
Agreement without payment of any penalty, at any time upon sixty (60) days
written notice thereof delivered by one to the other.
This Agreement, together with Appendices or their attachments, contain our
complete and exclusive agreement with respect the Services.
This Agreement shall be governed by the laws of the State of New York.
Xxxxxx and accepted as of September 11, 1989.
CUSTOMER: FRANKLIN GROUP OF FUNDS CITIBANK:
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Title: Treasurer
CITIBANK DELAWARE ACH SERVICES - LIST OF PARTICIPATING FRANKLIN FUNDS
AGE High Income Fund, Inc.
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income fund
Franklin Gold Fund
Franklin Investment Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin New York Tax-Exempt Money Fund
Franklin New York Tax-Free Income fund, Inc.
Franklin Option Fund
Franklin Pennsylvania Investors Fund
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Tax-Advantaged U.S. Government Securities Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Universal Trust
Franklin Principal Maturity Trust
Institutional Fiduciary Trust
ACH SERVICE AGREEMENT
This Service Agreement and Attachments I, II, III, IV, and V are Appendix
"A" to the ACH Customer Agreement dated September 1, 1989, between Citibank
Delaware ("Bank") and each Fund (see list in Attachment A) in the Franklin
Group of Funds for which it acts as shareholder services agent ("COMPANY").
The following describes the mutual understanding of BANK and COMPANY:
1. COMPANY agrees to prepare and deliver ACH Entries ("Data") to BANK in
files formatted as specified in Attachment I. Each file of Data
delivered to BANK will consist of Batches of PPD Debit entries and
prenotes for the "Autocheck" application and PPD Credit entries and
prenotes for the "Dividend" application.
2. COMPANY agrees to deliver Data to Citibank Delaware according to the
specifications on Attachment II.
3. COMPANY agrees that Data will be delivered on the days indicated on
Attachment III. COMPANY understands that BANK will determine
Settlement Day to be the date specified by COMPANY as the "Effective
Entry Date" in the Batch Header of the file of Data delivered to BANK.
4. COMPANY agrees to meet a "Delivery Cutoff Time" of no later than 12:00
PM Eastern Time on delivery day. Delivery Cutoff Time means the time
at which a tape is received by Citibank Delaware or a transmission to
Citibank Delaware is completed.
5. BANK will deliver Data to the FED on "Processing Day". COMPANY agrees
that Processing Day will be one day prior to Settlement Day for the
Autocheck application and two days prior to Settlement Day for the
Dividend application, and that BANK will use the FED Day Cycle.
6. Should COMPANY deliver Data to BANK for processing on a non-business
day for BANK, COMPANY authorizes BANK to process such data on the
business day immediately following such day.
7. If Data is not received before the Day Cycle deadline on Processing
Day, BANK will process Data through the next available FED window.
8. COMPANY agrees to retain Data on file for two days following Delivery
Date to permit remaking of file at BANK's request.
9. For the Autocheck application, BANK will offset COMPANY's Settlement
Account #3815-1349 for the dollar value of all entries delivered on
Processing Day. For the Dividend application, BANK will offset
COMPANY's Settlement Account #3815-1322 for the dollar value of all
entries delivered on the day following processing Day. Offset
transactions will be posted in aggregate to the Settlement Account. Offset
transactions shall be assigned availability on Settlement Day. COMPANY
understands that final determinations of Settlement Day,
notwithstanding paragraph (3) above, shall be the day on which the FED
settles for such transactions with BANK.
10. BANK will make a best effort to advise COMPANY by phone within three
hours, but in no case later than one business day, after rejecting a
File of Data or an Individual Entry.
BANK will reject a File of Data if the dollar amount of the file
delivered exceeds $
BANK will reject individual Entries if the dollar amount of such entry
exceeds $
11. For the Autocheck application, entries received by BANK destined for
non-ACH member XXXXX will be processed as PAC'S. For the Dividend
application, entries received by BANK destined for non-ACH member
XXXXX will be rejected.
12. Return items received by BANK from the Federal Reserve Bank will be
posted by BANK to COMPANY'S Settlement Account individually.
Returns of debit originations received will be resubmitted to the FED
for collection if so specified by COMPANY on Attachment IV.
13. At COMPANY'S request, BANK will make changes to Data which has been
delivered to BANK, but which BANK has not yet delivered to the Federal
Reserve Bank, within the authorizations set forth upon Attachment V.
BANK reserves the right to refuse a request for a change to the Data
if in BANK'S opinion there is not sufficient time to effect the change
prior to delivery of Data to the Federal Reserve Bank.
14. BANK will provide COMPANY information about Returned ACH Entries
posted to COMPANY'S Settlement Account Via CitiCash Manager.
BANK will provide COMPANY information about Returned PAC Items posted
to COMPANY's Settlement Account via faxed report. All returned PACs
will be express mailed to COMPANY.
15. COMPANY will fund/withdraw funds from the Settlement Accounts as
specified on Attachment IV.
16. BANK will notify COMPANY promptly of any changes in these procedures
as specified in Attachment V.
This Service AGREEMENT may be amended, according to the terms of the ACH
Customer Agreement, either by mutual consent or by BANK, upon 45 days
written notice to COMPANY.
FRANKLIN GROUP OF FUNDS
COMPANY SIGNATURE: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
BANK SIGNATURE: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
ACH SERVICE AGREEMENT ATTACHMENT I
DATA FORMAT
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Debits (Autochecks)
Preauthorized Consumer Credits (Dividends)
Data will be delivered to BANK in the applicable NACHA "PPD"
format, as in effect from time to time.
ACH SERVICE AGREEMENT ATTACHMENT II
DATA DELIVERY SPECIFICATIONS
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Debits (Autochecks)
Preauthorized Consumer Credits ( Dividends)
Files of payment data for the Autocheck application will be
electronically transmitted to Citibank Delaware.
Files of payment data for the Dividend application will be
delivered to Citibank Delaware on magnetic tape via
courier. Payment data for the Dividend application may
be electronically transmitted to Citibank at a future
date that has been mutually agreed-upon by both Xxxxxxxx
and Citibank and after sufficient testing has been
completed.
ACH SERVICE AGREEMENT ATTACHMENT III
ACH DATA TRANSMISSION SCHEDULE
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Debits (Autochecks)
ACH Operations needs to be informed of your file processing schedule(s) to
insure timely handling of your payment transactions. We will create a
processing schedule that tells us when to expect the receipt of data from
you. If you change your file delivery dates you must let us know in advance
so that we may correctly anticipate the receipt of your file.
Attached is a blank calendar for 1989. Our Bank holidays are shown. Please
indicate with an "X" each date on which we will receive your tape or
transmission for ACH processing. Please mark the associated settlement
(transaction posting) date with an "o". Note: This is the date that is in
positions 70 - 75 in the Batch Header Record of an ACH formatted file. We
will review this Calendar and contact you if there are any conflicts in
your anticipated settlement dates.
ACH SERVICE AGREEMENT ATTACHMENT IV
SERVICE OPTIONS
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Debits (Autochecks)
1. COMPANY will transfer funds into or out of the Settlement Account as
follows(choose one or more):
CONCENTRATION TRANSACTIONS
COMPANY will initiate an ACH Debit entry through Bank of America equal
to the amount of all entries originated.
FUNDING TRANSFERS
For debit balances as a result of returned ACH Debit entries, COMPANY
will pay them each day by originating that day an ACH Credit entry
through Bank of America to the account for an amount equal to the
debit balance.
2. COMPANY authorizes BANK to resubmit to the FED Debit Originations
which have been returned to BANK for
(x) Return Reason Code RO9 - Uncollected Funds
Number of times to resubmit 1
Minimum dollar amount to re-submit $
Maximum dollar amount to re-submit $
Maximum age (number of days from original effective date) 7
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
COMPANY SIGNATURE DATE: 9/11/89
ACH SERVICE AGREEMENT ATTACHMENT IV
SERVICE OPTIONS
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Credits (Dividends)
1. Company will transfer funds into or out of the Settlement Account as
follows (choose one or more):
CONCENTRATION TRANSACTIONS
For credit balances as a result of returned ACH Credit entries,
COMPANY will initiate an ACH Debit entry to the account through Bank
of America for an amount equal to the credit balance.
FUNDING TRANSFERS
COMPANY will initiate an ACH Credit entry through Bank of America
equal to the amount of all entries originated.
FRANKLIN GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
COMPANY SIGNATURE DATE: 9/11/89
ACH SERVICE AGREEMENT ATTACHMENT V
AUTHORIZATIONS AND CONTRACTS
COMPANY: Franklin Administrative Services, Inc.
APPLICATION: Preauthorized Consumer Debits (Autochecks)
Preauthorized Consumer Credits (Dividends)
COMPANY hereby authorizes the following individuals to provide BANK with
information or instructions, or receive information from BANK, as
indicated. Where "Signature" authorization is required, BANK will not
process a requested change until a signed request form is received by FAX
from COMPANY.
1. Changes to Data after Delivery
(a) Delete a File or Batch
Authorized by One Signature
Authorized Individuals:
Xxxxx Xxxxxx, Xxx Xxxx, Xxxxx Xxxxxx
(b) Change Batch Effective Date
Authorized by one Signature
Authorized Individuals:
Xxxxx Xxxxxx, Xxx Xxxx, Xxxxx Xxxxxx
(c) Add Entry Detail
Not Authorized
(d) Change Entry Detail - Dollar Amount
Authorized by One Signature (Autochecks)
Authorized Individuals: Xxxx Xxxxxxx or Xxxxxxx Xxxxx
Authorized by Two Signatures (Dividends)
Authorized Individuals: Xxxxx XxXxxxxx or Xxxxx Xxxxx
and Xxxx Xxxxxxxx or Xxx Xxxx
(e) Change Entry Detail - ABA Number or Account Number
Authorized by One Signature (Autochecks)
Authorized Individuals: Xxxx Xxxxxxx or Xxxxxxx Xxxxx
Authorized by Two Signatures (Dividends)
Authorized Individuals: Xxxxx XxXxxxxxx or Xxxxx Xxxxx
and Xxxx Xxxxxxxx or Xxx Xxxx
(f) Change Entry Detail - Non-Financial Fields
Authorized by One Signature (Autochecks)
Authorized Individual: Xxxx Xxxxxxx or Xxxxxxx Xxxxx
Authorized by One Signature (Dividends)
Authorized Individuals: Xxxxx XxXxxxxx or Xxxxx Xxxxx
(g) Delete an Entry Detail
Authorized by two signatures (Autochecks)
Authorized Individuals:
Xxxxx Xxxxx, Xxxx Xxxxx, or Xxxxxxxx Xxxxxx
and Xxxx Xxxxxxx or Xxxxxxx Xxxxx
Authorized by Any Two Signatures (Dividends)
Authorized Individuals:
Xxxx Xxxxxxxx, Xxx Xxxx, Xxxxx XxXxxxxx, Xxxxx Xxxxx
2. Contact for Notification of Changes in BANK procedures or daily
operations issues:
Name: Xxxxxxxx Xxxxxxx Bolt
Telephone: 415/000-0000
3. Contact for tape or transmission delivery issues:
Name: Xxxxx Xxxxxx
Telephone: 415/000-0000
4. Contact for delivery of paper reports or advices:
Name: Xxxx Xxxxx
Address: 000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 415/000-0000 XXX: 415/000-0000
Please provide below signatures of the individual(s) listed on the previous
page as having signature authorization power:
Signature /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Signature /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Signature /s/ Xxxxx XxXxxxxx
Xxxxx XxXxxxxx
Signature /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Signature /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Signature /s/ Xxx Xxxx
Xxx Xxxx
Signature /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Signature /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Signature /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Signature /s/ Xxxx Xxxxx
Xxxx Xxxxx
Signature /s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
COMPANY SIGNATURE DATE: 9/11/89
APPENDIX B
CITICORP/CITIBANK ACH PAYMENTS
Franklin Administrative Services, Inc.
Corporation Price List
The following prices are guaranteed through July 1991.
ITEM PRICING PRICE
ACH Credit/Debit Items: $ .045
PAC Per Item $ .010
Fed Nighttime Surcharge - Debit $ .035
Fed Nighttime Surcharge - Credit $ .015
RETURNED ITEMS PRICE
Return Items - Retired (Less than 15 days) 1.00
Return Item - Retired (More than 15 days) 5.00
Dishonored Items - Customer Requested 15.00
ACH Return Resubmitted 1.00
PAC Return Item 10.00
OTHER PRICE
ACH File Maintenance (Waived through 7/90) 100.00
Warehouse Item Update 10.00
Warehouse Item Delete 5.00
Item Reversals 5.00
File Reversals 35.00
Retrieval Request 20.00
Investigation 20.00
OTHER PRICE
Exception Item Advice 5.00
Advice-Fax 15.00
Courier Free 10.00
Data Transmission Per File * 10.00
Tape Handling Charge Per File 10.00
Demand Deposit Account 85.00
CitiCash Manager System, Base Charge (Waived through 7/90) 135.00
CitiCash Manager Report 3.20
* Telecommunication line charges will be expensed to the customer if
Citibank initiates the connection.
CITIBANK DELAWARE ACCOUNT AGREEMENT
CORPORATE ACCOUNT NUMBER (8 Digits) 3815-1322
TAXPAYER I.D. NUMBER 00-0000000
PARENT COMPANY NAME Franklin Administrative Services, Inc.
CORPORATE ACCOUNT NAME * (see below)
GENERAL CORRESPONDENCE ADDRESS 000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, CA 94404
ACCOUNT INFORMATION
RULE OFF CYCLE: [x] MONTHLY [ ] WEEKLY [ ] SEMI MONTHLY
[ ] FLEXIBLE [ ] DAILY
ACT (AUTOMATED CASH TRANSFER): [ ] YES [x] NO
COMPENSATION TYPE: [ ] FEE BASED (AUTOMATIC DEBIT) [x] BALANCE BASED
SPECIAL MAILING INSTRUCTIONS FOR CHECKING STATEMENTS:
[ ] SAME AS GENERAL CORRESPONDENCE ADDRESS
[x] DIFFERENT: FAS Accounting Attn: Xxxxx Xxx
000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, CA 94404
In consideration of your opening the account, and continuing the same from
time to time in your discretion, the undersigned xxxxxx agrees to be bound
by Citibank's rules governing this account, as they may be amended from
time to time.
FOR: FRANKLIN GROUP OF FUNDS By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
DATE: 9-11-89 AUTHORIZED SIGNATURE /s/ X X Xxxxxxxxx
X X Xxxxxxxxx
Note: Initial are required next to any cross-outs or other
corrections/erasures.
* Franklin Administrative Services, Inc., as agent, nominee, and custodian
for each fund in the Franklin Group of Funds, as agent, nominee, and
custodian for each of their shareholders.
CITIBANK DELAWARE ACCOUNT AGREEMENT
CORPORATE ACCOUNT NUMBER (8 Digits) 3815-1349
TAXPAYER I.D. NUMBER 00-0000000
PARENT COMPANY NAME Franklin Administrative Services, Inc.
CORPORATE ACCOUNT NAME *(See below)
GENERAL CORRESPONDENCE ADDRESS 000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, CA 94404
ACCOUNT INFORMATION
RULE OFF CYCLE: [x] MONTHLY [ ] WEEKLY [ ] SEMI MONTHLY
[ ] FLEXIBLE [ ] DAILY
ACT (AUTOMATED CASH TRANSFER): [ ] YES [x] NO
COMPENSATION TYPE: [ ] FEE BASED (AUTOMATIC DEBIT) [x] BALANCE BASED
SPECIAL MAILING INSTRUCTIONS FOR CHECKING STATEMENTS:
[ ] SAME AS GENERAL CORRESPONDENCE ADDRESS:
[x] DIFFERENT: FAS Accounting Attn: Xxxxx Xxx
000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, CA 94404
In consideration of your opening to the account, and continuing the same
from time to time in your discretion, the undersigned xxxxxx agrees to be
bound by Citibank's rules governing this account, as they may be amended
from time to time.
FOR: FRANKLIN GROUP OF FUNDS BY: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
DATE: 9-11-89 AUTHORIZED SIGNATURE BY: /s/ X X Xxxxxxxxx
X X Xxxxxxxxx
Note: Initials are required next to any cross-outs or other
corrections/erasures.
* Franklin Administrative Services Inc., as agent, nominee, and custodian
for each fund in the Franklin Group of Funds, as agent, nominee, and
custodian for each of their shareholders.
CITIBANK CASH MANAGEMENT SERVICES
MASTER AGREEMENT
This is the Master Agreement between each fund (see list in attachment A)
in the Franklin Group of Funds for which it acts as shareholder services
agent, (from now on "Customer" or "You") and Citibank Delaware (from now on
"Bank" or "We"), dated September 11, 1989, by which the Bank will provide
various Cash Management Services which the Customer will use. The specific
Cash Management Services provided and used are individually referred to in
subagreements and related product appendices. Each appendix contains
provisions which are specific to the particular service chosen by the
Customer. Appendices are not effective until properly executed. This
Agreement and the appendices are not effective until properly executed.
This Agreement and the appendices are designed to be read together. Where
there is a conflict in terms or meaning then the appendix meaning will
apply. All other provisions of this Agreement will remain effective.
Customer is responsible for appointing officials who will be authorized by
Customer to initiate instructions with Bank. When the Bank receives a
written communication from an official so authorized we will act and rely
on this communication that the instruction is approved by Customer's Board
of Directors. The officials will also be responsible for issuing, modifying
and maintaining passwords, identification numbers and codes when required.
We are responsible for failures for our equipment and software and for
willful misconduct or gross negligence of our employees and duly authorized
agents in providing Cash Management Services. We are not responsible for
acts or omissions of third parties. We are not liable for any indirect,
incidental, consequential or special damages, nor for other losses outside
our direct control.
Fees will be those agreed upon from time to time and do not include any
taxes which are solely Customer's responsibility.
Customer may cancel this Agreement or any appendix by giving us written
notice 30 days in advance. After the notice period, customer will not be
billed for services terminated. Because of the nature of Cash Management,
we must reserve the right to modify or terminate a particular service
without notice. We will give you reasonable notice where it is possible.
This agreement and services provided through it may not be delegated to any
subsidiary or parent of the Bank without advanced written approval by the
Customer.
All materials which we provide You with are the BANK's exclusive and
confidential property. Customer must keep there materials confidential by
using the same precautions You use when guarding Your own trade secrets.
Materials as used means software, programs, data bases, operating
documentation, trade secrets, proprietary data, processes and other
documentation but does not include those items which are in the public
domain or legally required to be made public. If a particular service is
terminated all materials relating to the service must be returned to Bank
within 30 days. At the end of this Agreement, all materials must be
returned. Nothing within this Agreement or any appendix will affect the
copyright status of any material and the provisions of this paragraph will
apply whether or not such property is copyrighted.
The Master Agreement, together with the subagreements and appendices You
select to implement a service and the respective product description and
pricing schedule and the Short Form Bank Agreement ("Bank Agreement") is
our entire Agreement with respect to Cash Management Services and
supersedes any prior or contemporaneous oral or written agreements. In the
event of any conflict or inconsistency, the provisions of the Bank
Agreement shall control. This Agreement will be interpreted under the New
York Law and the applicable laws and rules of any facility or intermediary
through which any service is provided.
CUSTOMER: (see list in attachment A) CITIBANK DELAWARE
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
signature Signature
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Print Print
Title: Vice President Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx x. Xxxxxxxxx
signature
Xxxxxxx X. Xxxxxxxxx
Print
Title: Treasurer
Date: 9/11/89
CITIBANK DELAWARE ACH SERVICES - LIST OF PARTICIPATING FRANKLIN FUNDS
AGE High Income Fund, Inc.
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Gold Fund
Franklin Investment Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin New York Tax-Exempt Money Fund
Franklin New York Tax-Free Income Fund, Inc.
Franklin Option Fund
Franklin Pennsylvania Investors Fund
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Tax Advantaged U.S. Government Securities Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Universal Trust
Franklin Principal Maturity Trust
Institutional Fiduciary Trust
CITIBANK CASH MANAGEMENT SERVICES
CITICASH MANAGER SUB-AGREEMENT
This page is the CitiCash Manager (CCM) sub-agreement and when properly
executed by Citibank and Customer is part of, and is to be read in
conjunction with, the CMS Master Agreement dated September 11, 1989.
Terminals
The CCM System will accept a large variety of cathodes ray tubes and
printing terminals. Bank will advise Customer about those which are
compatible with the System. It is Customer's responsibility to obtain and
maintain its own terminal and communications link to us, and to ensure that
its use of such terminal and communications link is in compliance with the
applicable requirements of law, including any requirements of
telecommunications authorities. Bank cannot be responsible for any failure
or capacity reductions in any communications for which it may have
contracted with public communications authorities or private communication
carriers.
Security
CCM has been designed so that it may be operated only upon entry of valid
ID, accompanied by a unique password. Control of each password is the
responsibility of each official who uses the System. CCM utilizes a Forced
Password Change. This feature requires CCM Users to change their password
at periodic intervals selected by your Security Manager. Passwords not
changed within 10 days of expiration will become automatically disabled. We
will consider any access to the CCM System through use of valid ID and
correct corresponding password, to be duly authorized and we will carry out
any instruction given within the access capability associated with the ID,
regardless of the actual identity of the individual who is actually
operating the System. While we will accept responsibility for unauthorized
access to the System by our employees, we cannot be liable for unauthorized
access by your employees similarly, we cannot accept responsibility for
errors, failures, acts of omissions of communications carriers,
correspondents or clearinghouses through which we effect your instructions
or receive or transmit information.
CUSTOMER: FRANKLIN GROUP OF FUNDS CITIBANK
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Signature Signature
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Printed Printed
Title: Vice President Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Signature
Xxxxxxx X. Xxxxxxxxx
Print
Title: Treasurer
Date: 9/10/89
CITIBANK CASH MANAGEMENT SERVICES
PRODUCT APPENDIX
CitiCash Manager: Inquiries Module
Citibank Balances and Transactions Only
This page is a "Product Appendix" referred to in the Master Agreement
regarding Cash Management Services between your Company and the undersigned
Bank, dated September 11, 1989, and forms a part of such Master Agreement.
Product Descriptions: The "Inquiries" module provides you with information
concerning balances in your Citibank, Delaware accounts and related
transaction details. Balance and transaction detail is available for the
prior day and for the 45 day period prior to that. In addition, some
account balance and transaction information is available on a same-day,
real-time basis. A detailed description of how to use this module is given
in the CitiCash Manager User Guide.
Special Note: Real-time data are subject to adjustment without notice
before our books are closed for the banking day.
CUSTOMER: FRANKLIN GROUP OF FUNDS CITIBANK DELAWARE
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Signature Signature
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Print Print
Title: Vice President Title: vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Signature
Xxxxxxx X. Xxxxxxxxx
Print
Title: Treasurer
Date: 9/11/89
SHORT FORM BANK AGREEMENT
DEPOSITS AND DISBURSEMENTS OF FUNDS
This Agreement is made as of September 11, 1989, between each fund listed
in attachment A ("Fund"), a Registered Investment Company [organization
type],and Citibank Delaware (Bank), a [jurisdiction and type of bank].
WITNESSETH:
WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a open-end
manager company and desires that its cash shall be held and administered by
the Bank pursuant to the terms of this Agreement; and
WHEREAS, the Bank has an aggregate capital, surplus, and undivided
profits in excess of Two Million Dollars ($ 2,000,000), and has its
functions and physical facilities supervised by federal authority and is
ready and willing to serve pursuant to and subject to the terms of this
Agreement:
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Fund, and Bank agree as follows:
1. Receipt and Disbursement of Money
a. Bank shall open and maintain a separate account or accounts in
such name(s) as the Fund requires, subject only to draft or order by Bank
acting pursuant to the terms of this Agreement, ("Direct Demand Deposit
Account"). Bank shall hold in such account or accounts, subject to the
provisions hereof, all funds received by it from or for the accounts of the
Fund. This shall include, without limitation, the proceeds from the sale of
capital shares of the Fund which shall be received along with proper
instructions from the Fund.
b. Bank shall make payments of cash to, or for the account of, the
Fund from such cash or Direct Demand Deposit Account as requested by the
Fund. Before making any such payment, Bank shall receive and may rely upon
orders from the Fund for the payment of money. Such orders may include, but
are not limited to, orders ("entries") specified in the ACH Service
Agreement.
Fund acknowledges that Bank is acting upon orders of the Fund in
performing the services provided for in this Agreement, that Bank has no
knowledge as to the particular requirements of the Fund, or any payee of a
payment order under this Agreement.
Bank is hereby authorized to endorse and collect for the account of
the Fund all checks, drafts or other orders for the payment of money,
including, without limitation, electronic funds transfers, received by Bank
for the account of the Fund.
2. Reports by Bank
Bank shall each business day make available to the Fund information in
such detail as has been agreed upon relating to all transactions and
entries to the account of the Fund for the preceding day. Bank shall
furnish such other reports as may be mutually agreed upon from time to
time.
3. Compensation
Bank shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in
writing between the two parties.
4. Liabilities and Indemnifications
a. Bank shall not be liable for any action taken in good faith upon
any proper instructions herein described or certified copy of any
resolution of, the Board of Directors/Trustee/General Partner, and may rely
on the genuineness of any such document which it may in good faith believe
to have been validly executed.
b. The Fund agrees to indemnify and hold harmless the Bank and its
nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including reasonable counsel fees) incurred or assigned
against it or its nominee in connection with the performance of this
Agreement, except such as may arise from negligent action, negligent
failure to act or willful misconduct of Bank or its nominee.
5. Records
Bank hereby acknowledges that all of the records it shall prepare and
maintain pursuant to this Agreement shall be the property of the Fund and,
if and to the extent applicable, of the principal underwriter of the shares
of the Fund, and that upon proper instructions of the Fund or each
principal underwriter, if any, or both, it shall:
a. Xxxxxxx said records to the Fund, principal underwriter or a
successor Bank, as appropriate;
b. Provide the auditors of the Fund or principal underwriter or any
securities regulatory agency with a copy of such records without charge;
and provide the Fund and successor Bank with a reasonable number of reports
and copies of such records at a mutually agreed upon charge appropriate to
the circumstances; and
c. Permit any securities regulatory agency to inspect or copy during
normal business hours of the Bank any such records.
6. Appointment of Agents
a. Bank shall have the authority, in its discretion, to appoint an
agent or agents to do and perform any acts or things for and on behalf of
the Bank, pursuant at all times to its instructions, as the Bank is
permitted to do under this Agreement.
b. Any agent or agents appointed to have physical custody of deposits
held under this Agreement or any part thereof must be a bank, or banks, as
that term is defined in Section 2(a) (5) of the 1940 act, having an
aggregate, surplus and individual profits of not less than $2,000,000 (or
such greater sum as may then be required by applicable laws).
7. Assignment and Termination
a. This Agreement may not be assigned by the Fund or the Bank without
written consent of the other party.
b. Either the Bank or the Fund may terminate this Agreement without
payment of any penalty, at any time upon one hundred twenty (120) days
written notice thereof delivered by one to the other, and upon the
expiration of said one hundred twenty (120) days, this Agreement shall
terminate. The Fund shall select such successor Bank within sixty (60) days
after the giving of such notice of termination, and the obligation of the
Bank named herein to deliver and transfer over said assets directly to such
successor Bank shall commence as soon as such successor is appointed and
shall continue until completed. At any time after termination hereof the
Fund may have access to the records of the administration of this
relationship whenever the same may be necessary.
Notwithstanding the above, Bank has the right without notice to modify or
terminate ACH services to the Fund as described in the ACH Customer
Agreement if the Fund has failed to meet its obligations to Bank under that
Agreement, or otherwise, upon thirty (30) days notice to the Fund. The Fund
will not be billed for services terminated.
c. If after termination of the services of the Bank, no successor
Bank has been appointed within the period above provided, the Bank may
deliver the cash (deposits) owned by the Fund to a bank or trust company of
its own selection having an aggregate capital, surplus and undivided
profits of not less than Two Million Dollars ($2,000.000) (or such greater
sum as may then be required by the laws and regulations governing the
conduct by the Fund of its business as an investment company) and having
its functions and physical facilities supervised by federal or state
authority, to be held as the property of the Fund under the terms similar
to those on which they were held by the retiring Bank, whereupon such bank
or trust company so selected by the Bank shall become the successor Bank
with the same effect as though selected by the Board of Directors of the
Fund.
8. California Department of Insurance
Should the California Department of Insurance (the "Department")
succeed to control of the Fund's assets in the event of the insolvency of
the Fund, the Bank shall, upon notice of such succession in writing to the
Bank by the Department, recognize the Department's succession to the
Trust's rights and obligations under this Agreement and, accordingly, will
cease to accept instructions from all proper officers of the Fund and shall
accept instructions hereunder from those persons identified to the Bank in
writing by the Department.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
(See attachment A) Citibank Delaware
(Fund's Name) (Bank's Name)
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer
CITIBANK DELAWARE ACH SERVICES - LIST OF PARTICIPATING FUNDS
AGE High Income Fund, Inc.
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Gold Fund
Franklin Investment Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin New York Tax-Exempt Money Fund
Franklin New York Tax-Free Income Fund, Inc.
Franklin Option Fund
Franklin Pennsylvania Investors Fund
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Tax-Advantaged U.S. Government Securities Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Universal Trust
Franklin Principal Maturity Trust
Institutional Fiduciary Trust
