SUBTRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 22nd day of June, 1994 by and between
Franklin Xxxxxxxxx Investor Services, Inc. ("Transfer Agent"), a California
corporation with its principal office at 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxx
Xxxxx, Xxxxxxxxxx, 00000, and The Shareholder Services Group, Inc. ("TSSG"), a
Massachusetts corporation with its principal office at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Transfer Agent serves as transfer agent for the
Franklin/Xxxxxxxxx Group of Funds listed on Exhibit A (the "Funds"), which are
open-end, management investment companies registered under the Investment
Company Act of 1940, as amended (the "Act");
WHEREAS, TSSG provides the following services for a number of
defined contribution plans ("Benefit Plans"): (a) recordkeeping, (b) employee
communications, (c) trustee/custodial and (d) ancillary administrative services;
WHEREAS, Transfer Agent desires that TSSG serve as subtransfer
agent to receive and transmit as agent of the Funds instructions and
confirmations regarding the purchase and redemption of shares of the Funds by
Benefit Plans;
WHEREAS, Transfer Agent agrees to arrange for reimbursement
from the Funds to TSSG in the amount of $4.50 per Benefit Plan participant
account, plus arrange for reimbursement from the Funds for certain out-of-pocket
expenses, in connection with providing such services;
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto hereby agree as follows:
1. APPOINTMENT OF TSSG. Transfer Agent hereby appoints TSSG as
subtransfer agent with respect to shares of the Funds purchased and held by the
Benefit Plans, and TSSG accepts such appointment, on the terms set forth herein.
Transfer Agent or its designee will furnish TSSG, for the Funds, with (1)
confirmed net asset value information at the close of trading (currently 4:00
p.m. New York time) on the New York Stock Exchange (the "Close of Trading") on
each business day that the New York Stock Exchange is open for business (each a
"Business Day"), and (2) dividend and capital gains information as it arises.
Transfer Agent shall use its best efforts to provide such information to TSSG by
6:30 p.m. New York times each Business Day. As subtransfer agent for the Funds,
TSSG shall on behalf of the Transfer Agent and as agent for the Funds: (a)
receive from the Benefit Plans for acceptance as of the Close of Trading on each
Business Day (based upon the Benefit Plans' receipt of instructions from
participants of the Benefit Plans prior to the Closing of Trading on such
Business Days): (i) orders for the purchase of shares of the Funds, and (ii)
redemption requests and redemption directions with respect to shares of the
Funds held by the Benefit Plans ("Instructions"), and (b) upon acceptance of any
such Instructions, communicate such acceptance to the Benefit Plans (a
"Confirmation").
TSSG and Transfer Agent shall cooperate to enable the Funds
and their principal underwriter, Franklin/Xxxxxxxxx Distributors, Inc., via
telecopier or other means as the parties may agree, to receive Instructions by a
time no later than 7:00 a.m. and deliver Confirmations no later than 10:00 a.m.
(in each case, New York Time) on each next following Business Day; provided,
however, that such Instructions will be deemed received on behalf of the Funds
by TSSG as agent for the Funds as of the Close of Trading on such previous
Business Day. TSSG or the Transfer Agent will wire payments, or arrange for
payments to be wired, for either purchase or redemption orders, in immediately
available funds, to a designated account, no later than 1:00 p.m. New York time
on the same Business Day the purchase or redemption orders are communicated to
the Transfer Agent.
2. MAINTENANCE/ACCESS TO RECORDS. TSSG shall maintain and
preserve separate records for the Benefit Plans as required by the terms of its
administrative services agreement between TSSG and the Benefit Plans. Such
records shall reflect shares purchased and redeemed, including the date and
price for all transactions, and account balances.
TSSG agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the
services, and will otherwise comply with all law, rules and regulations
applicable to the services. Upon the request of Transfer Agent or the Funds,
TSSG shall provide copies of all the historical records relating to transactions
involving the Funds and the Benefit Plans, in each case as may reasonably be
requested to enable the Transfer Agent, or successor transfer agent, or the
Funds or any other designated entity, to monitor and review the service, to
maintain proper operation of the Funds, or to comply with a request of a
governmental body, or a self-regulatory organization. TSSG further agrees to
permit the Transfer Agent or any duly designated representative to have
reasonable access to TSSG's personnel and records to monitor and review the
service.
3. REPRESENTATIONS OF TSSG. TSSG represents that:
(a) it has full power and authority to enter into and perform
this Agreement;
(b) it is registered as a transfer agent, and will remain
registered, pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(c) the arrangements provided for in this Agreement will be
disclosed to the Benefit Plans through its representatives;
and
(d) it will promptly notify Transfer Agent in the event that TSSG
is for any reason unable to perform any of its obligations
under this Agreement.
4. REPRESENTATIONS OF TRANSFER AGENT. Transfer Agent represents that:
(a) it has full power and authority to enter into and perform
this Agreement and is duly authorized to appoint TSSG as
subtransfer agent for the Funds;
(b) it is registered as a transfer agent pursuant to Section 17A
of the 1934 Act; and
(c) it will promptly notify TSSG in the event that it is for any
reason unable to perform any of its obligations under this
Agreement;
(d) it will provide TSSG with the number of Fund prospectuses,
proxy materials, quarterly, semi-annual and annual reports
and other Fund communications with respect to each Fund as
TSSG may reasonably request to disseminate to Benefit Plan
participants who purchase shares of the Funds. The Funds
will reimburse TSSG for actual postage expenses incurred by
TSSG in mailing such materials, provided that these
expenses, clearly documented in an invoice format, are fully
agreed to by Transfer Agent and TSSG.
5. CONFIDENTIALITY: SECURITY. Transfer Agent: (a) shall keep
confidential by using the same care and discretion it uses with respect to its
own confidential property and trade secrets, (b) shall not without the express
prior written consent of TSSG (which shall be deemed given hereby with respect
to the Funds and their representatives including Transfer Agent or a successor
thereto, to the extent necessary or appropriate for the proper operation of the
Funds or to monitor the service of the Transfer Agent, and to any governmental
body or self-regulatory organization, to the extent required to comply with
legal requirements and lawful requests) make or permit disclosure of, and (c)
shall cause others to which it makes permitted disclosure to keep confidential:
(i) all proprietary data, software, processes, information and documentation
provided by TSSG or relating to the Benefit Plans (including the identity of the
Benefit Plans and information regarding Participants) ("Proprietary
Information") and (ii) the existence and provisions of this Agreement. Each
party acknowledges that it is its own responsibility to assure that only its
authorized persons utilize its respective internal systems on its behalf;
provided, however, that each party shall only be liable hereunder for use of its
system by unauthorized persons who have obtained access thereto as a result of
the bad faith or willful misconduct of such party or any of its officers or
employees.
6. WARRANTIES: LIABILITY FOR DATA TRANSMISSION. Notwithstanding
anything else in this Agreement to the contrary, TSSG shall have no liability to
Transfer Agent for any losses, damages, injuries, claims, cost or expenses
arising as a result of a delay, omission or error in the transmission of an
Instruction or Confirmation or for machine or computer breakdown or malfunction,
interruption or malfunction of communication facilities, labor difficulties or
any other similar or dissimilar acts of God except where such loss arises as the
result of TSSG's negligence or willful misconduct. TSSG shall assume
responsibility for any loss to the Transfer Agent or to the Funds caused by a
cancellation or correction made subsequent to the date as of which an order or
Instruction has been placed, and TSSG will immediately pay such loss to the
Transfer Agent or the Funds upon notification in which latter event TSSG shall
indemnify and hold Transfer Agent and the Funds harmless against any and all
liability which Transfer Agent or the Fund incurs due to an error or omission by
TSSG in the performance of its services hereunder. This provision is not
intended to provide benefits to anyone other than the Funds (and their agents)
not a party to the Agreement. Transfer Agent shall indemnify and hold TSSG
harmless against any and all liability, loss, damages, costs or expenses which
TSSG has incurred from the effective date of this Agreement or which TSSG may
incur, suffer, or be required to pay due to (1) the Funds' incorrect calculation
of the daily net asset value, dividend rate, or capital gains distribution rate;
or, (2) incorrect reporting of the daily net asset value, dividend rate, or
capital gain distribution rate. Any gain to TSSG, or the Benefit Plans,
attributable to the incorrect calculation or reporting of the daily net asset
value shall be immediately returned to the Funds. TSSG agrees to make a
reasonable effort to recover from the Benefit Plans or Benefit Plans'
participants any material losses incurred by Transfer Agent or the Funds as a
result of the foregoing.
7. VERIFICATION AND INSURANCE. Each such party shall notify the
other of any errors or omissions in any information including the net asset
value and distribution information set forth in paragraph 1 above, and
interruptions in, or delay or unavailability of, the means of transmittal of any
such information as promptly as possible. TSSG agrees to maintain reasonable
Errors and Omissions insurance coverage commensurate with its responsibilities
under this Agreement.
8. NATURE OF RELATIONSHIP. Transfer Agent, the Funds, or their
affiliates may upon inquiry of clients and client prospects inform them of the
existence of this Agreement and the general terms thereof. Neither TSSG nor any
of it employees or agents are authorized to make any representation concerning
the shares of the Funds, without prior written consent, except those contained
in the then current Prospectus and Statement of Additional Information, and in
current printed sales literature of the Funds, copies of which will be supplied
to TSSG upon request; and TSSG shall have no authority to act as agent for the
Funds or for the Transfer Agent except where necessary to perform the services
under this Agreement.
9. INDEMNIFICATION. Except with respect to matters excluded
from liability pursuant to paragraph 5 or 6 hereof or this paragraph 9, each of
Transfer Agent and TSSG (an "Indemnitor") shall indemnify and hold harmless the
other and its respective employees,
officers, directors, partners, trustees, shareholders and agents
("Indemnities"), against any claims or liabilities suffered by all or any of
such Indemnities to the extent arising out of any act of commission or omission
by the Indemnitor relating to this Agreement or the services rendered hereunder,
including reasonable legal fees and other out-of-pocket costs of investigating
or defending against any such claim or liability.
10. NON-EXCLUSIVITY. Transfer Agent acknowledges and agrees that
TSSG may enter into agreements similar to this Agreement with organizations
other than Transfer Agent which also serve as transfer agents for mutual funds.
TSSG acknowledges and agrees that, nothing contained herein shall prohibit
Transfer Agent or any affiliate of Transfer Agent from providing administrative,
subaccounting or recordkeeping services to any employee benefit plan or from
soliciting any such plan or sponsor thereof to enter into any arrangement with
Transfer Agent or any affiliate of Transfer Agent for such services.
11. TERM OF AGREEMENT. This Agreement shall become effective as
of the date first set forth above. This Agreement may be terminated at any time
by either party upon ninety days written notice to the other party.
Notwithstanding the foregoing, this Agreement shall be terminated immediately
upon either (i) a material breach by either party not cured within 30 days after
notice from the other, or (ii) upon termination of services from either party to
the Benefit Plans, failure to terminate for any cause shall not constitute a
waiver of any right to terminate at a later date for any such cause. Upon the
termination of this Agreement for any reason, Transfer Agent shall return to
TSSG all copies of all Proprietary Information which are in the possession or
control of Transfer Agent or any party, including, without limitation,
affiliates of Transfer Agent, to which Transfer Agent distributed such
Proprietary Information. The provisions of paragraph 9 and this paragraph 11
shall survive any termination of this Agreement.
12. NOTICES. All notices and other communications hereunder
shall be in writing and shall be hand delivered or mailed by certified mail to
the other party at the following address or such other address as each party may
give notice to the other:
If to TSSG:
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
If to Transfer Agent:
000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
13. AMENDMENT. ASSIGNMENT AND OTHER MATTERS. This Agreement may
not be amended except by a writing signed by both parties. This Agreement shall
not be assigned by either party without the written consent of the other party,
which consent shall not unreasonably be withheld or delayed; provided, however
that such limitation shall not apply should Transfer Agent cease to be transfer
agent for the Funds and the successor Transfer Agent for the Funds is willing to
assume Transfer Agent's responsibilities hereunder. This Agreement may be
executed in several counterparts, each of which shall be an original but all of
which together shall constitute one and the same instrument. The headings in
this Agreement are for reference only and shall not affect the interpretation or
construction of this Agreement. This Agreement contains the entire agreement of
the parties as to the subject matter hereof and supersedes any prior agreements,
written or oral. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to the
principles of conflicts of law thereof.
14. Arbitration. Any controversy arising out of, or relating to,
this Agreement or the breach thereof, shall be settled by arbitration in San
Mateo, California, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Unless otherwise agreed, any arbitration
hereunder shall be heard by a three-member board of arbitration, with each party
hereto selecting an independent arbitrator within 30 days following a notice to
arbitrate under this Agreement. If a party fails to select an arbitrator within
such time period, the other party may select such arbitrator. The two
arbitrators selected above shall select within 30 days after their appointment a
third arbitrator. A decision of a majority of arbitrators shall be final and
binding upon the parties participating in the arbitration.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
FRANKLIN/XXXXXXXXX INVESTOR SERVICES, INC.
By:/s/XXXXX XXXXX By: /s/XXXXX XXXXXX
--------------------------------------- ---------------------------
Name: XXXXX XXXXX Name: XXXXX XXXXXX
Title: PRESIDENT Title: VICE PRESIDENT
THE SHAREHOLDER SERVICES GROUP, INC.
By:/s/XXXXXX X. XXXXX By:/s/X.X. XXXXXXXXXX XXXXXX
--------------------------------------- --------------------------
Name: XXXXXX X. XXXXX Name: X.X. XXXXXXXXXX XXXXXX
Title: VICE PRESIDENT Title: DIRECTOR
PAGE
EXHIBIT A
FRANKLIN/XXXXXXXXX FUNDS
PARTICIPATING IN SUBTRANSFER AGENCY ARRANGEMENTS
WITH TSSG
Franklin Adjustable Rate Securities Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin's Age High Income Fund
Franklin Balance Sheet Investment Fund
Franklin California Growth Fund
Franklin Convertible Securities Fund
Franklin Custodian Funds-DynaTech Series
Franklin Custodian Funds-Growth Series
Franklin Custodian Funds-Income Series
Franklin Custodian Funds-U.S. Government Securities Series
Franklin Custodian Funds-Utilities Series
Franklin Equity Fund Franklin Equity Income Fund
Franklin Global Government Income Fund
Franklin Global Health Care Fund
Franklin Global Utilities Fund
Franklin Gold Fund
Franklin International Equity Fund
Franklin Investment Grade Income Fund
Franklin Pacific Growth Fund
Franklin Premier Return Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund
Xxxxxxxx Xxxxx-Intermediate U.S. Government Securities Fund
Franklin Small Cap Growth Fund
Franklin/Xxxxxxxxx German Government Bond Fund
Xxxxxxxxx Developing Markets Trust
Xxxxxxxxx Foreign Fund
Templeton Global Infrastructure Fund
Templeton Global Opportunities Trust
Templeton Global Rising Dividends Fund
Xxxxxxxxx Growth Fund, Inc.
Templeton Income Fund
Templeton Real Estate Securities Fund
Templeton Smaller Companies Growth Fund, Inc.
Xxxxxxxxx World Fund
