SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
This Subcontract for Fund Administrative Services
("Subcontract") is made as of March 1, 2008 between FRANKLIN ADVISERS,
INC., a California corporation, hereinafter called the "Investment
Manager," and FRANKLIN XXXXXXXXX SERVICES, LLC (the "Administrator").
In consideration of the mutual agreements herein made, the
Administrator and the Investment Manager understand and agree as
follows:
I. Prime Contract.
This Subcontract is made in order to assist the Investment Manager in
fulfilling certain of the Investment Manager's obligations under each
investment management and investment advisory agreement ("Agreement")
between the Investment Manager and each Investment Company listed on
Exhibit A, ("Investment Company") for itself or on behalf of each of
its series listed on Exhibit A (each, a "Fund"). This Subcontract is
subject to the terms of each Agreement, which is incorporated herein
by reference.
II. Subcontractual Provisions.
(1) The Administrator agrees, during the life of this
Agreement, to provide the following services to each Fund:
(a) providing office space, telephone, office equipment
and supplies for the Fund;
(b) providing trading desk facilities for the Fund, unless
these facilities are provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for
payment on behalf of the Fund;
(d) supervising preparation of periodic reports to
shareholders, notices of dividends, capital gains distributions and
tax credits; and attending to routine correspondence and other
communications with individual shareholders when asked to do so by
the Fund's shareholder servicing agent or other agents of the Fund;
(e) coordinating the daily pricing of the Fund's
investment portfolio, including collecting quotations from pricing
services engaged by the Fund; providing fund accounting services,
including preparing and supervising publication of daily net asset
value quotations, periodic earnings reports and other financial data;
and coordinating trade settlements;
(f) monitoring relationships with organizations serving
the Fund, including custodians, transfer agents, public accounting
firms, law firms, printers and other third party service providers;
(g) supervising compliance by the Fund with recordkeeping
requirements under the federal securities laws, including the 1940
Act and the rules and regulations thereunder, and under other
applicable state and federal laws; and maintaining books and records
for the Fund (other than those maintained by the custodian and
transfer agent);
(h) preparing and filing of tax reports including the
Fund's income tax returns, and monitoring the Fund's compliance with
subchapter M of the Internal Revenue Code, as amended, and other
applicable tax laws and regulations;
(i) monitoring the Fund's compliance with: 1940 Act and
other federal securities laws, and rules and regulations thereunder;
state and foreign laws and regulations applicable to the operation of
investment companies; the Fund's investment objectives, policies and
restrictions; and the Code of Ethics and other policies adopted by
the Investment Company's Board of Trustees or Directors ("Board") or
by the Fund's investment adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial
personnel needed to carry out the above responsibilities;
(k) preparing and filing regulatory reports, including
without limitation Forms N-1A and NSAR, proxy statements, information
statements and U.S. and foreign ownership reports; and
(l) providing support services incidental to carrying out
these duties.
Nothing in this Agreement shall obligate the Investment Company or
any Fund to pay any compensation to the officers of the Investment
Company. Nothing in this Agreement shall obligate the Administrator
to pay for the services of third parties, including attorneys,
auditors, printers, pricing services or others, engaged directly by
the Fund to perform services on behalf of the Fund.
(2) The Investment Manager agrees to pay to the Administrator
as compensation for such services a monthly fee equal on an annual
basis to 0.15% of the first $200 million of the average daily net
assets of each Fund during the month preceding each payment, reduced
as follows: on such net assets in excess of $200 million up to $700
million, a monthly fee equal on an annual basis to 0.135%; on such
net assets in excess of $700 million up to $1.2 billion, a monthly
fee equal on an annual basis to 0.1%; and on such net assets in
excess of $1.2 billion, a monthly fee equal on an annual basis to
0.075%.
From time to time, the Administrator may waive all or a portion of
its fees provided for hereunder and such waiver shall be treated as a
reduction in the purchase price of its services. The Administrator
shall be contractually bound hereunder by the terms of any publicly
announced waiver of its fee, or any limitation of each affected
Fund's expenses, as if such waiver or limitation were fully set forth
herein.
(3) This Subcontract shall become effective on the date written
above and shall continue in effect as to each Investment Company and
each Fund so long as (1) the Agreement applicable to the Investment
Company or Fund is in effect and (2) this Subcontract is not
terminated. This Subcontract will terminate as to any Investment
Company or Fund immediately upon the termination of the Agreement
applicable to the Investment Company or Fund, and may in addition be
terminated by either party at any time, without the payment of any
penalty, on sixty (60) days' written notice to the other party.
(4) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or of reckless disregard
of its duties and obligations hereunder, the Administrator shall not
be subject to liability for any act or omission in the course of, or
connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Subcontract to be executed by their duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /s/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
President & Chief Investment Officer
FRANKLIN XXXXXXXXX SERVICES, LLC
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President
SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
BETWEEN
FRANKLIN ADVISERS, INC.
AND
FRANKLIN XXXXXXXXX SERVICES, LLC
EXHIBIT A
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INVESTMENT COMPANY SERIES---(IF APPLICABLE)
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Franklin California Tax-Free
Income Fund
Franklin California Tax-Free Trust Franklin California Insured Tax-Free
Income Fund
Franklin California Tax-Exempt Money Fund
Franklin California Intermediate-Term
Tax-Free Income Fund
Franklin Capital Growth Fund
Franklin Custodian Funds Franklin Dynatech Fund
Franklin Growth Fund
Franklin Income Fund
Franklin Utilities Fund
Franklin U.S. Government Securities Fund
Franklin Federal Tax- Free Income
Fund
Franklin Gold and Precious Metals
Fund
Franklin High Income Trust Franklin High Income Fund
Franklin Investors Securities Franklin Convertible Securities Fund
Trust Franklin Equity Income Fund
Franklin Limited Maturity U.S. Gov.
Securities Fund
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Franklin Municipal Securities Franklin California High Yield Municipal
Trust Fund
Franklin Tennessee Municipal Bond Fund
Franklin New York Tax-Free Trust Franklin New York Tax-Exempt Money Fund
Franklin New York Insured Tax-Free
Income Fund
Franklin New York Intermediate-Term
Tax-Free Income Fund
Franklin New York Tax-Free Income
Fund
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INVESTMENT COMPANY SERIES---(IF APPLICABLE)
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Franklin Strategic Mortgage
Portfolio
Franklin Strategic Series Franklin Flex Cap Growth Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Natural Resources Fund
Franklin Small-Mid Cap Growth Fund
Franklin Strategic Income Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust Franklin Alabama Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Connecticut Tax-Free Income
Fund
Franklin Double Tax-Free Income Fund
Franklin Federal Intermediate-Term
Tax-Free
Income Fund
Franklin Florida Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Insured Tax-Free Income Fund
Franklin Kentucky Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland Tax-Free Income Fund
Franklin Massachusetts Insured Tax-Free
Income Fund
Franklin Michigan Insured Tax-Free
Income Fund
Franklin Minnesota Insured Tax-Free
Income Fund
Franklin Missouri Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin North Carolina Tax-Free Income
Fund
Franklin Ohio Insured Tax-Free Income
Fund
Franklin Oregon Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income
Fund
Franklin Virginia Tax-Free Income Fund
Franklin Xxxxxxxxx Global Trust Franklin Xxxxxxxxx Hard Currency Fund
Franklin Xxxxxxxxx International Templeton Foreign Smaller Companies Fund
Trust
CLOSED END FUNDS:
Franklin Universal Trust
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Exhibit A revised 11-1-08
