AMENDMENT
Amendment made as of May 16, 2001 to that certain Master Custody Agreement
dated as of February 16, 1996, as thereafter amended, between each of the
investment companies listed on Schedule 1 hereto (each, a "Fund") and The Bank
of New York ("Custodian") (such Master Custody Agreement hereinafter referred to
as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended
(the "Rule"), was adopted on June 12, 2000 by the Securities and Exchange
Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to
conform with the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
A. The following new Article is hereby added to the Custody Agreement:
FOREIGN DEPOSITORIES
1. As used in this Article, the term "Foreign Depository" shall mean (a)
Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended (the "Rule"), identified by Custodian to the Fund or its
investment adviser(s) ("Adviser") from time to time, and (d) the respective
successors and nominees of the foregoing.
2. Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its Adviser has determined
that the custody arrangements of each Foreign Depository provide reasonable
safeguards against the custody risks associated with maintaining assets with
such Foreign Depository within the meaning of the Rule.
3. With respect to each Foreign Depository, Custodian shall exercise reasonable
care, prudence, and diligence such as a person having responsibility for the
safekeeping of the Fund's Foreign Assets (as defined in the Rule) would
exercise: (i) to provide the Fund or Adviser with an analysis of the custody
risks associated with maintaining assets with the Foreign Depository, and (ii)
to monitor such custody risks on a continuing basis and promptly notify the Fund
or Adviser of any material change in such risks. The Fund acknowledges and
agrees that such analysis and monitoring shall be made on the basis of, and
limited by, information gathered from Subcustodians or through publicly
available information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks. As used herein the term "Country Risks" shall mean
with respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, (b) such country's prevailing settlement
practices, (c) nationalization, expropriation or other governmental actions, (d)
such country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions
which affect the orderly execution of securities transactions or affect the
value of securities.
B. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts, shall, together,
constitute only one amendment.
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to
be executed by their respective officers, thereunto duly authorized, as of the
day and year first above written.
EACH INVESTMENT COMPANY LISTED ON SCHEDULE 1
HERETO
By: /s/ XXXXXX X. XXXXXXX
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Title: Vice President
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ XXX X. XXXXXX
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Title: Xxx X. Xxxxxx
Vice President
AMENDMENT TO MASTER CUSTODY AGREEMENT
SCHEDULE 1
The following is a list of the Investment Companies and their respective Series
for which the Custodian shall serve under the Foreign Custody Manager Agreement
dated as of May 16, 2001.
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INVESTMENT COMPANY ORGANIZATION SERIES ---(IF APPLICABLE)
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Franklin Custodian Funds, Inc. Maryland Corporation DynaTech Series
Growth Series
Income Series
Utilities Series
Franklin Floating Rate Master Trust Delaware Business Trust Franklin Floating Rate Master Series Trust
Franklin Gold and Precious Metals Fund Delaware Business Trust
Franklin Growth and Income Fund Delaware Business Trust
Franklin High Income Trust Delaware Business Trust AGE High Income Fund
Franklin Investors Securities Trust Massachusetts Business Trust Franklin Convertible Securities Fund
Franklin Equity Income Fund
Franklin Floating Rate Daily Access Fund
Franklin Global Government Income Fund
Franklin Total Return Fund
Franklin Managed Trust Delaware Business Trust Franklin Rising Dividends Fund
Franklin Mutual Series Fund Inc. Maryland Corporation Mutual Beacon Fund
Mutual Discovery Fund
Mutual European Fund
Mutual Financial Services Fund
Mutual Qualified Fund
Mutual Shares Fund
Franklin Real Estate Securities Trust Delaware Business Trust Franklin Real Estate Securities Fund
Franklin Strategic Mortgage Portfolio Delaware Business Trust
Franklin Strategic Series Delaware Business Trust Franklin Aggressive Growth Fund
Franklin Biotechnology Discovery Fund
Franklin Blue Chip Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Large Cap Growth Fund
Franklin Natural Resources Fund
Franklin Small Cap Growth Fund I
Franklin Small Cap Growth Fund II
Franklin Strategic Income Fund
Franklin Technology Fund
Franklin U.S. Long-Short Fund
Franklin Xxxxxxxxx Fund Allocator Series Franklin Xxxxxxxxx Conservative Target Fund
Franklin Xxxxxxxxx Moderate Target Fund
Franklin Xxxxxxxxx Growth Target Fund
Franklin Xxxxxxxxx International Trust Templeton Pacific Growth Fund
Franklin Xxxxxxxxx Variable Insurance Massachusetts Business Fund Franklin Aggressive Growth Securities Fund
Products Trust Franklin Global Communications Securities Fund
Franklin Global Health Care Securities Fund
Franklin Growth and Income Securities Fund
Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund
Franklin Money Market Fund
Franklin Natural Resources Securities Fund
Franklin Real Estate Fund
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin Strategic Income Securities Fund
Franklin S&P 500 Index Fund
Franklin Technology Securities Fund
Franklin U.S. Government Fund
Franklin Value Securities Fund
Franklin Zero Coupon Fund - 2005
Franklin Zero Coupon Fund - 2010
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Xxxxxxxxx Global Income Securities Fund
Franklin Value Investors Trust Massachusetts Business Trust Franklin Balance Sheet Investment Fund
Franklin Large Cap Value Fund
Franklin MicroCap Value Fund
Franklin Value Fund
CLOSED END FUNDS:
Franklin Floating Rate Trust Delaware Business Trust
Franklin Multi-Income Trust Massachusetts Business Trust
Franklin Universal Trust Massachusetts Business Trust
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Revised 5/1/01
