FOURTH JOINDER TO GLOBAL CUSTODY AGREEMENT
FOURTH JOINDER TO GLOBAL CUSTODY AGREEMENT
FOURTH 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 X.X. XXXXXX XXXXX BANK, N.A ("X.X. Xxxxxx") as amended from time to time (the "Agreement") is made and entered into as of February 15, 2023 and shall be effective as of March 31, 2023, between the New Customers (as defined below) and
X.X. Xxxxxx.
WITN ESSETH:
WHEREAS, the Customers and X.X. Xxxxxx entered into the Agreement;
WHEREAS, the entities listed on Annex 1' request that X.X. Xxxxxx provide custody services to them under the terms and conditions set forth tn the Agreement;
WHEREAS, X.X. Xxxxxx agrees to provide custody services to the New Customers pursuant to the terms and conditions set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:
1. Definitions. Unless otherwiise defined herein, defined terms used in this Joinder shall have the meaning ascribed to such terms in the Agreement.
2. Joinder. Each New Customer hereby agrees to be subject to and bound by the terms and conditions of the Agreement.
3. Amendments. The Agreement shall be amended as follows:
(A) Annex B of the Agreement is hereby amended and restated in its entirety by Annex 2 hereto.
(B) Except as amended by this Joinder, the Agreement shall remain in full force and effect.
4. Entire Agreement. This Joinder and the Agreement and any documents
referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Joinder are inconsistent with or in conflict with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Joinder shall prevail as between the parties.
5.Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Joinder are inconsistent with or in conflict with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Joinder shall prevail as between the parties.
6.Counterparts. This Joinder may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Joinder by executing a counterpart and this Joinder shall not take effect until it has been executed by both parties.
0.Xxx and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.
[ Signature page follows ]
IN WITNESS WHEREOF, the parties have executed this Xxxxxxx as of the date first above written.
Institutional Fiduciary Trust, on behalf of its series listed on Annex 1 Franklin California Tax-Free Income Fund
Franklin California Tax Free Trust, on behalf of its series listed on Annex 1
Franklin Custodian Funds, on behalf of its series listed on Annex 1 Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Master Trust, on behalf of its series listed on Annex 1
Franklin Fund Allocator Series, on behalf of its series listed on Annex 1 Franklin Global Trust, on behalf of its series listed on Annex 1
Franklin Gold and Precious Metals Fund
Franklin High Income Trust, on behalf of its series listed on Annex 1 Franklin Investors Securities Trust, on behalf of its series listed on Annex 1
Franklin Limited Duration Income Trust
Franklin Managed Trust, on behalf of its series listed on Annex 1 Franklin Municipal Series Trust, on behalf of its series listed on Annex 1
Franklin Mutual Series Funds, on behalf of its series listed on
Annex 1
Franklin New York Tax-Free Income Fund
Franklin New York Tax Free Trust, on behalf of its series listed on
Annex 1
Franklin Real Estate Securities Trust, on behalf of its series listed on Annex 1
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series, on behalf of its series listed on Annex 1 Franklin Tax Free Trust, on behalf of its series listed on Annex 1
Franklin Xxxxxxxxx Variable Insurance Products Trust, on behalf of its series listed on
Annex 1
Franklin Universal Trust
Xxxxxxxx X.X. Government Money Fund, on behalf of its series listed on Annex 1
Franklin Value Investors Trust, on behalf of its series listed on Annex 1 Xxxxxxxxx Global Investment Trust, on behalf of its series listed on Annex 1 Xxxxxxxxx Funds, on behalf of its series listed on Annex 1
Xxxxxxxxx Income Trust, on behalf of its series listed on
Annex 1
The Money Market Portfolios, on behalf of its series listed on Annex 1
By: /s/XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer - Finance and Administration
Date: February 16, 2023
By: /s/XXXXXXXXXXX XXXXX
Name: Xxxxxxxxxxx Xxxxx
Title: Chief Financial Officer, Chief Accounting Officer and Treasurer
Date: February 16, 2023
X.X. Xxxxxx Xxxxx Bank, N.A.
By: /s/XXXX XXXXXXX
Name:_Ca_rl Mehld_au
Title: Executi_ve Director
Date: February 17, 2023
Annex 1
Institutional Fiduciary Trust
Money Market Portfolio
Franklin California Tax-Free Income Fund
Franklin California Tax Free Trust
Franklin California Intermediate-Term Tax-Free Income Fund
Franklin Custodian Funds
Franklin U.S. Government Securities Fund Franklin Growth Fund
Franklin Utilities Fund Franklin DynaTech Fund Franklin Income Fund
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Master Trust Franklin Floating Rate Master Series Franklin Floating Rate lncome Fund
Franklin Fund Allocator Series Franklin Corefolto Allocation Fund Franklin Global Allocation Fund Franklin Conservative Allocation Fund Franklin Moderate Allocation Fund
Franklin Growth Allocation Fund
Franklin LifeSmart 2020 Retirement Target Fund Franklin LifeSmart 2025 Retirement Target Fund Franklin LifeSmart 2030 Retirement Target Fund Franklin LifeSmart 2035 Retirement Target fund Franklin LifeSmart 2040 Retirement Target Fund Franklin LifeSmart 2045 Retirement Target Fund Franklin LifeSmart 2050 Retirement Target Fund Franklin LifeSmart 2055 Retirement Target Fund Franklin LifeSmart 2060 Retirement Target Fund Franklin LifeSmart Retirement Income Fund Franklin U.S. Core Equity (IU) Fund
Xxxxxx.xx International Core Equity (IIU) Fund Franklin Emerging Market Core Equity (IU) Fund
Franklin Global Trust
Franklin Emerging Market Debt Opportunities Fund Franklin International Growth Fund
Franklin Gold And Precious Metals Fund
Franklin High Income Trust
Franklin High Income Fund
Franklin rnvestors Securities Trust
Franklin Total Return Fund
Franklin Floating Rate Daily Access Fund Franklin Managed Income Fund
Franklin Low Duration Total Return Fund
Franklin Adjustable U.S. Government Securities Fund Franklin Equity Income Fund
Franklin Convertible Securities Fund
Franklin Limited Duration Income Trust
Franklin Managed Trust
Franklin Rising Dividends Funds
Franklin Municipal Series Trust
Franklin California High Yield Municipal Fund
Franklin Mutual Series Funds
Franklin Mutual Beacon Fund
Franklin Mutual Global Discovery Fund Franklin Mutual European Fund Franklin Mutual Quest Fund
Franklin Mutual Shares Fund
Franklin Mutual Financial Services Fund
Franklin New York Tax-Free Income Fund
Franklin New York Tax Free Trust
Franklin New York Intermediate-Term Tax-Free Income Fund
Franklin Real Estate Securities Trust
Franklin Real Estate Securities Fund
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Strategic Income Fund Franklin Small-Mid Cap Growth Fund Franklin Biotechnology Discovery Fund Franklin Natural Resources Fund Franklin Growth Opportunities Fund Franklin Small Cap Growth Fund Franklin Xxxxxxxxx SMACS Series XX Xxxxxxxx Xxxxxxxxx SMACS Series E Franklin Xxxxxxxxx SMACS Series H Franklin Xxxxxxxxx SMACS Series I
Franklin Tax Free Trust
Franklin Massachusetts Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Ohio Tax-free Income Fund
Franklin Colorado Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin Federal Limited-Term Tax-Free Fund Franklin Missouri Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund Franklin Alabama Tax-Free Income Fund
Franklin Connecticut Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund Franklin Arizona Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax Free Income Fund
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin DynaTech VIP Fund
Franklin Growth and Income VIP Fund Franklin Global Real Estate VIP Fund Xxxxxxxxx Global Bond VIP Fund Franklin Income VIP Fund
Xxxxxxxx U.S. Government Securities VIP Fund Franklin Rising Dividends VIP Fund
Franklin Small-Mid Cap Growth VIP Fund Franklin Large Cap Growth VIP Fund Franklin Mutual Global Discovery VIP Fund Franklin Mutual Shares VIP Fund
Franklin Small Cap Value VIP Fund Franklin Strategic Income VIP Fund Franklin Allocation VIP Fund
Franklin VolSmart Allocation VIP Fund
Franklin Universal Trust
Xxxxxxxx X.X. Government Money Fund
Xxxxxxxx X.X. Government Money Fund
Franklin Value Investors Trust
Franklin Mutual U.S. Mid Cap Value Fund Franklin Microcap Value Fund
Franklin Small Cap Value Fund
Xxxxxxxxx Global Investment Trust
Xxxxxxxxx Global Balanced Fund
Xxxxxxxxx Funds
Xxxxxxxxx International Climate Change Fund
Xxxxxxxxx Income Trust Xxxxxxxxx International Bond Fund Xxxxxxxxx Global Total Return Fund
The Money Market Portfolios
The U.S. Government Money Market Portfolio
Annex 2
"ANNEX B TO THE GLOBAL CUSTODY AGREEMENT"
List of Customers
Customer | Jurisdiction |
Xxxxxxxx Xxxxxxxxx Variable Insurance Products Trust on behalf of its series: /\ Xxxxxxxxx Developing Markets VIP Fund Xxxxxxxxx Foreign VIP Fund Templeton Growth VIP Fund Franklin DynaTech VIP Fund* Franklin Growth and Income VIP Fund* Franklin Global Real Estate VIP Fund* Xxxxxxxxx Global Bond VIP Fund* Franklin Income VIP Fund* Franklin U.S. Government Securities VIP Fund* Franklin Rising Dividends VIP Fund* Franklin Small-Mid Cap Growth VIP Fund* Franklin Large Cap Growth VIP Fund* Franklin Mutual Global Discovery VIP Fund* Franklin Mutual Shares VIP Fund* Franklin Small Cap Value VIP Fund* Franklin Strategic Income VIP Fund* Franklin Allocation VIP Fund* Franklin VolSmart Allocation VIP Fund* | United States |
Xxxxxxxxx Funds on behalf of its series: /\ Xxxxxxxxx World Fund Xxxxxxxxx Foreign Fund Templeton International Climate Change Fund* | United States |
Xxxxxxxxx Global Investment Trust on behalf of its series: /\ Xxxxxxxxx Emerging Markets Small Cap Fund Xxxxxxxxx Frontier Markets Fund Templeton Global Balanced Fund* | United States |
Xxxxxxxxx Income Trust on behalf of its series: /\ Xxxxxxxxx Global Bond Fund Templeton Emerging Markets Bond Fund Xxxxxxxxx International Bond Fund* Xxxxxxxxx Global Total Return Fund* | United States |
Templeton Institutional Funds on behalf of its series: /\ Foreign Smaller Companies Series International Equity Series Global Equity Series | United States |
Institutional Fiduciary Trust on behalf of its series: /\ Franklin Money Market Fund | United States |
Customer | Jurisdiction |
Money Market Portfolio* | |
Xxxxxxxxx Global Smaller Companies Fund/\ | United States |
Xxxxxxxxx Growth Funds, Inc. /\ | United States |
Xxxxxxxxx Emerging Markets Fund/\ | United States |
Xxxxxxxxx Global Income Fund/\ | United States |
Xxxxxxxxx Developing Markets Trust/\ | United States |
Xxxxxxxxx Emerging Markets Income Fund/\ | United States |
Xxxxxxxxx Dragon Fund, Inc. /\ | United States |
Xxxxxxxxx China World Fund/\ | United States |
Templeton Strategic Emerging Markets Fund III, L.P. | United States |
Xxxxxxxxx Growth Fund II Limited | Cayman Islands |
Xxxxxxxxx China Opportunities Fund, Ltd. | Cayman Islands |
Xxxxxxxxx Strategic Emerging Markets Fund III, (Cayman) L.P. | Cayman Islands |
Xxxxxxxxx Strategic Emerging Markets Fund IV LDC | Cayman Islands |
Xxxxxxxxx Strategic Emerging Markets Fund III LDC | Cayman Islands |
Xxxxxxxxx Global Advisors Ltd (Separate Account) | Bahamas |
Franklin ETF Trust on behalf of its series: /\ Franklin Equity Portfolio Fund Franklin Fixed Income Portfolio Fund | United States |
Xxxxxxxx XxXxxxx U.S. Government Money Fund/\ | United States |
Franklin Xxxxxxxxx SMACS: Series EM | United States |
Franklin California Tax-Free Income Fund*/\ | United States |
Franklin California Tax Free Trust on behalf of its series/\ Franklin California Intermediate-Term Tax-Free Income Fund* | United States |
Franklin Custodian Funds on behalf of its series/\ Franklin U.S. Government Securities Fund* Franklin Growth Fund* Franklin Utilities Fund* Xxxxxxxx XxxxXxxx Fund* Franklin Income Fund* | United States |
Franklin Federal Tax-Free Income Fund*/\ | United States |
Franklin Floating Rate Master Trust on behalf of its series/\ Franklin Floating Rate Master Series* Franklin Floating Rate Income Fund* | United States |
Customer | Jurisdiction |
Franklin Fund Allocator Series on behalf of its series:/\ Franklin Corefolio Allocation Fund* Franklin Global Allocation Fund* Franklin Conservative Allocation Fund* Franklin Moderate Allocation Fund* Franklin Growth Allocation Fund* Franklin LifeSmart 2020 Retirement Target Fund* Franklin LifeSmart 2025 Retirement Target Fund* Franklin LifeSmart 2030 Retirement Target Fund* Franklin LifeSmart 2035 Retirement Target Fund* Franklin LifeSmart 2040 Retirement Target Fund* Franklin LifeSmart 2045 Retirement Target Fund* Franklin LifeSmart 2050 Retirement Target Fund* Franklin LifeSmart 2055 Retirement Target Fund* Franklin LifeSmart 2060 Retirement Target Fund* Franklin LifeSmart Retirement Income Fund* Franklin U.S. Core Equity (IU) Fund* Franklin International Core Equity (IU) Fund* Franklin Emerging Market Core Equity (IU) Fund* | United States |
Franklin Global Trust on behalf of its series/\ Franklin Emerging Market Debt Opportunities Fund* Franklin International Growth Fund* | United States |
Franklin Gold And Precious Metals Fund*/\ | United States |
Franklin High Income Trust on behalf of its series:/\ Franklin High Income Fund* | United States |
Customer | Jurisdiction |
Franklin Investors Securities Trust on behalf of its series/\ Franklin Total Return Fund* Franklin Floating Rate Daily Access Fund* Franklin Managed Income Fund* Franklin Low Duration Total Return Fund* Franklin Adjustable U.S. Government Securities Fund* Franklin Equity Income Fund* Franklin Convertible Securities Fund* | United States |
Franklin Limited Duration Income Trust*/\ | United States |
Franklin Managed Trust on behalf of its series: /\ Franklin Rising Dividends Funds* | United States |
Franklin Municipal Series Trust on behalf of its series: /\ Franklin California High Yield Municipal Fund | United States |
Franklin Mutual Series Funds on behalf of its series/\ Franklin Mutual Beacon Fund* Franklin Mutual Global Discovery Fund* Franklin Mutual European Fund* Franklin Mutual Quest Fund* Franklin Mutual Shares Fund* Franklin Mutual Financial Services Fund* | United States |
Franklin New York Tax-Free Income Fund*/\ | United States |
Franklin New York Tax Free Trust on behalf of its series/\ Franklin New York Intermediate-Term Tax-Free Income Fund* | United States |
Franklin Real Estate Securities Trust on behalf of its series/\ Franklin Real Estate Securities Fund* | United States |
Franklin Strategic Mortgage Portfolio*/\ | United States |
Franklin Strategic Series on behalf of its series/\ Franklin Strategic Income Fund* Franklin Small-Mid Cap Growth Fund* | United States |
Customer | Jurisdiction |
Franklin Biotechnology Discovery Fund* Franklin Natural Resources Fund* Franklin Growth Opportunities Fund* Franklin Small Cap Growth Fund* Franklin Xxxxxxxxx SMACS Series CH* Franklin Xxxxxxxxx SMACS Series E* Franklin Xxxxxxxxx SMACS Series H* Franklin Xxxxxxxxx SMACS Series I* | |
Franklin Tax Free Trust on behalf of its series/\ Franklin Massachusetts Tax-Free Income Fund* Franklin Michigan Tax-Free Income Fund* Franklin Minnesota Tax-Free Income Fund* Franklin Ohio Tax-Free Income Fund* Franklin Colorado Tax-Free Income Fund* Franklin Georgia Tax-Free Income Fund* Franklin Pennsylvania Tax-Free Income Fund* Franklin High Yield Tax-Free Income Fund* Franklin Federal Limited-Term Tax-Free Fund* Franklin Missouri Tax-Free Income Fund* Franklin Oregon Tax-Free Income Fund* Franklin Virginia Tax-Free Income Fund* Franklin Alabama Tax-Free Income Fund* Franklin Connecticut Tax-Free IncomeFund* Franklin Louisiana Tax-Free Income Fund* Franklin Maryland Tax-Free Income Fund* Franklin North Carolina Tax-Free Income Fund* Franklin New Jersey Tax-Free Income Fund* Franklin Arizona Tax-Free Income Fund* Franklin Federal Intermediate-Term Tax-Free Income Fund* | United States |
Customer | Jurisdiction |
Franklin Universal Trust*/\ | United States |
Xxxxxxxx X.X. Government Money Fund on behalf of its series/\ Franklin U.S. Government Money Fund* | United States |
Franklin Value Investors Trust on behalf of/\ Franklin Mutual U.S. Mid Cap Value Fund* Franklin Microcap Value Fund* Franklin Small Cap Value Fund* | United States |
The Money Market Portfolios on behalf of its series/\ The U.S. Government Money Market Portfolio* | United States |
*Denotes a Customer added through this Joinder.
/\Denotes a Customer that is a party to the Mutual Fund Rider to the Global Custody Agreement
