Contract
AMENDMENT, dated May 7, 1997, to the Master Custody Agreement ("Agreement") between each Investment Company listed on Exhibit A to the Agreement and The Bank of New York dated February 16, 1996.
It is hereby agreed as follows:
A. Unless otherwise provided herein, all terms and conditions of the Agreement are expressly incorporated herein by reference and, except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
B. The Agreement shall be amended to add a new Section 4. 1 0 as follows:
4.10 Additional Duties With Respect to Russian Securities.
(a) Upon 3 business days prior written notice from a Fund that it will invest in any security issued by a Russian issuer ("Russian Security"), the Custodian shall to the extent required and in accordance with the terms of the Subcustodian Agreement between the Custodian and Credit Suisse (“Foreign Custodian”) dated as of August 8, 1996 (the “Subcustodian Agreement”) direct the Foreign Custodian to enter into a contract ("Registrar Contract") with the entity providing share registration services to the Russian issuer ("Registrar") containing substantially the following protective provisions:
(1) Regular Share Confirmations. Each Registrar Contract must establish the Foreign Custodian's right to conduct regular share confirmations on behalf of the Foreign Custodian's customers.
(2) Prompt Re-registrations. Registrars must be obligated to effect re-registrations within 72 hours (or such other specified time as the United States Securities and Exchange Commission (the “SEC”) may deem appropriate by rule, regulation, order or “no-action” letter) of receiving the necessary documentation.
(3) Use of Nominee Name. The Registrar Contract must establish the Foreign Custodian's right to hold shares not held directly in the beneficial owner's name in the name of the Foreign Custodian's nominee.
(4) Auditor Verification. The Registrar Contract must allow the independent auditors of the Custodian and the Custodian’s clients to obtain direct access to the share register for the independent auditors of each of the Foreign Custodian's clients.
(5) Specification of Registrar's Responsibilities and Liabilities. The
contract must set forth: (1) the Registrar's responsibilities with regard to corporate actions and
other distributions; (ii) the Registrar’s liabilities as established under the regulations applicable to
the Russian share registration -system and (iii) the procedures for making a claim against and
receiving compensation from the registrar in the event a loss is incurred.
(b) The Custodian shall, in accordance with the Subcustodian Agreement, direct the Foreign Custodian to conduct regular share confirmations, which shall require the Foreign Custodian to (1) request either a duplicate share extract or some other sufficient evidence of verification and (2) determine if the Foreign Custodian's records correlate with those of the Registrar. For at least the first two years following the Foreign Custodian's first use of a Registrar in connection with a Fund investment, and subject to the cooperation of the Registrar, the Foreign Custodian will conduct these share confirmations on at least a quarterly basis, although thereafter they may be conducted on a less frequent basis, but no less frequently than annually, if the Fund's Board of Directors, in consultation with the Custodian, determine it appropriate.
(c) The Custodian shall, pursuant to the Subcustodian Agreement, direct the Subcustodian to maintain custody of the Fund's share register extracts or other evidence of verification obtained pursuant to paragraph (b) above.
(d) The Custodian shall, pursuant to the Subcustodian Agreement, direct the Foreign Custodian to comply with the rules, regulations, orders and “no-action” letters of the SEC with respect to
(1) the receipt, holding, maintenance, release and delivery of Securities; and
(2) providing notice to the Fund and its Board of Directors of events specified in such rules, regulations, orders and letters.
(e) The Custodian shall have no liability for the action or inaction of any Registrar or securities depository utilized in connection with Russian Securities except to the extent that any such action or inaction was the result of the Custodian’s negligence. With respect to any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”) incurred by a Fund as a result of the acts or the failure to act by any Foreign Custodian or its subsidiary in Russia (“Subsidiary”), the Custodian shall take appropriate action to recover such Losses from the Foreign Custodian or Subsidiary. The Custodian’s sole responsibility and liability to a Fund with respect to any Losses shall be limited to amounts so received from the Foreign Custodian or Subsidiary (exclusive of costs and expenses incurred by the Custodian) except to the extent that such losses were the result of the Custodian’s negligence.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
THE BANK OF NEW YORK
By: /s/ XXXXXXX X. GRUNSTON
Name: Xxxxxxx X. Grunston
Title: Vice President
THE INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT
By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ XXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
EXHIBIT A
The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) | ||
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Franklin Alternative Strategies Funds |
Delaware Statutory Trust |
Franklin Pelagos Commodities Strategy Fund Franklin Pelagos Managed Future Strategy Fund | ||
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Franklin California Tax-Free Income Fund
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Delaware Statutory Trust |
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Franklin California Tax-Free Trust |
Delaware Statutory Trust |
Franklin California Insured Tax-Free Income Fund Franklin California Intermediate-Term Tax-Free Franklin California Tax-Exempt Money Fund
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Franklin Custodian Funds |
Delaware Statutory Trust |
Franklin Dynatech Fund Franklin Growth Fund Franklin Income Fund Franklin U.S. Government Securities Fund Franklin Utilities Fund
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Franklin Federal Tax-Free Income Fund |
Delaware Statutory Trust
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Franklin Floating Rate Master Trust |
Delaware Statutory Trust |
Franklin Floating Rate Master Series
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) |
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Franklin Global Trust |
Delaware Statutory Trust |
Franklin Global Real Estate Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Franklin Large Cap Equity Fund Franklin Xxxxxxxxx Emerging Market Debt Opportunities Fund
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Franklin Gold and Precious Metals Fund |
Delaware Statutory Trust
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Franklin High Income Trust |
Delaware Statutory Trust |
Franklin High Income Fund
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Franklin Investors Securities Trust |
Delaware Statutory Trust |
Franklin Adjustable U.S. Government Securities Fund Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Floating Rate Daily Access Fund Franklin Limited Maturity U.S. Govt Securities Fund Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Total Return Fund
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Franklin Managed Trust |
Delaware Statutory Trust |
Franklin Rising Dividends Fund
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Franklin Money Fund |
Delaware Statutory Trust |
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Franklin Municipal Securities Trust |
Delaware Statutory Trust |
Franklin California High Yield Municipal Fund Franklin Tennessee Municipal Bond Fund |
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) |
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Franklin Mutual Series Funds |
Delaware Statutory Trust |
Mutual Beacon Fund Mutual European Fund Mutual Financial Services Fund Mutual Global Discovery Fund Mutual International Fund Mutual Quest Fund Mutual Shares Fund
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Franklin New York Tax-Free Income Fund
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Delaware Statutory Trust |
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Franklin New York Tax-Free Trust |
Delaware Statutory Trust |
Franklin New York Intermediate-Term Tax-Free Income Fund
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Franklin Real Estate Securities Trust |
Delaware Statutory Trust |
Franklin Real Estate Securities Fund
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Franklin Strategic Mortgage Portfolio |
Delaware Statutory Trust
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Franklin Strategic Series |
Delaware Statutory Trust |
Franklin Biotechnology Discovery Fund Franklin Flex Cap Growth Fund Franklin Focused Core Equity Fund Franklin Growth Opportunities Fund Franklin Natural Resources Fund Franklin Small Cap Growth Fund Franklin Small-Mid Cap Growth Fund Franklin Strategic Income Fund
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Franklin Tax-Exempt Money Fund |
Delaware Statutory Trust
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) |
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Franklin Tax-Free Trust |
Delaware Statutory 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 Federal Limited-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 Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota 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 Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund
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F:\Legal\wpdoc1\Xxxxxxx\Custod2.agr
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) |
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Franklin Xxxxxxxxx Fund Allocator Series |
Delaware Statutory Trust |
Franklin Xxxxxxxxx Conservative Allocation Fund Franklin Xxxxxxxxx Corefolio Allocation Fund Franklin Xxxxxxxxx Founding Funds Allocation Fund Franklin Xxxxxxxxx Growth Allocation Fund Franklin Xxxxxxxxx Moderate Allocation Fund Franklin Xxxxxxxxx Multi-Asset Real Return Fund Franklin Xxxxxxxxx 2015 Retirement Target Fund Franklin Xxxxxxxxx 2025 Retirement Target Fund Franklin Xxxxxxxxx 2035 Retirement Target Fund Franklin Xxxxxxxxx 2045 Retirement Target Fund |
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Franklin Xxxxxxxxx International Trust |
Delaware Statutory Trust |
Franklin India Growth Fund Franklin Xxxxxxxxx Global Allocation Fund Franklin World Perspectives Fund |
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Franklin Xxxxxxxxx Money Fund Trust |
Delaware Statutory Trust |
Franklin Xxxxxxxxx Money Fund
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Franklin Xxxxxxxxx Variable Insurance Products Trust |
Delaware Statutory Trust |
Franklin Flex Cap Growth Securities Fund Franklin Global Real Estate Securities Fund Franklin Growth and Income Securities Fund Franklin High Income Securities Fund Franklin Income Securities Fund Franklin Large Cap Growth Securities Fund Franklin Large Cap Value Securities Fund Franklin Rising Dividends Securities Fund Franklin Small-Mid Cap Growth Securities Fund Franklin Small Cap Value Securities Fund Franklin Strategic Income Securities Fund Franklin Xxxxxxxxx VIP Founding Funds Allocation Fund Franklin U.S. Government Fund
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F:\Legal\wpdoc1\Xxxxxxx\Custod2.agr
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INVESTMENT COMPANY |
ORGANIZATION |
SERIES --- (if applicable) |
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Franklin Xxxxxxxxx Variable Insurance Products Trust (continued) |
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Mutual Global Discovery Securities Fund Mutual International Securities Fund Mutual Shares Securities Fund Templeton Global Bond Securities Fund |
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Franklin Value Investors Trust |
Massachusetts Business Trust |
Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund Xxxxxxxx XxxXxx Value Fund Franklin Small Cap Value Fund
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Institutional Fiduciary Trust |
Delaware Statutory Trust |
Money Market Portfolio
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The Money Market Portfolios |
Delaware Statutory Trust |
The Money Market Portfolio
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Templeton Global Investment Trust
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Delaware Statutory Trust |
Templeton Global Balance Fund (formerly Templeton Income Fund)
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Templeton Income Trust
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Delaware Statutory Trust |
Templeton Global Total Return Fund Xxxxxxxxx International Bond Fund |
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CLOSED END FUNDS:
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Franklin Mutual Recovery Fund
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Delaware Statutory Trust
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Franklin Xxxxxxxxx Limited Duration Income Trust
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Delaware Statutory Trust |
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Franklin Universal Trust |
Massachusetts Business Trust |
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