0001379491-14-001045 Sample Contracts

FRANKLIN ETF TRUST on behalf of FRANKLIN SHORT DURATION U.S. GOVERNMENT ETF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 26th, 2014 • Franklin ETF Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN SHORT DURATION U.S. GOVERNMENT ETF (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 26th, 2014 • Franklin ETF Trust

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • September 26th, 2014 • Franklin ETF Trust • California

The parties to this Agreement are the Investment Company named above ("Investment Company"), an open-end investment company registered as such under the Investment Company Act of 1940 (" 1940 Act"), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 26th, 2014 • Franklin ETF Trust

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.

Franklin ETF Trust One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • September 26th, 2014 • Franklin ETF Trust • New York

We, Franklin ETF Trust (the “Trust”), are a Delaware statutory trust operating as an open-end management investment company, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series of our authorized but unissued shares of beneficial interest (the “Shares”), generally only in aggregations consituting a Creation Unit, as such term is defined in the registration statement filed from time to time by the Trust with the U.S. Securities and Exchange Commission (the “Commission”) and effective under the 1933 Act and the 1940 Act (the “Registration Statement”), only to Authorized Participants (as that term is defined in the Registration Statement) in accordance with applicable Federal and State securities laws. The Trust’s Shares may be made available in one or more separate series. Shares are anticipated to be listed for trading

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 26th, 2014 • Franklin ETF Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 26th, 2014 • Franklin ETF Trust • New York

WHEREAS, each Fund appointed BNY as a Foreign Custody Manager on the terms and conditions contained in a certain Foreign Custody Agreement made as of July 30, 1998 or May 7, 1998, and effective as of February 27, 1998 (the “Prior Agreement”);

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 26th, 2014 • Franklin ETF Trust

THIS AMENDMENT TO THE MASTER CUSTODY AGREEMENT is made as of June 1, 2013, by and between each fund listed on Schedule II hereto, which may include new funds, not previously included on Schedule II to the Master Custody Agreement, (each a “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”) shall be as follows:

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • September 26th, 2014 • Franklin ETF Trust • California

This Subcontract, dated as of August 1, 2013, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

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