0001379491-15-000048 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 26th, 2015 • Franklin Strategic Mortgage Portfolio

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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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • January 26th, 2015 • Franklin Strategic Mortgage Portfolio • California

o Maintain records of (i) issued Shares and (ii) number of Shareholders and their aggregate Shareholdings classified according to their residence in each State of the United States or foreign country;

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • January 26th, 2015 • Franklin Strategic Mortgage Portfolio

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.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • January 26th, 2015 • Franklin Strategic Mortgage Portfolio • California

This Amended and Restated Subcontract, dated as of February 28, 2012, and amended as of May 1, 2014, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

AMENDMENT
Franklin Strategic Mortgage Portfolio • January 26th, 2015

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”).

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