0001741773-22-003750 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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, if any, 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. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

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FRANKLIN GOLD AND PRECIOUS METALS FUND
Franklin Gold & Precious Metals Fund • November 25th, 2022

We, Franklin Gold and Precious Metals Fund (the “Fund”), are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, 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 or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund • New York

This third Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of March 12, 2021, and shall be effective as of March 12, 2021, between the Customer and J.P. Morgan.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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.

FIFTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund • New York

This fifth Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020, among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), between the Customer and J.P. Morgan is made and entered into as of June 10, 2022, and shall be effective as of the relevant effective dates set forth below and in Annex I hereto.

MASTER CUSTODY AGREEMENT EXHIBIT A
Master Custody Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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.

FORM OF] SELLING AGREEMENT
Selling Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

Franklin Distributors, LLC (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

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