AMENDMENT TO SUB-TRANSFER AGENCY AGREEMENT
THIS AMENDMENT, effective as of January 1, 1999 is made to the Sub-Transfer
Agency Agreement dated as of June 22, 1994 (the "Agreement") between
Franklin\▇▇▇▇▇▇▇▇▇ Investor Services, Inc. (the "Transfer Agent") and The
Shareholder Services Group, Inc. (currently, First Data Investor Services Group,
Inc.) ("Investor Services Group").
WITNESSETH
WHEREAS, Investor Services Group has developed a recordkeeping service link
("TDCXCHANGESM") between investment companies and benefit plan consultants (the
"Recordkeepers") which administer employee benefit plans, including plans
qualified under Section 401(a) of the Internal Revenue Code (the "Benefit
Plans"); and
WHEREAS, Investor Services Group subcontracts with Recordkeepers, through
agreements relating to the recordkeeping and related services performed on
behalf of such Benefit Plans in connection with daily valuation and processing
of orders for investment and reinvestment of assets of the Benefit Plans in
various investment options available to the participants under such Benefit
Plans (the "Participants"), to link the Investor Services Group system with the
Recordkeepers', in order for the Recordkeepers to establish and maintain
participant account balances invested in the Funds through Benefit Plans,
process and account for participant exchanges among fund options, and process
redemptions in accordance with Benefit Plan requirements ; and
WHEREAS, the Transfer Agent, on behalf of the Funds set forth in the
attached Exhibit A, desires to participate in the DCXCHANGESRN Program and
appoint Investor Services Group to perform such services with respect to shares
of the Funds ("Shares") held by or on behalf of the Participants as further
described herein and Investor Services Group is willing and able to furnish such
services on the terms and conditions hereinafter set forth.
NOW THEREFORE, the Transfer Agent and Investor Services Group agree
that as of the date first referenced above, the Agreement shall be amended as
follows:
1. Wherever appearing in the Agreement the name "The Shareholder Services Group,
Inc." shall be replaced with "First Data Investor Services Group, Inc." and the
term "TSSG" shall be replaced with the term "Investor Services Group".
2. The fourth WHEREAS clause is deleted.
3. A new Section 5 is added to the Agreement which shall read in its entirety as
follows and current Sections 5 through 14 of the Agreement are renumbered as
Sections 6 through 15, respectively: "5. COMPENSATION. In consideration of
Investor Services Group agreeing to perform the services under the Agreement
which primarily include recordkeeping and subaccounting services for the benefit
of Benefit Plans and Plan Participants investing in Class A shares of the Funds
through the Benefit Plans, and which services are similar to those which would
be provided by Transfer Agent if each Plan Participant invested directly in such
Funds, Investor Services Group shall be entitled to receive from the Transfer
Agent the subaccounting/recordkeeping fees according to the attached Exhibit B.
Such fees may be changed in the Transfer Agent's discretion, or in the
discretion of the Funds' boards of directors or trustees, all upon at least
sixty (60) days advance written notice to Investor Services Group of such
change. Fees shall be paid monthly until March 31, 1999 and quarterly thereafter
based on the average Participant account balance in each Benefit Plan and the
number of Participant accounts invested in the Funds. Investor Services Group
agrees to present to Transfer Agent within thirty (30) days after the end of
each month an invoice for that month accompanied by information providing
Transfer Agent an adequate basis for computation of the fees as well as the name
of any Recordkeeper to which services have been subcontracted and the name of
each Benefit Plan if Investor Services Group has elected to maintain an omnibus
account for more than one Benefit Plan.
4. Section 12 of the Agreement is hereby amended to replace the TSSG mailing
address with the following:
"First Data Investor Services Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
(with copy to General Counsel at same address)."
5. Exhibit A shall be deleted in its entirety and replaced with a new Exhibit A
in the form of the attached Exhibit A.
6. This Amendment contains the entire understanding between the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Agreement and related agreements, this Amendment shall control,
but the Agreement and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
FRANKLIN\▇▇▇▇▇▇▇▇▇ INVESTOR
SERVICES, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: President
-----------------------
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
-------------------------------------
Title: Sup
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EXHIBIT A
FRANKLIN/▇▇▇▇▇▇▇▇▇ FUNDS
PARTICIPATING IN SUBTRANSFER AGENCY ARRANGEMENTS
WITH
FIRST DATA INVESTOR SERVICES GROUP, INC.
Franklin Adjustable U.S. Government Securities Fund
Franklin Asset Allocation Fund
Franklin Balance Sheet Investment Fund
Franklin Blue Chip Fund
Franklin California Growth Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇ Reserves Fund
Franklin Convertible Securities Fund
Franklin Corporate Qualified Dividend Fund
Franklin Custodian Funds -- DynaTech Series
Franklin Custodian Funds -- Growth Series
Franklin Custodian Funds -- Income Series
Franklin Custodian Funds -- U. S. Government Securities Series
Franklin Custodian Funds -- Utilities Series
Franklin Equity Fund
Franklin Equity Income Fund
Franklin Global Government Income Fund
Franklin Global Health Care Fund
Franklin Global Utilities Fund
Franklin Gold Fund
Franklin Investment Grade Income Fund
Franklin MicroCap Value Fund
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-Intermediate U. S. Government Securities Fund
Franklin Small Cap Growth Fund
Franklin Strategic Income Fund
Franklin ▇▇▇▇▇▇▇▇▇ Conservative Target Fund
Franklin ▇▇▇▇▇▇▇▇▇ German Government Bond Fund
Franklin ▇▇▇▇▇▇▇▇▇ Global Currency Fund
Franklin ▇▇▇▇▇▇▇▇▇ Growth Target Fund
Franklin ▇▇▇▇▇▇▇▇▇ Hard Currency Fund
Franklin ▇▇▇▇▇▇▇▇▇ High Income Currency Fund
Franklin ▇▇▇▇▇▇▇▇▇ Japan Fund
Franklin ▇▇▇▇▇▇▇▇▇ Moderate Target Fund
Franklin U. S. Government Agency Money Market Fund
Franklin U. S. Government Securities Money Market Portfolio
Franklin U. S. Treasury Money Market Portfolio
Franklin Value Fund
Franklin's Age High Income Fund
The Money Market Portfolio
Mutual Beacon Fund
Mutual Discovery Fund
Mutual European Fund
Mutual Qualified Fund
Mutual Shares Fund
Templeton American Trust, Inc.
Templeton Americas Government Securities Fund
▇▇▇▇▇▇▇▇▇ Developing Markets Trust
▇▇▇▇▇▇▇▇▇ Foreign Fund
▇▇▇▇▇▇▇▇▇ Foreign Smaller Companies Fund
Templeton Global Infrastructure Fund
Templeton Global Opportunities Trust
▇▇▇▇▇▇▇▇▇ Global Bond Fund
Templeton Greater European Fund
▇▇▇▇▇▇▇▇▇ Growth and Income Fund
▇▇▇▇▇▇▇▇▇ Growth Fund, Inc.
Templeton Latin America Fund
Templeton Pacific Growth Fund
Templeton Global Real Estate Securities Fund
▇▇▇▇▇▇▇▇▇ Global Smaller Companies Growth Fund, Inc.
▇▇▇▇▇▇▇▇▇ World Fund
EXHIBIT B
DCXCHANGE/SM/ FEES
The Funds shall pay Investor Services Group annualized fees on each Participant
account in a Benefit Plan in the respective Fund that is open during any monthly
period based on the following chart:
AVERAGE ACCOUNT BALANCE IN PLAN PAYOUT PER PARTICIPANT ACCOUNT
$0 - $999 $4.00
$1,000 - $2,499 $6.00
$2,500 -$4,999 $8.00
$5,000 - $9,999 $10.00
$10,000 and greater $12.00
Notwithstanding the above, pursuant to an agreement dated September 17, 1998
between ▇▇▇▇▇ ▇▇▇▇▇▇, Incorporated and Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.,
with respect to any Benefit Plan through the PaineWebber 401 Source Program,
such annual fees shall be fixed at $12.00 per Participant account.
Through March 31, 1999, these fees shall be billed by Investor Services Group
monthly in arrears on a prorated basis of 1/12 of the annualized fee for all
accounts that are open during such month. Thereafter, such fees shall be billed
by Investor Services Group quarterly in arrears on a prorated basis of 1/4 of
the annualized fee for all accounts that are open during such quarter.
Such fees shall be contingent upon fees being reimbursable by the Funds and are
subject to change; provided, however, that Investor Services Group must receive
at least sixty (60) days advance written notice of any fee changes or any events
which would cause such fees to no longer be reimbursable by the Funds. All
invoices must be accompanied by the invoice information specified in Section 5
to the Agreement.
The Fund will pay to Investor Services Group the amount so billed within twenty
(20) days after the Fund's receipt of the monthly invoice through March 31, 1999
and within twenty (20) days after the Fund's receipt of the third monthly
invoice for each calendar quarter thereafter (which payment shall be for all
calendar quarter fees in the aggregate) unless there exists a good-faith dispute
as to the billed amount. In the event of such a good-faith dispute, the Fund
shall pay the amount not in dispute and the parties shall cooperate with each
other in order to determine the proper invoice amount. Upon the parties'
agreement as to the proper amount owed, the Fund shall make payment of such
amount (less any amounts previously paid toward the same invoice) within twenty
(20) days thereafter.