SECOND JOINDER TO GLOBAL CUSTODY AGREEMENT

SECOND JOINDER TO GLOBAL CUSTODY AGREEMENT

This second Joinder (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020 among each of the Customers listed on Annex B thereto (each a “Customer”) and JPMORGAN CHASE BANK, N.A. (“▇.▇. ▇▇▇▇▇▇”), 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 New Customer (as defined below) and ▇.▇. ▇▇▇▇▇▇.

W I T N E S S E T H:

WHEREAS, the Customers and ▇.▇. ▇▇▇▇▇▇ entered into the Agreement;

     WHEREAS, the following entity request that ▇.▇. ▇▇▇▇▇▇ provide custody services to them under the terms and conditions set forth in the Agreement:

Franklin OnChain U.S. Government Money Fund

(the “New Customer”);

     WHEREAS, ▇.▇. ▇▇▇▇▇▇ agrees to provide custody services to the New Customer pursuant to the terms and conditions set forth in the Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1.	Definitions. Unless otherwise defined herein, defined terms used in this Joinder shall have the
	meaning	ascribed to such terms in the Agreement.
2.	Joinder. New Customer hereby agree to be subject to and bound by the terms and conditions of
	the	Agreement.
3.	Amendments. The Agreement shall be amended as follows:
	(A)	Annex B of the Agreement is hereby amended and restated in its entirety by Annex I hereto.
	(B)	Save as amended by this Joinder, the Agreement shall remain in full force and effect.
4.	Representations. Each party represents to the other parties that all representations contained in
	the	Agreement are true and accurate as of the date of this Joinder, and that such representations are
	deemed	to be given or repeated by each party, as the case may be, on the date of this Joinder.
5.	Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them,
	constitutes	the whole agreement between the parties relating to their subject matter and supersedes
	and	extinguishes any other drafts, agreements, undertakings, representations, warranties and
	arrangements	of any nature, whether in writing or oral, relating to such subject matter. If any of
	the	provisions of this Joinder are inconsistent with or in conflict with any of the provisions of the
	Agreement	then, to the extent of any such inconsistency or conflict, the provisions of this Joinder
	shall	prevail as between the parties.

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6.	Counterparts. This Joinder may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Joinder by executing a counterpart and this Joinder shall not take effect until it has been executed by both parties.
7.	Law and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.

[ Signature page follows ]

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     IN WITNESS WHEREOF, the parties have executed this Joinder as of the date first above written.

 

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