Templeton Growth Fund Inc Sample Contracts

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AMENDMENT TO FRANKLIN TEMPLETON INVESTOR SERVICES, LLC TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 28th, 2007 • Templeton Growth Fund Inc

Effective as of October 16, 2006, the undersigned parties hereby amend Schedule A (Compensation for Servicing) and Schedule B (Reimbursement for Out-of-Pocket Expenses) of the Transfer Agent and Shareholder Services Agreement between Templeton Growth Fund, Inc. and Franklin Templeton Investor Services, LLC ("FTIS").

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 28th, 2007 • Templeton Growth Fund Inc
AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • December 27th, 2002 • Templeton Growth Fund Inc
WITNESSETH:
Shareholder Services Agreement • December 30th, 2003 • Templeton Growth Fund Inc • California
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 27th, 2023 • Templeton Growth Fund Inc

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.

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • December 27th, 2022 • Templeton Growth Fund Inc • 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • December 24th, 2014 • Templeton Growth Fund Inc • 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 the Investment Company (the "Fund") 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).

TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 27th, 2017 • Templeton Growth Fund Inc • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • December 28th, 2020 • Templeton Growth Fund Inc • New York

This 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 July 15, 2020, between the Customer and J.P. Morgan.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • December 27th, 2022 • Templeton Growth Fund Inc

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”).

AMENDMENT TO FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • December 27th, 2002 • Templeton Growth Fund Inc
JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • December 28th, 2020 • Templeton Growth Fund Inc • New York

This 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. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the New Customers (as defined below) and J.P. Morgan.

FIFTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • December 27th, 2022 • Templeton Growth Fund Inc • 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 28th, 2011 • Templeton Growth Fund Inc • 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).

THIRD JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • December 27th, 2021 • Templeton Growth Fund Inc • New York

Third “(Joinder)” 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(“J.P Morgan”) as amended from time to time (the “Agreement”) is made and entered into as of August 11, 2021 and shall be effective as of September 1, 2021, between the New Customer (as defined below) and J.P. Morgan.

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AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • December 27th, 2012 • Templeton Growth Fund Inc • California

This Agreement, dated as of May 22, 2012, is between TEMPLETON GROWTH FUND, INC. (the “Fund”), a Maryland corporation, and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Fund and the Administrator.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 14th, 2018 • Templeton Growth Fund Inc • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 14th day of August, 2018, by and between Templeton Growth Fund, Inc. (the “Acquiring Fund”), a corporation organized under the laws of the State of Maryland, with its principal place of business at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, and Templeton Global Opportunities Trust (the “Target Fund”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923. Templeton Global Advisors Limited (“Global Advisors”), a Bahamian corporation, and Templeton Investment Counsel, LLC (“Investment Counsel”), a Delaware limited liability company, the investment managers to the Acquiring Fund and the Target Fund, respectively, join the Plan solely for purposes of Section 7.

NON-EXCLUSIVE UNDERWRITING AGREEMENT AGREEMENT made as of the 18th day of September, 1995, between TEMPLETON GROWTH FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and TEMPLETON FRANKLIN INVESTMENT SERVICES (ASIA) LIMITED, a...
Non-Exclusive Underwriting Agreement • October 8th, 1997 • Templeton Growth Fund Inc • California

AGREEMENT made as of the 18th day of September, 1995, between TEMPLETON GROWTH FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and TEMPLETON FRANKLIN INVESTMENT SERVICES (ASIA) LIMITED, a corporation organized and existing under the laws of Hong Kong, office address 2701 Shui On Centre, Hong Kong, (herein referred to as the "Selling Company").

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 24th, 2014 • Templeton Growth Fund Inc

AGREEMENT made as of July 1, 2014, between TEMPLETON GROWTH FUND, INC., a corporation organized under the laws of the State of Maryland (hereinafter referred to as the "Fund"), and TEMPLETON GLOBAL ADVISORS LIMITED (hereinafter referred to as the "Investment Manager”), and amends and restates the prior Investment Management Agreement between the Fund and the Manager dated as of October 30, 1992 and amended and restated as of December 21, 1995, and further amended as of June 1, 2004, July 1, 2006 and August 1, 2007.

Special Servicing Agreement
Special Servicing Agreement • October 28th, 2010 • Templeton Growth Fund Inc • California

THIS AGREEMENT is dated and effective as of May 1, 2009, and is between and among the “Underlying Funds,” the “Top-Tier Funds” and the “Service Providers,” as each is defined below. This Agreement sets forth the principles and arrangements whereby the Underlying Funds will bear some or all of the Operating Expenses, as defined below, of the Top-Tier Funds.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 28th, 2009 • Templeton Growth Fund Inc • 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 the Investment Company 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).

TEMPLETON GROWTH FUND, INC. Fort Lauderdale, Florida 33394-3091
Templeton Growth • December 28th, 2011 • Templeton Growth Fund Inc • California

We, Templeton Growth Fund, Inc. (the “Fund”), are a Maryland corporation 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.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 2nd, 2010 • Templeton Growth Fund Inc • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”), is made as of this 7th day of December, 2004, by and between Templeton Capital Accumulator Fund (the “Fund”), a statutory trust created under the laws of the State of Delaware with its principal place of business at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, and Templeton Growth Fund, Inc. (the “Company”), a corporation organized under the laws of the State of Maryland with its principal place of business at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091.

August 24, 2018
Re:      Agreement • September 14th, 2018 • Templeton Growth Fund Inc

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 14, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on August 3, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated August 24, 2018 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

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