Franklin Mutual Series Funds Sample Contracts

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ADMINISTRATION AGREEMENT BETWEEN
Administration Agreement • February 19th, 1998 • Franklin Mutual Series Fund Inc
AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN MUTUAL SERIES TRUST A DELAWARE STATUTORY TRUST
Agreement and Declaration • April 29th, 2008 • Franklin Mutual Series Fund Inc • Delaware
MASTER CUSTODY AGREEMENT EXHIBIT A 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.
Master Custody Agreement • April 29th, 2008 • Franklin Mutual Series Fund Inc

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.

ARTICLE I. DEFINITIONS
Foreign Custody Manager Agreement • December 20th, 2001 • Franklin Mutual Series Fund Inc • New York
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2024 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2023, is made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN MUTUAL INTERNATIONAL VALUE FUND (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (the “Adviser”), and amends and restates the prior Amended and Restated Investment Management Agreements between the Trust, on behalf of the Fund, and the Adviser, dated as of July 1, 2014.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2018 • Franklin Mutual Series Funds

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.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 28th, 2014 • Franklin Mutual Series Funds

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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2021 • Franklin Mutual Series Funds

This Amendment is dated as of the 29th day of January 2021, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 26th, 2012 • Franklin Mutual Series Funds

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 27th, 2023 • Franklin Mutual Series Funds

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.

Franklin Mutual Series Funds
Franklin Mutual Series Funds • April 27th, 2022

We, Franklin Mutual Series Funds (the “Trust”), comprised of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”), 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.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • April 27th, 2022 • Franklin Mutual Series Funds • 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 January 27, 2021 and shall be effective as of January 29, 2021, between the Customer and J.P. Morgan.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2015 • Franklin Mutual Series Funds • 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;

TERMINAL LINK AGREEMENT
Terminal Link Agreement • April 28th, 2014 • Franklin Mutual Series Funds

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2018 • Franklin Mutual Series Funds • 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 • April 26th, 2021 • Franklin Mutual Series Funds • 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.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 29th, 2013 • Franklin Mutual Series Funds

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 27th, 2022 • Franklin Mutual Series Funds

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”).

FORM OF Selling Agreement May 1, 2010
Selling Agreement • April 28th, 2011 • Franklin Mutual Series Funds • California

Franklin Templeton Distributors, Inc. (“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.

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • April 27th, 2022 • Franklin Mutual Series Funds

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC
Franklin Mutual Series Funds • April 27th, 2022

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.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Franklin Mutual Series Funds a Delaware Statutory Trust
And Restated Agreement and Declaration of Trust • April 26th, 2019 • Franklin Mutual Series Funds • Delaware
MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2012 • Franklin Mutual Series Funds

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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2017 • Franklin Mutual Series Funds

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2020 • Franklin Mutual Series Funds

This Amendment is dated as of the 3rd day of June, 2019, by and between Each of the Investment Companies Listed on Schedule 1 hereto for itself and for Each of its Series listed on Schedule 1 hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • January 10th, 2024 • Franklin Mutual Series Funds • 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.

Franklin Mutual Series Funds One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • April 28th, 2011 • Franklin Mutual Series Funds • California

We, Franklin Mutual Series Funds, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) 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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 26th, 2019 • Franklin Mutual Series Funds

This Amendment is dated as of the first day of June, 2018, by and between Each of the Investment Companies Listed on Schedule 1 hereto for itself and for Each of its Series listed on Schedule 1 hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

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