TWELFTH JOINDER TO GLOBAL CUSTODY AGREEMENT
TWELFTH JOINDER TO GLOBAL CUSTODY AGREEMENT
TWELFTH JOINDER (“Joinder”) to the GLOBAL CUSTODY AGREEMENT, dated March 1, 2020, as amended, 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 July 17, 2025, and shall be effective as of August 1, 2025, between the New Customers (as defined below) and ▇.▇. ▇▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the Customers and ▇.▇. ▇▇▇▇▇▇ entered into the Agreement;
WHEREAS, the entities listed on Annex 1 (the “New Customers”) hereto request that ▇.▇. ▇▇▇▇▇▇ provide custody services to them under the terms and conditions set forth in the Agreement;
WHEREAS, ▇.▇. ▇▇▇▇▇▇ agrees to provide custody services to the New Customers 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. The New Customers 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 2 hereto.
(B) Except as amended by this Joinder, the Agreement shall remain in full force and effect.
4. 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.
5. 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.
6. 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 ]
IN WITNESS WHEREOF, the parties have executed this ▇▇▇▇▇▇▇ as of the date first above written.
JPMORGAN CHASE BANK, N.A.
| By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ |
| Title: Executive Director |
| Date: July 17, 2025 |
▇▇▇▇▇▇ TARGET DATE FUNDS ON BEHALF OF
▇▇▇▇▇▇ Retirement Advantage 2070 Fund
▇▇▇▇▇▇ Sustainable Retirement 2070 Fund
| By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Title: Executive Vice President, principal Executive Officer and Compliance Liason |
| Date: July 17, 2025 |
Annex 1
▇▇▇▇▇▇ TARGET DATE FUNDS
▇▇▇▇▇▇ Retirement Advantage 2070 Fund
▇▇▇▇▇▇ Sustainable Retirement 2070 Fund
Annex 2
“ANNEX B TO THE GLOBAL CUSTODY AGREEMENT”
List of Customers
|
Customer |
Jurisdiction | |
| Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust on behalf of its series:^
▇▇▇▇▇▇▇▇▇ Developing Markets VIP Fund
▇▇▇▇▇▇▇▇▇ Foreign VIP Fund
▇▇▇▇▇▇▇▇▇ Growth VIP Fund
Franklin DynaTech VIP Fund
Franklin Growth and Income VIP Fund
Franklin Global Real Estate VIP Fund
▇▇▇▇▇▇▇▇▇ Global Bond VIP Fund
Franklin Income VIP Fund
Franklin U.S. Government Securities VIP Fund
Franklin Rising Dividends VIP Fund
Franklin Small-Mid Cap Growth VIP Fund
Franklin Large Cap Growth VIP Fund
Franklin Mutual Global Discovery VIP Fund
Franklin Mutual Shares VIP Fund
Franklin Small Cap Value VIP Fund
Franklin Strategic Income VIP Fund
Franklin Allocation VIP Fund
Franklin VolSmart Allocation VIP Fund
|
United States | |
| ▇▇▇▇▇▇▇▇▇ Funds on behalf of its series:^
▇▇▇▇▇▇▇▇▇ World Fund
▇▇▇▇▇▇▇▇▇ Foreign Fund
▇▇▇▇▇▇▇▇▇ International Climate Change Fund
|
United States | |
| ▇▇▇▇▇▇▇▇▇ Global Investment Trust on behalf of its series:^
▇▇▇▇▇▇▇▇▇ Emerging Markets Small Cap Fund
▇▇▇▇▇▇▇▇▇ Frontier Markets Fund
▇▇▇▇▇▇▇▇▇ Global Balanced Fund
|
United States |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇▇▇▇ Income Trust on behalf of its series:^
▇▇▇▇▇▇▇▇▇ Global Bond Fund
▇▇▇▇▇▇▇▇▇ Emerging Markets Bond Fund
▇▇▇▇▇▇▇▇▇ International Bond Fund
▇▇▇▇▇▇▇▇▇ Global Total Return Fund
|
United States | |
| ▇▇▇▇▇▇▇▇▇ Institutional Funds on behalf of its series:^
Foreign Smaller Companies Series
International Equity Series
Global Equity Series
|
United States | |
| Institutional Fiduciary Trust on behalf of its series:^
Franklin Money Market Fund
Money Market Portfolio
|
United States | |
| ▇▇▇▇▇▇▇▇▇ Global Smaller Companies Fund^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Growth Funds, Inc.^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Emerging Markets Fund^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Global Income Fund^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Developing Markets Trust^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Emerging Markets Income Fund^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Dragon Fund, Inc.^ | United States | |
| ▇▇▇▇▇▇▇▇▇ China World Fund^ | United States | |
| ▇▇▇▇▇▇▇▇▇ Strategic Emerging Markets Fund III, L.P. | United States | |
| ▇▇▇▇▇▇▇▇▇ Growth Fund II Limited | Cayman Islands | |
| ▇▇▇▇▇▇▇▇▇ China Opportunities Fund, Ltd. | Cayman Islands | |
| ▇▇▇▇▇▇▇▇▇ Strategic Emerging Markets Fund III, (Cayman) L.P. | Cayman Islands | |
| ▇▇▇▇▇▇▇▇▇ Strategic Emerging Markets Fund IV LDC | Cayman Islands | |
| ▇▇▇▇▇▇▇▇▇ Strategic Emerging Markets Fund III LDC | Cayman Islands | |
| ▇▇▇▇▇▇▇▇▇ Global Advisors Ltd (Separate Account) | Bahamas | |
| Franklin ETF Trust on behalf of its series:^
Franklin Equity Portfolio Fund
Franklin Fixed Income Portfolio Fund
|
United States |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Government Money Fund^ | United States | |
| Franklin ▇▇▇▇▇▇▇▇▇ SMACS: Series EM | United States | |
| Franklin California Tax-Free Income Fund^ | United States | |
| Franklin California Tax Free Trust on behalf of its series^
Franklin California Intermediate-Term Tax-Free Income Fund |
United States | |
| Franklin Custodian Funds on behalf of its series^
Franklin U.S. Government Securities Fund
Franklin Growth Fund
Franklin Utilities Fund
Franklin DynaTech Fund
Franklin Income Fund |
United States | |
| Franklin Federal Tax-Free Income Fund^ | United States | |
| Franklin Floating Rate Master Trust on behalf of its series^
Franklin Floating Rate Master Series
Franklin Floating Rate Income Fund |
United States | |
| Franklin Fund Allocator Series on behalf of its series:^
Franklin Corefolio Allocation Fund
Franklin Global Allocation Fund
Franklin Conservative Allocation Fund
Franklin Moderate Allocation Fund
Franklin Growth Allocation Fund
Franklin LifeSmart 2020 Retirement Target Fund
Franklin LifeSmart 2025 Retirement Target Fund
Franklin LifeSmart 2030 Retirement Target Fund
Franklin LifeSmart 2035 Retirement Target Fund
Franklin LifeSmart 2040 Retirement Target Fund
Franklin LifeSmart 2045 Retirement Target Fund
Franklin LifeSmart 2050 Retirement Target Fund
Franklin LifeSmart 2055 Retirement Target Fund
Franklin LifeSmart 2060 Retirement Target Fund |
United States |
|
Customer |
Jurisdiction | |
| Franklin LifeSmart Retirement Income Fund
Franklin U.S. Core Equity (IU) Fund
Franklin International Core Equity (IU) Fund
Franklin Emerging Market Core Equity (IU) Fund |
||
| Franklin Global Trust on behalf of its series^
Franklin Emerging Market Debt Opportunities Fund
Franklin International Growth Fund |
United States | |
| Franklin Gold And Precious Metals Fund^ | United States | |
| Franklin High Income Trust on behalf of its series:^
Franklin High Income Fund |
United States | |
| Franklin Investors Securities Trust on behalf of its series^
Franklin Total Return Fund
Franklin Floating Rate Daily Access Fund
Franklin Managed Income Fund
Franklin Low Duration Total Return Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin Equity Income Fund
Franklin Convertible Securities Fund |
United States | |
| Franklin Limited Duration Income Trust^ | United States | |
| Franklin Managed Trust on behalf of its series:^
Franklin Rising Dividends Funds |
United States | |
| Franklin Municipal Series Trust on behalf of its series:^
Franklin California High Yield Municipal Fund |
United States | |
| Franklin Mutual Series Funds on behalf of its series^
Franklin Mutual Beacon Fund
Franklin Mutual Global Discovery Fund
Franklin Mutual European Fund
Franklin Mutual Quest Fund
Franklin Mutual Shares Fund
Franklin Mutual Financial Services Fund |
United States |
|
Customer |
Jurisdiction | |
| Franklin New York Tax-Free Income Fund^ | United States | |
| Franklin New York Tax Free Trust on behalf of its series^
Franklin New York Intermediate-Term Tax-Free Income Fund |
United States | |
| Franklin Real Estate Securities Trust on behalf of its series^
Franklin Real Estate Securities Fund |
United States | |
| Franklin Strategic Mortgage Portfolio^ | United States | |
| Franklin Strategic Series on behalf of its series^
Franklin Strategic Income Fund
Franklin Small-Mid Cap Growth Fund
Franklin Biotechnology Discovery Fund
Franklin Natural Resources Fund
Franklin Growth Opportunities Fund
Franklin Small Cap Growth Fund
Franklin ▇▇▇▇▇▇▇▇▇ SMACS Series ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SMACS Series E
Franklin ▇▇▇▇▇▇▇▇▇ SMACS Series H
Franklin ▇▇▇▇▇▇▇▇▇ SMACS Series I
Franklin ▇▇▇▇▇▇▇▇▇ SMACS: Series C
Franklin ▇▇▇▇▇▇▇▇▇ SMACS: Series CP
|
United States | |
| Franklin Tax Free Trust on behalf of its series^
Franklin Massachusetts Tax-Free Income Fund
Franklin Michigan Tax-Free Income Fund
Franklin Minnesota Tax-Free Income Fund
Franklin Ohio Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Federal Limited-Term Tax-Free Fund |
United States |
|
Customer |
Jurisdiction | |
| Franklin Missouri Tax-Free Income Fund
Franklin Oregon Tax-Free Income Fund
Franklin Virginia Tax-Free Income Fund
Franklin Alabama Tax-Free Income Fund
Franklin Connecticut Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland Tax-Free Income Fund
Franklin North Carolina Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax-Free Income Fund |
||
| Franklin Universal Trust^ | United States | |
| ▇▇▇▇▇▇▇▇ ▇.▇. Government Money Fund on behalf of its series^
Franklin U.S. Government Money Fund |
United States | |
| Franklin Value Investors Trust on behalf of^
Franklin Mutual U.S. Mid Cap Value Fund
Franklin Microcap Value Fund
Franklin Small Cap Value Fund |
United States | |
| The Money Market Portfolios on behalf of its series^
The U.S. Government Money Market Portfolio |
United States | |
| Franklin ▇▇▇▇▇▇▇▇▇ Cayman SPC Fund
Franklin USD Diversified Bond VI 2024 ▇▇
▇▇▇▇▇▇▇▇ USD Diversified Fixed Tenure Bond ▇▇
▇▇▇▇▇▇▇▇ USD Diversified Bond VII 2024 ▇▇
▇▇▇▇▇▇▇▇ USD Diversified Fixed Tenure Bond Series II ▇▇
▇▇▇▇▇▇▇▇ K2 Athena Risk Premia Enhanced SP |
Cayman Islands | |
| Franklin USD Diversified Bond IV 2024 Fund | Cayman Islands | |
| Franklin ▇▇▇▇▇▇▇▇▇ U.S. Government Securities II Limited | Bermuda | |
| Alternative Strategies (FT) LTD. | Cayman Island |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇ Duration Credit Fund | United States | |
| ▇▇▇▇▇▇ California Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Convertible Securities Fund | United States | |
| ▇▇▇▇▇▇ Diversified Income Trust | United States | |
| ▇▇▇▇▇▇ Asset Allocation Funds, on behalf of its series
▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund
▇▇▇▇▇▇ Multi-Asset Income Fund |
United States | |
| ▇▇▇▇▇▇ Funds Trust, on behalf of its series
▇▇▇▇▇▇ Core Bond Fund
▇▇▇▇▇▇ Core Equity Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund
▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇▇▇ Floating Rate Income Fund
▇▇▇▇▇▇ Focused Equity Fund
▇▇▇▇▇▇ Global Technology Fund
▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund
▇▇▇▇▇▇ International Value Fund
▇▇▇▇▇▇ Mortgage Opportunities Fund
▇▇▇▇▇▇ Short Duration Bond Fund
▇▇▇▇▇▇ Short Term Investment Fund
▇▇▇▇▇▇ Short-Term Municipal Income Fund
▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇ Ultra Short Duration Income Fund
▇▇▇▇▇▇ Ultra Short MAC Series
|
United States | |
| ▇▇▇▇▇▇ Focused International Equity Fund | United States | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund | United States |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇ Global Health Care Fund | United States | |
| ▇▇▇▇▇▇ Global Income Trust | United States | |
| ▇▇▇▇▇▇ High Yield Fund | United States | |
| ▇▇▇▇▇▇ Income Fund | United States | |
| ▇▇▇▇▇▇ International Equity Fund | United States | |
| ▇▇▇▇▇▇ Investment Funds, on behalf of its series
▇▇▇▇▇▇ Government Money Market Fund
▇▇▇▇▇▇ International Capital Opportunities Fund
▇▇▇▇▇▇ Large Cap Growth Fund
▇▇▇▇▇▇ Research Fund
▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇ Sustainable Future Fund |
United States | |
| ▇▇▇▇▇▇ Large Cap Value Fund | United States | |
| ▇▇▇▇▇▇ Managed Municipal Income Trust | United States | |
| ▇▇▇▇▇▇ Massachusetts Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Master Intermediate Income Trust | United States | |
| ▇▇▇▇▇▇ Minnesota Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Money Market Fund | United States | |
| ▇▇▇▇▇▇ Mortgage Securities Fund | United States | |
| ▇▇▇▇▇▇ Municipal Opportunities Trust | United States | |
| ▇▇▇▇▇▇ New Jersey Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ New York Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Ohio Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Pennsylvania Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Premier Income Trust | United States | |
| ▇▇▇▇▇▇ Sustainable Leaders Fund | United States | |
| ▇▇▇▇▇▇ Target Date Funds, on behalf of its series
▇▇▇▇▇▇ Retirement Advantage Maturity Fund
▇▇▇▇▇▇ Retirement Advantage 2070 Fund* |
United States |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇ Retirement Advantage 2065 Fund
▇▇▇▇▇▇ Retirement Advantage 2060 Fund
▇▇▇▇▇▇ Retirement Advantage 2055 Fund
▇▇▇▇▇▇ Retirement Advantage 2050 Fund
▇▇▇▇▇▇ Retirement Advantage 2045 Fund
▇▇▇▇▇▇ Retirement Advantage 2040 Fund
▇▇▇▇▇▇ Retirement Advantage 2035 Fund
▇▇▇▇▇▇ Retirement Advantage 2030 Fund
▇▇▇▇▇▇ Retirement Advantage 2025 Fund
▇▇▇▇▇▇ Sustainable Retirement Maturity Fund
▇▇▇▇▇▇ Sustainable Retirement 2070 Fund*
▇▇▇▇▇▇ Sustainable Retirement 2065 Fund
▇▇▇▇▇▇ Sustainable Retirement 2060 Fund
▇▇▇▇▇▇ Sustainable Retirement 2055 Fund
▇▇▇▇▇▇ Sustainable Retirement 2050 Fund
▇▇▇▇▇▇ Sustainable Retirement 2045 Fund
▇▇▇▇▇▇ Sustainable Retirement 2040 Fund
▇▇▇▇▇▇ Sustainable Retirement 2035 Fund
▇▇▇▇▇▇ Sustainable Retirement 2030 Fund
▇▇▇▇▇▇ Sustainable Retirement 2025 Fund |
||
| ▇▇▇▇▇▇ Tax Exempt Income Fund | United States | |
| ▇▇▇▇▇▇ Tax-Free Income Trust, on behalf of its series
▇▇▇▇▇▇ Strategic Intermediate Municipal Fund
▇▇▇▇▇▇ Tax-Free High Yield Fund |
United States | |
| ▇▇▇▇▇▇ Variable Trust, on behalf of its series
▇▇▇▇▇▇ VT Core Equity Fund |
United States |
|
Customer |
Jurisdiction | |
| ▇▇▇▇▇▇ VT Diversified Income Fund
▇▇▇▇▇▇ VT Emerging Markets Equity Fund
▇▇▇▇▇▇ VT Focused International Equity Fund
▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
▇▇▇▇▇▇ VT Global Asset Allocation Fund
▇▇▇▇▇▇ VT Global Health Care Fund
▇▇▇▇▇▇ VT Government Money Market Fund
▇▇▇▇▇▇ VT High Yield Fund
▇▇▇▇▇▇ VT Income Fund
▇▇▇▇▇▇ VT International Equity Fund
▇▇▇▇▇▇ VT International Value Fund
▇▇▇▇▇▇ VT Large Cap Growth Fund
▇▇▇▇▇▇ VT Large Cap Value Fund
▇▇▇▇▇▇ VT Mortgage Securities Fund
▇▇▇▇▇▇ VT Research Fund
▇▇▇▇▇▇ VT Small Cap Growth Fund
▇▇▇▇▇▇ VT Small Cap Value Fund
▇▇▇▇▇▇ VT Sustainable Future Fund
▇▇▇▇▇▇ VT Sustainable Leaders Fund |
||
| Franklin Dynamic Asset Allocation Balanced Ltd., a subsidiary of ▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund | Cayman Islands | |
| Franklin Dynamic Asset Allocation Growth Ltd., a subsidiary of ▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund | Cayman Islands | |
| Franklin Dynamic Asset Allocation Conservative Ltd., a subsidiary of ▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund | Cayman Islands | |
| Franklin Multi-Asset Income Ltd., a subsidiary of ▇▇▇▇▇▇ Multi-Asset Income Fund | Cayman Islands |
*Denotes a Customer added through this Joinder.
^Denotes a Customer that is a party to the Mutual Fund Rider to the Global Custody Agreement