SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
This Subcontract for Fund Administrative Services
("Subcontract") is made as of March 1, 2008 between FRANKLIN
ADVISERS, INC., a California corporation, hereinafter called the
"Investment Manager," and FRANKLIN XXXXXXXXX SERVICES, LLC (the
"Administrator").
In consideration of the mutual agreements herein made,
the Administrator and the Investment Manager understand and agree
as follows:
I. Prime Contract.
This Subcontract is made in order to assist the Investment
Manager in fulfilling certain of the Investment Manager's
obligations under each investment management and investment
advisory agreement ("Agreement") between the Investment Manager
and each Investment Company listed on Exhibit A, ("Investment
Company") for itself or on behalf of each of its series listed on
Exhibit A (each, a "Fund"). This Subcontract is subject to the
terms of each Agreement, which is incorporated herein by
reference.
II. Subcontractual Provisions.
(1) The Administrator agrees, during the life of this
Agreement, to provide the following services to each Fund:
(a) providing office space, telephone, office
equipment and supplies for the Fund;
(b) providing trading desk facilities for the Fund,
unless these facilities are provided by the Fund's investment
adviser;
(c) authorizing expenditures and approving bills for
payment on behalf of the Fund;
(d) supervising preparation of periodic reports to
shareholders, notices of dividends, capital gains distributions
and tax credits; and attending to routine correspondence and
other communications with individual shareholders when asked to
do so by the Fund's shareholder servicing agent or other agents
of the Fund;
(e) coordinating the daily pricing of the Fund's
investment portfolio, including collecting quotations from
pricing services engaged by the Fund; providing fund accounting
services, including preparing and supervising publication of
daily net asset value quotations, periodic earnings reports and
other financial data; and coordinating trade settlements;
(f) monitoring relationships with organizations
serving the Fund, including custodians, transfer agents, public
accounting firms, law firms, printers and other third party
service providers;
(g) supervising compliance by the Fund with
recordkeeping requirements under the federal securities laws,
including the 1940 Act and the rules and regulations thereunder,
and under other applicable state and federal laws; and
maintaining books and records for the Fund (other than those
maintained by the custodian and transfer agent);
(h) preparing and filing of tax reports including the
Fund's income tax returns, and monitoring the Fund's compliance
with subchapter M of the Internal Revenue Code, as amended, and
other applicable tax laws and regulations;
(i) monitoring the Fund's compliance with: 1940 Act
and other federal securities laws, and rules and regulations
thereunder; state and foreign laws and regulations applicable to
the operation of investment companies; the Fund's investment
objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Investment Company's Board of
Trustees or Directors ("Board") or by the Fund's investment
adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial
personnel needed to carry out the above responsibilities;
(k) preparing and filing regulatory reports, including
without limitation Forms N-1A and NSAR, proxy statements,
information statements and U.S. and foreign ownership reports; and
(l) providing support services incidental to carrying
out these duties.
Nothing in this Agreement shall obligate the Investment Company
or any Fund to pay any compensation to the officers of the
Investment Company. Nothing in this Agreement shall obligate the
Administrator to pay for the services of third parties, including
attorneys, auditors, printers, pricing services or others,
engaged directly by the Fund to perform services on behalf of the
Fund.
(2) The Investment Manager agrees to pay to the
Administrator as compensation for such services a monthly fee
equal on an annual basis to 0.15% of the first $200 million of
the average daily net assets of each Fund during the month
preceding each payment, reduced as follows: on such net assets in
excess of $200 million up to $700 million, a monthly fee equal on
an annual basis to 0.135%; on such net assets in excess of $700
million up to $1.2 billion, a monthly fee equal on an annual
basis to 0.1%; and on such net assets in excess of $1.2 billion,
a monthly fee equal on an annual basis to 0.075%.
From time to time, the Administrator may waive all or a portion
of its fees provided for hereunder and such waiver shall be
treated as a reduction in the purchase price of its services.
The Administrator shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fee, or any
limitation of each affected Fund's expenses, as if such waiver or
limitation were fully set forth herein.
(3) This Subcontract shall become effective on the date
written above and shall continue in effect as to each Investment
Company and each Fund so long as (1) the Agreement applicable to
the Investment Company or Fund is in effect and (2) this
Subcontract is not terminated. This Subcontract will terminate
as to any Investment Company or Fund immediately upon the
termination of the Agreement applicable to the Investment Company
or Fund, and may in addition be terminated by either party at any
time, without the payment of any penalty, on sixty (60) days'
written notice to the other party.
(4) In the absence of willful misfeasance, bad faith or
gross negligence on the part of the Administrator, or of reckless
disregard of its duties and obligations hereunder, the
Administrator shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Subcontract to be executed by their duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /s/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
President & Chief Investment Officer
FRANKLIN XXXXXXXXX SERVICES, LLC
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
President
SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
BETWEEN
FRANKLIN ADVISERS, INC.
AND
FRANKLIN XXXXXXXXX SERVICES, LLC
EXHIBIT A
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INVESTMENT COMPANY SERIES---(IF APPLICABLE)
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Franklin California Tax-Free
Income Fund
Franklin California Tax-Free Trust Franklin California Insured Tax-Free
Income Fund
Franklin California Tax-Exempt Money Fund
Franklin California Intermediate-Term
Tax-Free Income Fund
Franklin Capital Growth Fund
Franklin Custodian Funds Franklin Dynatech Fund
Franklin Income Fund
Franklin Utilities Fund
Franklin U.S. Government Securities Fund
Franklin Federal Tax- Free Income
Fund
Franklin Gold and Precious Metals
Fund
Franklin High Income Trust Franklin High Income Fund
Franklin Investors Securities Franklin Convertible Securities Fund
Trust Franklin Equity Income Fund
Franklin Limited Maturity U.S. Gov.
Securities Fund
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Franklin Municipal Securities Franklin California High Yield Municipal
Trust Fund
Franklin Tennessee Municipal Bond Fund
Franklin New York Tax-Free Trust Franklin New York Tax-Exempt Money Fund
Franklin New York Insured Tax-Free
Income Fund
Franklin New York Intermediate-Term
Tax-Free Income Fund
Franklin New York Tax-Free Income
Fund
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INVESTMENT COMPANY SERIES---(IF APPLICABLE)
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Franklin Strategic Mortgage
Portfolio
Franklin Strategic Series Franklin Flex Cap Growth Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Natural Resources Fund
Franklin Small-Mid Cap Growth Fund
Franklin Strategic Income Fund
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust Franklin Alabama Tax-Free Income Fund
Franklin Arizona Tax-Free Income Fund
Franklin Colorado Tax-Free Income Fund
Franklin Connecticut Tax-Free Income
Fund
Franklin Double Tax-Free Income Fund
Franklin Federal Intermediate-Term
Tax-Free
Income Fund
Franklin Florida Tax-Free Income Fund
Franklin Georgia Tax-Free Income Fund
Franklin High Yield Tax-Free Income Fund
Franklin Insured Tax-Free Income Fund
Franklin Kentucky Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund
Franklin Maryland Tax-Free Income Fund
Franklin Massachusetts Insured Tax-Free
Income Fund
Franklin Michigan Insured Tax-Free
Income Fund
Franklin Minnesota Insured Tax-Free
Income Fund
Franklin Missouri Tax-Free Income Fund
Franklin New Jersey Tax-Free Income Fund
Franklin North Carolina Tax-Free Income
Fund
Franklin Ohio Insured Tax-Free Income
Fund
Franklin Oregon Tax-Free Income Fund
Franklin Pennsylvania Tax-Free Income
Fund
Franklin Virginia Tax-Free Income Fund
Franklin Xxxxxxxxx Global Trust Franklin Xxxxxxxxx Hard Currency Fund
Franklin Xxxxxxxxx International Templeton Foreign Smaller Companies Fund
Trust
CLOSED END FUNDS:
Franklin Universal Trust
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