0001450791-13-000261 Sample Contracts

FRANKLIN ETF TRUST on behalf of FRANKLIN SHORT DURATION U.S. GOVERNMENT ETF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 1st, 2013 • Franklin ETF Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN SHORT DURATION U.S. GOVERNMENT ETF (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

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SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • August 1st, 2013 • Franklin ETF Trust • California

This Subcontract, dated as of [________], 2013, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 1st, 2013 • Franklin ETF Trust • New York

AGREEMENT made as of the ______ day of ________, 2013, by and between the FRANKLIN ETF TRUST, a Delaware statutory trust having its principal office and place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the “Trust”), on behalf of each series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time) (each a “Fund”), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

Franklin ETF Trust One Franklin Parkway San Mateo, California 94403-1906
Franklin ETF Trust • August 1st, 2013 • New York

We, Franklin ETF Trust (the “Trust”), are a Delaware statutory trust operating as an open-end management investment company, 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 of our authorized but unissued shares of beneficial interest (the “Shares”), generally only in aggregations consituting a Creation Unit, as such term is defined in the registration statement filed from time to time by the Trust with the U.S. Securities and Exchange Commission (the “Commission”) and effective under the 1933 Act and the 1940 Act (the “Registration Statement”), only to Authorized Participants (as that term is defined in the Registration Statement) in accordance with applicable Federal and State securities laws. The Trust’s Shares may be made available in one or more separate series. Shares are anticipated to be listed for trading

TERMINAL LINK AGREEMENT
Terminal Link Agreement • August 1st, 2013 • Franklin ETF Trust

AGREEMENT made as of February 16, 1996 between The Bank of New York as custodian (the “Custodian”) and each Investment Company listed on Exhibit A, for itself and for each of Series listed on Exhibit A (each, a “Fund”).

MASTER CUSTODY AGREEMENT
Master Custody Agreement • August 1st, 2013 • Franklin ETF Trust • New York

THIS CUSTODY AGREEMENT ("Agreement") is made and entered into as of February 16, 1996, by and between each Investment Company listed on Exhibit A, for itself and for each of its Series listed on Exhibit A, and BANK OF NEW YORK, a New York corporation authorized to do a banking business (the "Custodian").

SUBCONTRACT FOR FUND ADMINISTRATION AND ACCOUNTING SERVICES
Franklin ETF Trust • August 1st, 2013 • New York

AGREEMENT made as of ________ __, 2013, by and between Franklin Templeton Services, LLC (“FT Services”), an indirect, wholly owned subsidiary of Franklin Resources, Inc., and The Bank of New York Mellon, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (“BNY”).

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