Franklin Gold & Precious Metals Fund Sample Contracts

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TERMINAL LINK MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 24th, 2017 • Franklin Gold & Precious Metals Fund

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.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 28th, 2018 • Franklin Gold & Precious Metals Fund • Delaware

WHEREAS Franklin Gold and Precious Metals Fund (the “Trust”) was formed on November 16, 1999 under the name “Franklin Gold and Precious Metals Fund” by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of November 16, 1999 (the “Original Declaration of Trust”); and

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 27th, 2013 • Franklin Gold & Precious Metals Fund

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 • November 26th, 2019 • Franklin Gold & Precious Metals Fund

This Amendment is dated as of the 1st day of October 2019, 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).

FRANKLIN GOLD FUND 777 Mariners Island Blvd. San Mateo, California 94404
Distribution Agreement • November 29th, 1999 • Franklin Gold Fund
AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 23rd, 2016 • Franklin Gold & Precious Metals Fund

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • November 27th, 2023 • Franklin Gold & Precious Metals Fund

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 GOLD AND PRECIOUS METALS FUND
Franklin Gold & Precious Metals Fund • November 25th, 2022

We, Franklin Gold and Precious Metals Fund (the “Fund”), 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.

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund • 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 • November 26th, 2014 • Franklin Gold & Precious Metals Fund • 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;

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • November 24th, 2017 • Franklin Gold & Precious Metals Fund • 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 FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 24th, 2017 • Franklin Gold & Precious Metals Fund

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.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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”).

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TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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 • November 26th, 2019 • Franklin Gold & Precious Metals Fund

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 • November 27th, 2023 • Franklin Gold & Precious Metals Fund • 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.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • November 27th, 2012 • Franklin Gold & Precious Metals Fund • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 28th, 2018 • Franklin Gold & Precious Metals Fund

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”).

FIFTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund • 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.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • November 26th, 2014 • Franklin Gold & Precious Metals Fund • California

This Amended and Restated Subcontract, dated as of February 28, 2012, and amended as of May 1, 2014, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

FOURTH JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 27th, 2023 • Franklin Gold & Precious Metals Fund • New York

FOURTH 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 J.P. MORGAN CHASE BANK, N.A ("J.P. Morgan") as amended from time to time (the "Agreement") is made and entered into as of February 15, 2023 and shall be effective as of March 31, 2023, between the New Customers (as defined below) and

THIRD JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 27th, 2023 • Franklin Gold & Precious Metals Fund • 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.

SECOND JOINDER TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 27th, 2023 • Franklin Gold & Precious Metals Fund • New York

This second 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 March 12, 2021, and shall be effective as of March 12, 2021, between the New Customer (as defined below) and J.P. Morgan.

TERMINAL LINK MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 23rd, 2016 • Franklin Gold & Precious Metals Fund

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.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • November 26th, 2014 • Franklin Gold & Precious Metals Fund

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 EXHIBIT A
Master Custody Agreement • November 25th, 2022 • Franklin Gold & Precious Metals Fund

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.

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