EXHIBIT 10.9
FRANKLIN TEMPLETON INVESTOR
SERVICES, LLC
AMENDED AND RESTATED
TRANSFER AGENT AND SHAREHOLDER SERVICES
AGREEMENT
Investment Company:
[NAME
OF TRUST OR CORPORATION]
Date:
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 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 formerly known as Franklin Administrative
Services, Inc. This Agreement supersedes prior Shareholder Services
Agreements between the parties, as stated below in section
16(d).
WITNESSETH
:
That, for and in consideration of
the mutual promises hereinafter set forth, the Investment Company
and FTIS agree as follows:
1. Definitions .
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following
meanings:
(a) “Articles” shall
mean the Articles of Incorporation, Declaration of Trust or
Agreement of Limited Partnership, as appropriate, of the Investment
Company as the same may be amended from time to time;
(b) “Authorized Person”
shall be deemed to include any person, whether or not such person
is an officer or employee of the Investment Company, duly
authorized to give Oral Instructions or Written Instructions on
behalf of the Investment Company, as indicated in a resolution of
the Investment Company’s Board which was valid at the time of
this Agreement, or as indicated in a certificate furnished to FTIS
pursuant to Section 4(c) hereof;
(c) “Board” shall mean
the Investment Company’s Board of Directors, Board of
Trustees or Managing General Partners, as appropriate;
(d) “Custodian” shall
mean a custodian and any sub-custodian of securities and other
property which the Investment Company may from time to time
deposit, or cause to be deposited or held under the name or account
of such custodian pursuant to the Custody Agreement;
(e) “Oral Instructions”
shall mean instructions (including without limitation instructions
received by telephone, facsimile, electronic mail or other
electronic mail), other than written instructions, actually
received by FTIS from a person reasonably believed by FTIS to be an
Authorized Person;
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(f) “Shares” shall mean
shares of each class of capital stock, beneficial interest or
limited partnership interest, as appropriate, of each series of the
Investment Company; and
(g) “Written
Instructions” shall mean a written communication signed by a
person reasonably believed by FTIS to be an Authorized Person and
actually received by FTIS.
2. Appointment of FTIS
. The Investment Company hereby appoints FTIS as transfer agent for
Shares of the Investment Company, as service agent in connection
with dividend and distribution functions, and as shareholder
servicing agent for the Investment Company, and FTIS accepts such
appointment and agrees to perform the following duties.
3. Compensation
.
(a) Payment to FTIS
:
(i) Compensation for
Servicing : The Investment Company will compensate FTIS for the
performance of its services in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and
incorporated herein. FTIS will bill the Investment Company as soon
as practicable after the end of each calendar month, in accordance
with Schedule A. The Investment Company will promptly pay to FTIS
the amount of such billing.
(ii) Reimbursement for
Out-of-Pocket Expenses : The Investment Company will reimburse
FTIS for out-of-pocket disbursements paid to third parties by FTIS
in the performance of its obligations hereunder including, but not
limited to, the items specified in the written schedule of
out-of-pocket expenses paid to third parties annexed hereto as
Schedule B and incorporated herein. Unspecified out-of-pocket
expenses shall be limited to those out-of-pocket expenses
reasonably incurred by FTIS in the performance of its obligations
hereunder, subject to approval by the Board. Reimbursement by the
Investment Company for out-of-pocket disbursements paid by FTIS in
any month shall be made as soon as practicable after the receipt of
an itemized bill from FTIS.
(b) Beneficial Owner Servicing
Fees to Third Parties : Subject to the limitation set forth in
paragraph (d) below, the Investment Company will reimburse
FTIS for servicing fee payments (“Beneficial Owner Servicing
Fees”) made by FTIS on the Investment Company’s behalf
to institutions that purchase and hold the Investment
Company’s shares in the institution’s name, or in the
name of an affiliate, nominee or other designated entity, through a
master fund level account (“Omnibus Account”) on behalf
of numerous “Beneficial Owners”. For purposes of this
Agreement, (i) “Beneficial Owner” means each
person with an indirect interest in fund shares issued and recorded
in an Omnibus Account; and (ii) a person will be deemed to
have an “indirect interest” in a fund’s shares if
the value of the person’s interest changes directly in
relation to changes in the net asset value of the fund’s
shares.
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(c) Networked Account Servicing
Fees to Third Parties : Subject to the limitation set forth in
paragraph (d) below, the Investment Company will reimburse
FTIS for servicing fee payments (“Networked Account Servicing
Fees”) made by FTIS on the Investment Company’s behalf
to an institution for each Fund account (a “Networked
Account”) maintained by FTIS in which servicing is shared
with that institution by the exchange of account data through the
National Securities Clearing Corporation (NSCC) networking
system.
(d) Maximum Reimbursement Amount
for Beneficial Owner Servicing Fees and Networked Account Servicing
Fees . The Investment Company authorizes FTIS to negotiate
Beneficial Owner Servicing Fees and Networked Account Servicing
Fees on the Investment Company’s behalf and shall reimburse
FTIS for those fees negotiated and paid up to the “Maximum
Reimbursement Amount”. The Maximum Reimbursement Amount for
each fiscal year of the Investment Company, calculated on the basis
of all Omnibus Accounts, Participant Directed Plans and all
Networked Accounts open during that fiscal year, shall equal the
total amount (including out-of-pocket expenses) that would
otherwise have been payable by the Investment Company to FTIS under
the terms of this Agreement if (i) all Beneficial Owners for
which Beneficial Owner Servicing fees were paid had been Full
Service Accounts (as defined in Schedule A); and (ii) all
Networked Accounts for which Networked Account Servicing Fees were
paid had been Full Service Accounts.
(e) Compensation Adjustments
. Any compensation agreed to hereunder may be adjusted from time to
time by mutual agreement by attaching revised Schedules A or B to
this Agreement.
4. Documents . In connection
with the appointment of FTIS, the Investment Company shall, within
a reasonable period of time for FTIS to prepare to perform its
duties hereunder, deliver to FTIS the following
documents:
(a) If applicable, specimens of the
certificates for the Shares;
(b) All account application forms
and other documents relating to Shareholder accounts or to any
plan, program or service offered by the Investment
Company;
(c) A certificate identifying the
Authorized Persons and specimen signatures of Authorized Persons
who will sign Written Instructions; and
(d) All documents and papers
necessary under the laws of the Investment Company’s state of
domicile, under the Investment Company’s Articles, and as may
be required for the due performance of FTIS’s duties under
this Agreement or for the due performance of additional duties as
may from time to time be agreed upon between the Investment Company
and FTIS.
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5. Duties of the Transfer
Agent . FTIS shall be responsible for administering and/or
performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for
performing shareholder account and administrative agent functions
in connection with the issuance, transfer, exchange, redemption or
repurchase (including coordination with the Custodian) of Shares.
FTIS shall be bound to follow its usual and customary operating
standards and procedures, as they may be amended from time to time,
and each current prospectus and Statement of Additional Information
(hereafter, collectively, the “prospectus”) of the
Investment Company. Without limiting the generality of the
foregoing, FTIS agrees to perform the specific duties listed on
Schedule C.
The duties to be performed by FTIS
shall not include the engagement, supervision or compensation of
any service providers, or any registrations or fees of any kind,
which are required by the laws of any foreign country in which the
Fund may choose to invest portfolio assets or sell
Shares.
6. (a) Distributions Payable in
Shares . In the event that the Board of the Investment Company
shall declare a distribution payable in Shares, the Investment
Company shall deliver to FTIS written notice of such declaration
signed on behalf of the Investment Company by an officer thereof,
upon which FTIS shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, and
(ii) that all appropriate action has been taken to effect such
distribution.
(b) Distributions Payable in
Cash; Redemption Payments . In the event that the Board of the
Investment Company shall declare a distribution payable in cash,
the Investment Company shall deliver to FTIS written notice of such
declaration signed on behalf of the Investment Company by an
officer thereof, upon which FTIS shall be entitled to rely for all
purposes, certifying (i) the amount per share to be
distributed, (ii) the record and payment dates for the
distribution, and (iii) that all appropriate action has been
taken to effect such distribution. Once the amount and validity of
any dividend or redemption payments to shareholders have been
determined, the Investment Company shall transfer the payment
amounts from the Investment Company’s accounts to an account
or accounts held in the name of FTIS, as paying agent for the
shareholders, in accordance with any applicable laws or
regulations, and FTIS shall promptly cause payments to be made to
the shareholders.
7. Recordkeeping and Other
Information . FTIS shall create, maintain and preserve all
necessary records in accordance with all applicable laws, rules and
regulations. Such records are the property of the Investment
Company, and FTIS will promptly surrender them to the Investment
Company upon request or upon termination of this Agreement. In the
event of such a request or termination, FTIS shall be entitled to
make and retain copies of all records surrendered, and to be
reimbursed by the Investment Company for reasonable expenses
actually incurred in making such copies. FTIS will take reasonable
actions to maintain the confidentiality of the Investment
Company’s records, which may nevertheless be disclosed to the
extent required by law or by this Agreement, or to the extent
permitted by the Investment Company.
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8. Other Duties . In
addition, FTIS shall perform such other duties and functions, and
shall be paid such amounts therefor, as may from time to time be
agreed upon in writing between the Investment Company and FTIS.
Such other duties and functions shall be reflected in a written
amendment to Schedule C, and the compensation for such other duties
and functions shall be reflected in a written amendment to Schedule
A.
9. Reliance by Transfer Agent;
Instructions .
(a) FTIS will be protected in acting
upon Written or Oral Instructions reasonably believed to have been
executed or orally communicated by an Authorized Person and will
not be held to have any notice of any change of authority of any
person until receipt of a Written Instruction thereof from an
officer of the Investment Company. FTIS will also be protected in
processing Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the officers of the
Investment Company and the proper countersignature of
FTIS.
(b) At any time FTIS may apply to
any Authorized Person of the Investment Company for Written
Instructions, or may seek advice at the Investment Company’s
expense from legal counsel for the Investment Company, with respect
to any matter arising in connection with this Agreement. FTIS shall
not be liable for any action taken or not taken or suffered by it
in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Investment Company.
Written Instructions requested by FTIS will be provided by the
Investment Company within a reasonable period of time.
10. Acts of God, etc . FTIS
will not be liable or responsible for delays or errors by reason of
circumstances beyond its control, including acts of civil or
military authority, national emergencies, labor difficulties, fire,
mechanical breakdown beyond its control, earthquake, flood or
catastrophe, acts of God, insurrection, war, riots or failure
beyond its control of transportation, communication or power
supply.
11. Duty of Care and
Indemnification . FTIS will indemnify the Investment Company
against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees
and expenses) resulting from any claim, demand, action or suit
resulting from willful misfeasance, bad faith or gross negligence
on the part of FTIS, and arising out of, or in connection with, its
duties hereunder. However, FTIS shall have no liability for or
obligation to indemnify the Investment Company against any losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) incurred by the Investment Company as a
result of: (i) any action taken in accordance with Written or
Oral Instructions; (ii) any action taken in accordance with
written or oral advice reasonably believed by FTIS to have been
given by counsel for the Investment Company; (iii) any action
taken as a result of any error or omission in any record (including
but not limited to magnetic tapes, computer printouts, hard copies
and microfilm copies) delivered, or caused to be delivered, by the
Investment Company to FTIS in connection with this Agreement; or
(iv) any action taken in accordance with shareholder
instructions which meet the standards
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described in the Investment Company’s
current prospectus, including without limitation oral instructions
which meet the standards described in the section of the prospectus
dealing with telephone transactions, so long as FTIS believes such
instructions
