TDF Templeton Dragon Fund

A properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, (or an Agent’s Message in the case of a book-entry transfer, as described in Section 2.C), and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth in this Offer; and

Either the certificates for the Shares must be received by the Depositary at its address set forth in this Offer, or the tendering shareholder must comply with the book-entry delivery procedure set forth in Section 2.C; or

Shareholders must comply with the Guaranteed Delivery Procedure set forth in Section 2.D.

You make such tenders by or through an Eligible Guarantor;

The Depositary receives, prior to 5:00 p.m. New York City time on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund (delivered by hand, mail, telegram, telex, facsimile or email transmission); and

The certificates for all tendered Shares, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or, in the case

   Name: ____________________________

The Fund hereby appoints the Depositary, and the Depositary hereby accepts such appointment, to act as depositary pursuant to the terms and conditions set forth in this Agreement. The Depositary shall perform only those duties and obligations that are specifically set forth in this Agreement, and no implied duties and obligations shall be read into this Agreement against the Depositary.  If the Fund desires that the Depositary perform any duties or responsibilities not expressly set forth in this Agreement or have special operational requirements that deviate from the Depositary’s standard processes in providing the services herein, the parties shall execute a written amendment to this Agreement setting forth the terms and conditions (including any applicable fees) to be mutually agreed by the parties at such time.

The Fund agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may be reasonably requested by the Depositary in performing the services hereunder.

Promptly after execution of this Agreement and no later than at least five (5) business days prior to the Mailing Date (as defined below), the Fund shall deliver, cause to be delivered or make available to the Depositary a complete and correct list of shareholders of the Target (collectively, the “Shareholders” and each, a “Shareholder”) as of the Offer Date, identifying each Shareholder by name, address, and number of Shares owned, including any Share ownership information necessary for the Depositary to perform its duties pursuant to this Agreement. Such information shall include, but shall not be limited to, certificate numbers, the number of Shares represented by each certificate, the date of issuance of each certificate, book-entry Share amounts and book-entry Share issuance dates, cost basis (if applicable), and whether any stop transfer instructions or adverse claims are outstanding against such Shares.

Promptly after execution of this Agreement, the Fund shall provide to the Depositary sufficient copies of the Offer to Purchase, the Letter of Transmittal, and the other materials referred to in the Offer to Purchase as being available to the Shareholders (collectively, the “Shareholder

The Depositary shall take steps to establish and, subject to such establishment, maintain an account at the book-entry transfer facility for book-entry transfers of Shares, as set forth in the Letter of Transmittal and the Offer to Purchase, and the Depositary shall comply with the provisions of Rule 17Ad-14 under the Securities Exchange Act of 1934, as amended.  This account shall be maintained until all Shares tendered pursuant to the Offer have been withdrawn, accepted for payment, or returned.

The Depositary shall examine each Letter of Transmittal, Share certificate (if applicable), and other documents delivered or mailed to the Depositary in connection with the Offer to determine that (a) the Letter of Transmittal has been properly completed and duly executed in accordance with the instructions set forth thereon; (b) if applicable, no stop transfer instructions have been placed on the applicable Shares; (c) if applicable, the Share certificates have been duly endorsed or assigned for transfer and are otherwise in proper form for tender; and (d) any other documents contemplated by the Letter of Transmittal have been properly completed and duly executed in accordance with the Letter of Transmittal.  If a Letter of Transmittal has been improperly completed or executed or if the applicable certificate or certificates are not in proper form for transfer, or if an additional irregularity exists in connection with the tender of Shares, including any irregularity relating to stop transfer instructions, the Depositary shall use commercially reasonable efforts to take such actions as are necessary to remediate such irregularity.  Notwithstanding the foregoing, the Depositary shall not waive any defect or irregularity without the prior written approval of the Fund.  The resolution of any of the Depositary’s questions directed to the Fund or its counsel as to the validity, form and eligibility (including timeliness of receipt), or the proper completion or execution of the Shareholder Documents shall be final and binding and the Depositary may rely thereon.  The Fund shall reimburse the Depositary for any costs and expenses incurred by the Depositary as a result of its communications with the applicable Shareholder relating to any defects or irregularities in the Shareholder Documents.  For the avoidance of doubt, the Depositary is authorized to waive any irregularity in connection with tender of the Shares upon the prior written approval of any Fund officer or agent.

Tender of Shares must be effected in accordance with the terms and conditions set forth in the Letters of Transmittal, and Shares shall be considered validly tendered to the Depositary only if:

the Depositary receives prior to the Expiration Date:  (i) certificates for such Shares (or a book-entry confirmation relating to such Shares); and (ii) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees (or in the case of a book-entry transfer, an agent’s message (“Agent’s Message”) relating thereto); and (iii) any other documents required by the Letter of Transmittal; or

the Depositary receives prior to the Expiration Date:  (i) a properly completed and duly executed notice of guaranteed delivery (“Notice of Guaranteed Delivery”) relating to such Shares from an eligible guarantor institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended; (ii) certificates for such Shares (or a book-entry confirmation relating to such Shares); (iii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message relating thereto); and (iv) any other documents required by the

If the Depositary receives a written notice of withdrawal (a “Notice of Withdrawal”) from a Shareholder with respect to any Shares tendered by such Shareholder, the Depositary shall promptly return to such Shareholder any certificates representing the withdrawn Shares together with any other documents received by the Depositary with respect to such withdrawn Shares.  To be effective, a Notice of Withdrawal must (a) specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder(s) of such Shares to be withdrawn, if different from the name of the person who tendered the Shares, and the serial numbers shown on the share certificates; and (b) must be received by the Depositary at its address set forth on the back page of the Offer to Purchase within the time period specified for withdrawal in the Offer to Purchase.  If Shares were delivered to the Depositary pursuant to the procedure for book-entry transfer, the Notice of Withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares and otherwise comply with the book-entry transfer facility’s procedures.  The Depositary shall examine each Notice of Withdrawal to determine whether any such notice may be defective.  In the event that the Depositary determines that a Notice of Withdrawal is defective, it shall, after consultation with and upon instruction of the Fund, use commercially reasonable efforts in accordance with its regular procedures to notify the person delivering such Notice of Withdrawal.  All questions as to the form and validity (including time of receipt) of any Notice of Withdrawal will be determined by the Fund, in its sole discretion, which determination will be final and binding and the Depositary may rely thereon.  Any Shares that are properly withdrawn will no longer be considered to be validly tendered, unless such Shares are re-tendered by the Shareholder pursuant to the terms and conditions of the Offer prior to the Expiration Date.  In addition, if the Fund, pursuant to the terms and conditions of the Offer, notifies the Depositary in writing that it does not accept any Shares purported to be tendered, the Depositary shall promptly return to the Shareholder any certificates representing such rejected Shares together with any other documents received by the Depositary.

If, under the terms and conditions set forth in the Offer to Purchase, the Merger Subsidiary becomes obligated to accept for payment, and pay for, the tendered Shares, the Fund shall promptly provide to the Depositary a written notice of such acceptance (the “Acceptance Notice”).  Upon receipt of the Acceptance Notice, the Depositary shall, as promptly as practicable after the later of: (i) the Expiration Date; (ii) the physical receipt by the Depositary of Share certificates (in proper form for transfer by delivery) and properly completed and duly executed Letters of Transmittal or a book-entry confirmations including an Agent’s Message and any other documents required by the Letter of Transmittal relating to all tendered Shares; and (iii) the deposit by the Fund with the Depositary of the Payment Fund in accordance with Section 11 hereof, the Depositary shall mail to the tendering Shareholders or their designated payees checks in the amount of the applicable purchase price specified in the Offer (less any stock transfer tax and/or withholding tax and any other applicable deductions or adjustments in accordance with the Offer) for the Shares that have been properly tendered and purchased under the terms and conditions of the Offer.  The Fund shall pay all governmental charges, if any, payable pursuant to the Offer in respect of the transfer or issuance to the Merger Subsidiary or its nominee or nominees of all Shares so purchased.  After payment is made to tendering Shareholders, the Depositary shall promptly request the transfer agent for the Shares to affect the transfer of all Shares purchased by the Merger Subsidiary pursuant to the Offer and to issue certificate(s) for such Shares (the “Purchased Shares”) so transferred in accordance with any written instructions from the Fund.  Upon receipt, the Depositary shall deliver such certificate(s) for the Purchased Shares to the Merger Subsidiary.

On the applicable reporting date, the Depositary shall withhold federal and state taxes pursuant to applicable federal and state law for any Shareholder who has not provided a tax identification number, and shall file the applicable form(s) (including Forms 1099 or 1099B, to the extent applicable) and remit any withheld taxes to the Internal Revenue Service and/or appropriate state revenue agencies.  The Fund acknowledges that the Depositary has complete and final authority regarding all determinations concerning withholding requirements.  The Depositary shall report organizational actions based on the effective date of the organizational action regardless of when payment is actually made, unless the Fund provides an issuer statement, pursuant to IRC §6045B that states a different reporting period should apply. The Depositary may apply a thirty (30) day grace period for withholding obligations if a tax identification number has been provided for the Shareholder.  The Fund and the Merger Subsidiary shall jointly and severally indemnify and hold harmless the Depositary against any tax, late payment, interest, penalty, or other cost, liability, or expense that may be assessed against the Depositary arising out of or in connection with the performance of the Depositary’s obligations under this Section, except to the extent directly caused by the Depositary’s willful misconduct, bad faith or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Subject to applicable law, the Depositary shall maintain electronic records or hard copies of all cancelled or destroyed Share certificates that have been cancelled or destroyed by the Depositary.  

Promptly after the delivery of the Acceptance Notice, the Fund shall wire, or cause to be wired, to the Depositary in an account for the benefit of the tendering Shareholders, at JP Morgan Chase, 55 Water Street, New York, NY, ABA No. 021000021, Account No. 530-354616 (and referencing the name of the Fund), federal or other immediately available funds in an amount equal to the product of the number of Shares outstanding immediately prior to the Offer Date and

The Depositary is hereby authorized and instructed to cooperate with and furnish information to the information agent, any of its representatives or any other organization (or its representatives) designated from time to time by the Fund or the Merger Subsidiary, in any manner reasonably requested by any of them in connection with the Offer and tenders of Shares thereunder.

At 11:00 a.m., Eastern Time, or as promptly as practicable thereafter on each Business Day (as defined below) commencing on the Offer Date and up to and including the Expiration Date, the Depositary shall advise each of the persons named below by telephone or in writing, based upon its preliminary review (and at all times subject to final determination by the Fund) as of the close of business on the preceding Business Day or the most practicable time prior to such request as the case may be, as to: (i) the number of Shares duly tendered on such day; (ii) the number of Shares duly tendered represented by certificates physically delivered to the Depositary on such day; (iii) the number of Shares represented by Notices of Guaranteed Delivery delivered to the Depositary on such day; (iv) the number of Shares withdrawn on such day; (v) the number of Shares about which the Depositary has questions concerning the validity of the tender; and (vi) the cumulative totals of Shares in categories (i) through (v) above on such day:

Marc De Oliveira: marc.deoliveira@franklintempleton.com # 1

Chris Larsen: christopher.larsen@franklintempleton.com # 2

Patrick DeLoia: patrick.deloia@franklintempleton.com # 3

The Depositary shall provide, or cause to be provided, unclaimed property reporting

The Depositary:

shall not be required or requested to make any representations or warranties and have no responsibilities regarding the validity, sufficiency, value or genuineness of any certificates for Shares surrendered to the Depositary or the Shares;

shall not be required or requested to make any representations or warranties and have no responsibilities regarding the validity, sufficiency, value or genuineness of the Offer or the Payment Fund;

shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability, unless the Depositary shall have been furnished with indemnity reasonably satisfactory to it;

may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, instruction (including wire instruction), letter or other document or security delivered to it (including via email or other electronic means) and reasonably believed by it to be genuine and to have been given by the proper party or parties;

may rely on, and shall be protected in acting upon, written or oral instructions given by any officer of, or any party authorized by, the Fund with respect to any matter relating to the Depositary’s actions; and

may employ or retain such agents (including but not limited to, vendors, advisors and subcontractors) as it reasonably requires to perform its duties and obligations hereunder; may pay reasonable remuneration for all services so performed by such agents; shall not be responsible for any misconduct on the part of such agents; and in the case of counsel, may rely on the written advice or opinion of such counsel, which shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in good faith and in accordance with such advice or opinion.

Notwithstanding the tender of any Shares or the consummation of the Offer, the Fund agrees to pay the Depositary the fees set forth in Schedule 1 (the “Fees”) and reimburse the Depositary for all reasonable and documented expenses incurred by the Depositary in connection with the

To the fullest extent permitted by applicable law, neither party hereto shall be liable to the other party hereto on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings) even if advised of the possibility of such damages.

The Depositary’s liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the aggregate amount of all fees paid under this Agreement prior to the date of occurrence of the circumstances giving rise to such liability.

The Fund and the Merger Subsidiary hereby agree to jointly and severally indemnify and hold harmless the Depositary and its affiliates and its and their officers, directors, employees, advisors, agents, other representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing (each, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto or whether a Proceeding is brought by a third party or by the Fund or any of their respective affiliates, and to reimburse each such Indemnified Person upon demand for any reasonable, documented legal or other out‑of‑pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to the Indemnified Persons taken as a whole and, in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons taken as a whole; provided that the foregoing indemnity shall not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses  to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision).  The Depositary agrees to notify the Fund promptly of the assertion of any Proceeding against any Indemnified Person; provided, however, failure to provide such notice shall not adversely affect any Indemnified Person’s right to indemnification hereunder unless the Fund is actually prejudiced by such failure.  At the Fund’s election, unless there is a conflict of interest, the defense of the Indemnified Persons shall be conducted by the Fund’s counsel. Notwithstanding the foregoing, the Depositary may employ separate counsel to represent it or defend the Depositary or an Indemnified Person in such Proceeding, and the Fund will pay any reasonable, documented legal or other out‑of‑pocket expenses of counsel if the Depositary or such Indemnified Person reasonably determines, based on the advice of its legal counsel, that there are defenses available to the Depositary or such Indemnified Person that are different from, or in addition to, those available to the Fund, or if an actual or potential conflict of interest between the Depositary or the Indemnified Person and the Fund makes representation by the Fund’s counsel not advisable; provided  that, unless there is an actual or potential conflict of interest, the Fund will not be required to pay the fees and expenses of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single Proceeding.  In any Proceeding the defense of which the Fund assumes, the Indemnified Persons shall be entitled to participate in such Proceeding and retain its own counsel at such Indemnified Person’s own expense.

The Depositary shall not be liable for failure or delay in the performance of the Services if such failure or delay is due to causes beyond its reasonable control, including but not limited to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, pandemic, act of foreign enemies, hostilities (regardless of whether war is declared), civil war,

Any notice, report or payment required or permitted to be given or made under this Agreement by one party hereto to the other party shall be in writing and addressed to the other party at the following address (or at such other address as shall be given in writing by one party to the other):

This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without reference to its conflicts of law rules.  It is agreed that any action, suit or proceeding arising out of or based upon this Agreement shall be brought in the United States District Court for the Southern District of New York or any court of the State of New York of competent jurisdiction located in such District.  Service of process by registered mail addressed to each party at the respective address above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.  Each party hereto (a) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Services in any New York State court or in any such Federal court; (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court; and (c) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF ANY

The compensation, reimbursement, confidentiality, indemnification, jurisdiction, governing law, and waiver of jury trial provisions contained herein shall remain in full force and effect regardless of the termination of this Agreement.  No amendment or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given.  This Agreement is the only agreement between the parties hereto with respect to the matters contemplated hereby and sets forth the entire understanding of the parties hereto with respect thereto.  This Agreement and the obligations hereunder of each party hereto shall not be assignable by such party without the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned); provided that the Depositary may assign this Agreement or any rights granted hereunder, in whole or in part, to (a) its affiliates in connection with a reorganization or (b) a legal entity that acquires all or substantially all of the business or assets of the Depositary whether by merger, acquisition, or otherwise.

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Agreement in “.pdf” or “.tif” form shall be effective as delivery of a manually executed counterpart of this Agreement.  If any provision of this Agreement shall be held illegal or invalid by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein.

Either party may terminate this Agreement upon 30 days’ prior written notice to the other party. Unless so terminated, this Agreement shall continue to be effective until the earlier of (a) the termination or withdrawal by the Fund or the expiration of the Offer and the completion of the Depositary’s obligations to return any Share certificates and other documents received by the Depositary to the Shareholders; (b) the date that is six months after the later of (i) the mailing of checks for the Offer Price by the Depositary to the tendering Shareholders upon receipt of the Acceptance Notice pursuant to Section 8 hereof or (ii) the return of Share certificates by the Depositary upon receipt of the Termination Notice in accordance with Section 7 hereof; and (c) first anniversary of the Effective Date, at which time this Agreement shall terminate without further action of the parties.  Upon any such termination, the Depositary shall be relieved and discharged of any further responsibilities and obligations hereunder. Upon payment of all outstanding Fees and Expenses hereunder, the Depositary shall promptly deliver to the Fund or its designee any amounts remaining in the Payment Fund.

Provide strategic counsel to the Fund and its advisors relating to the Offer; provide periodic reports regarding the Offer as well as intelligence reports concerning the participation of brokers in the Offer, as requested.

Develop a timeline detailing the logistics and suggested methods for communications regarding the Offer.

Coordinate the ordering and receipt of the Depository Trust Company participant list(s) and non-objecting beneficial owner (“NOBO”) list(s).

Contact all banks, brokerage firms, and intermediaries to determine the number of beneficial owners serviced by each and the quantities of Offer materials needed and determine if electronic delivery of Offer materials is available.

Coordinate the printing and/or electronic delivery, if available, of sufficient Offer documents for the eligible universe of Fund shareholders, as requested.

Distribute the printed and/or electronic versions of the Offer materials to banks, brokers, and intermediaries in sufficient quantities for all of their respective beneficial owners; forward additional Offer materials, as requested; and follow up to ensure the correct processing of such by each firm.

Mail Offer materials to shareholders.

As appropriate, distribute the Offer materials directly to the decision maker at each major institutional shareholder, if any, to avoid the delay associated with the materials being filtered through the shareholder’s custodian bank or brokerage firm.

Establish a dedicated toll-free number to answer questions, provide assistance, and fulfill requests for Offer materials.

If requested by the Fund, conduct a proactive, outbound phone campaign to registered shareholders and/or NOBOs to confirm receipt and understanding of the Offer materials.

Maintain contact with the banks, brokers, and intermediaries for ongoing monitoring of responses to the Offer.

Provide feedback to the Fund and its advisors as to responses to the Offer.

EQ Fund Solutions agrees to complete the work described above for a flat base fee of $6,500 (the “Base Fee”).

Reasonable and documented out-of-pocket expenses incurred by EQ Fund Solutions in providing the services described above shall be reimbursed by the Fund and will include such charges as search notification, postage, messengers, warehouse charges, overnight couriers, and other expenses incurred by EQ Fund Solutions in obtaining or converting depository participant listings, transmissions from Broadridge Financial Solutions, and shareholders.

Upon request by the Fund, NOBO list processing and any additional solicitation pass through expenses, including mailings, overnight couriers, postage and messengers. For the Fund the estimated amount of such out-of-pocket expenses is estimated between $2,000 and $4,000.

A $600 charge for establishing a dedicated toll-free line to take incoming calls from shareholders and financial advisors.

Incoming calls from shareholders and financial advisors will be charged at $4.50 per call.

If requested by the Fund, a data processing fee of $750 will be incurred for receiving, converting, and processing electronic lists of registered holders and/or NOBO lists.  If such lists are to be used for telephone solicitation efforts, an additional $110.00 per hour will be invoiced for additional data processing time.

If requested by the Fund, outbound proactive information agent telephone campaign; $2,500 setup fee.

File processing/data scrubbing $0.15 per account

Phone number look ups $0.35 per lookup

$4.00 per completed phone call

 Billing and Payment:

An invoice for the Base Fee of $6,500 is attached, which fee must be paid prior to the commencement of the Offer.  Out-of-pocket expenses, fees for completed phone calls, set-up and other fees relating to the toll-free number, and charges for telephone look-ups will be invoiced to the Fund after the completion of the Offer.

Banks, brokers, and intermediaries will be instructed to send their invoices directly to the Fund for payment.  EQ Fund Solutions will, if requested, assist in reviewing and approving any or all of these invoices.

EQ Fund Solutions reserves the right to receive advance payment for any individual out-of-pocket charge anticipated to exceed $500 before incurring such expense.  We will advise you by e-mail or fax of any such request for an out-of-pocket advance.

This Agreement will be governed and construed in accordance with the laws of the State of New York for contracts made and to be performed entirely in New York and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto, except that EQ Fund Solutions may neither assign its rights nor delegate its duties without the Fund's prior written consent.

This Agreement, or any term of this Agreement, may be changed or waived only by written amendment signed by a duly authorized representative of each party hereto.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

If any provision of this Agreement shall be held invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected.

The provisions of Sections 5 and 6 hereof shall survive termination for any reason of this Agreement.

Specimens of all forms of outstanding stock certificates, in the forms approved by the Fund’s board, with a certificate of the secretary of the Fund as to such approval.

Specimens of the signatures of the officers of the Fund authorized to sign stock certificates and specimens of the signatures of the individuals authorized to sign written instructions and requests.

A copy of the charter and by-laws of the Fund and, on a continuing basis, copies of all material amendments to such charter or by-laws made after the date of this Agreement (such amendments to be provided promptly after such amendments are made).

A sufficient supply of blank certificates signed by (or bearing the facsimile signature of) the officers of the Fund authorized to sign stock certificates and bearing the Fund’s corporate seal (if required).  AST may use certificates bearing the signature of a person who at the time of use is no longer an officer of the Fund.

Create and maintain shareholder accounts for all Shares.

Provide online access capability for the Fund’s personnel, including “read-only” access to individual shareholder files.

Review transfer documents and certificates for acceptability.

Complete transfer debit and credit transactions.

Provide for the original issuance of shares as directed by the Fund.

Maintain the Fund’s treasury accounts in book entry.

Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers.

Post transfers to the record system daily.

Prepare a list of shareholders entitled to vote at the annual meeting as requested by the Fund; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST’s standard rates for the production of external tapes); tabulate returned proxy cards; and provide the Fund with access to shareholder voting records via online access or by written report, prior to the Fund’s annual meeting.

Provide appropriate responses to electronic, telephonic and written inquiries from the Fund’s shareholders.

Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative.

Prepare and submit appropriate tax and other reports required by state and federal agencies, principal stock exchanges, and shareholders, as requested by the Fund.

Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser.  AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST and the Fund harmless.  AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder.  AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity.

Compute dividend payment(s) for each account as of the record date, balanced to the official share position.

Prepare and transmit payments for dividends and distributions declared by the Fund, provided good funds for said dividends or distributions are received by AST prior to the scheduled mailing date for said dividends or distributions.  AST shall be entitled to any income earned with respect to the deposit of any funds by or with AST for the account of the Company or a Shareholder. Any benefits to AST from such deposits shall be deemed to have been con-templated in connection with said reasonable compensation and as part of said express fee arrangement.

Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines.

Replace lost or stolen dividend checks at a shareholder’s request.

Withhold taxes on dividends at the appropriate rate when applicable.

Administer the Fund’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).

Fees and Expenses.

AST makes the following representations and warranties to the Fund:

It is a limited liability trust company duly organized and validly existing in good standing under the laws of the State of New York.

It is duly qualified to carry on its business in the State of New York.

It is empowered under applicable laws and by its charter and its limited liability trust company agreement to enter into and perform fully its obligations under this Agreement.

All requisite corporate proceedings have been taken to authorize it to enter into and perform fully its obligations under this Agreement.

The Fund makes the following representations, covenants and warranties to AST:

It is a Maryland corporation duly organized and validly existing and in good standing under the laws of the State of Maryland.

It is empowered under applicable laws and governing instruments to enter into and perform fully its obligations under this Agreement.

All corporate proceedings required by said governing instruments and applicable law have been taken to authorize it to enter into and perform fully its obligations under this Agreement.

All Shares issued and outstanding as of the date hereof are, and all Shares to be issued during the term of this appointment shall be, duly authorized, validly issued, fully paid and non-assessable.

All certificates representing Shares which were not issued pursuant to an effective registration statement under the Securities Act of 1933, as amended, bear a legend in substantially the following form:

AST will ensure that all physical embodiments of Franklin NPI AST receives from the Fund or its affiliates, including without limitation, computer tapes, disks and written materials, are stored in secure locations at all times.

AST will not transmit or store Franklin NPI electronically unless the same is encrypted.

AST will maintain access controls on electronic systems containing Franklin NPI including controls to authenticate and permit access only to authorized individuals and controls to prevent employees from providing confidential or sensitive information to unauthorized individuals, and will maintain access restrictions at physical locations containing Franklin NPI to permit access only to authorized individuals.

AST will have measures in place to protect against destruction, loss, or damage of Franklin NPI due to environmental hazards, such as fire and water damage.

AST will have monitoring systems in place to detect actual and attempted improper access to and improper disclosure of Franklin NPI.  Furthermore, AST will notify the Fund pursuant to Section 13 if any Franklin NPI is accessed, or reasonably believed to have been accessed, by an unauthorized party, or improperly disclosed by AST contrary to this Agreement within 24 hours of AST’s discovery of such improper access/disclosure.  AST shall provide the Fund with detailed information regarding the nature of the improper access/disclosure, the identity of the Customers impacted and the corrective action taken by AST to address the improper access/disclosure.

In the event of an improper disclosure or unauthorized disclosure of Franklin NPI, AST shall, at its own expense, immediately investigate such disclosure and report its findings to the Fund; provide the Fund with a timely remediation plan, acceptable to the Fund, to address the disclosure; and remediate such disclosure in accordance with such approved plan to the reasonable satisfaction of the Fund.  Without limiting the foregoing, AST will reimburse the Fund for all reasonable and documented expenses incurred by the Fund with prior approval of AST, which shall not be unreasonably withheld, in remediating such improper or unauthorized disclosure and in providing any notification required by federal or state law.

AST agrees to maintain ISO 27002 (or its successor) as its security standard for all systems that may contain Franklin NPI.

AST agrees to provide the Fund annually with a copy of an independent in-depth audit report (SSAE16 or equivalent independent third party assessment) of AST’s controls over information technology and related processes specifically including adequate controls and safeguards over Franklin NPI.  AST also agrees to provide the Fund annually with a copy of the results of an “ethical hack” covering the security strength of AST’s web environment.  AST will permit the Fund and its applicable regulator(s) to conduct, at times of the Fund’s choosing, reasonable inspections of AST’s premises and audits of its measures designed to protect Franklin NPI.  AST shall maintain appropriate logs of processing operations affecting Franklin NPI sufficient to allow the Fund to audit AST’s compliance with this Agreement.

AST will not place Franklin NPI on portable storage devices (including but not limited to “thumb drives”) or laptop computers unless the same is encrypted, and will not allow computers on which Franklin NPI has been stored to leave its premises unless the same is encrypted.  AST will disable USB ports on computer equipment on which Franklin NPI is stored until such time as such Franklin NPI is removed or deleted.

AST shall notify the Fund within one business day of any legally binding request for personal data from law enforcement unless prohibited from doing so by law.

AST shall preserve Franklin NPI and provide the Fund with access to such Franklin NPI in the form in which it is maintained in the ordinary course of its business.

AST must provide the Fund at all times with a current, accurate and up-to-date list of all locations in which Franklin NPI is or may be processed.

The Comprehensive All Inclusive Fixed Fee for all standard services listed on the Addendum of Comprehensive Services titled “Stock Transfer and Related Services” attached to the Agreements dated as March 25, 2015 are included in Franklin Templeton’s all inclusive annual fee, payable monthly.